6~
Sou th'M i ami
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER~OFFICE MEMORANDUM
THE CITY OF PLEASANT LIVING
To:
FROM:
DATE:
SUBJECT:
BACKGROUND:
The Honorable Mayor & Members of the City Commission
Steven Alexander, City Manager
Agenda Item No.' h March 21, 2017
A Resolution authorizing the City Manager to enter into an agreement with Red
Horse Ventures for Real Estate Advisory Services for the Sale of the City Hall
Property RFP and the Public-Private Partnership (P3) project.
The City has assembled the guidelines, ordinances and or codes to prepare for a
public private partnership (P3) offering of the City of South Miami owned and or
controlled real estate for redevelopment. The City is anticipating the receipt of one
or more unsolicited proposals for the redevelopment of these properties. Program
space elements requested by the City within the redevelopment include a new City
Hall, a new Police Station, and related community spaces. Potential private
partnership asset classes include hotel, residential, office, retail, parking and meeting
space uses. It is the goal of the ,City to secure a complimentary mix of City requested
elements and private asset classes to achieve a financially successful redevelopment.
Once one or more unsolicitated proposals are received by the City, a formal process
for selection and procurement will be followed per City of South Miami guidelines.
The City is requesting the Consultant to support and assist the redevelopment
efforts.
The City requires expert real estate advisory services for Sale of City Hall Property
RFP and the P3 project to assist in the evaluation of submittals. Red Horse Ventures
has provided a real estate advisory agreement to the City for services related to the
Sale of City Hall RFP and the P3 project. A summary of a few key services provided by
the consultant is listed below:
• The real estate advisor will consult on the real estate issues of the deal(s) and the
private sector's capacity to confirm the bidder/proposer has the needed real
estate components to complete the intent reflected in their respective proposal
within the required timeline(s). Such components shall include, proposed uses,
space allocation and other critical aspects of the proposed development.
• The real estate consultant will review any and all available schematics and space
allocation plans as well as uses, mix of uses and, overall balance of users, and
supporting documents for each bidder to confirm the bidder has the appropriate
real estate mix and product to ensure the proposed transaction is viable and
meets the needs of the community.
(i).
South'Miami
THE CITY Of PLEASANT .LlVING
VENDORS &
PROPOSAL AMOUNT:
FUND &
ACCOUNT:
ATTACHMENTS:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
• Consultant will serve as special Public-Private Partnership (P3) advisor to the City.
• Consultant will work with the City, its staff and any consultants employed in
evaluating the P3 project feasibility, including the appropriate real estate profile
for each project.
• Consultant will assist with financial modeling of the P3 and innovative finance
opportunities presented to the City as necessary, incorporating a number of
development, business and financial scenarios.
In accordance with the City Charter, Section 5. "Powers and Duties," which stipulates
all purchases shall be .approved after competitive conditions have been maintained
and competitive bids sought from at least three different sources of supply, states;
this subsection does not apply to the purchase 0/ legal and expert. services that
have been approved by the City commission.
The consultant agreement submitted by Red Horse Ventures is in compliance with
the City Charter for "expert services," and therefore competitive conditions do not
apply. The agreement expires at the end of the current fiscal year, September 3D,
2017.
The cost for the consultant services Will be paid by respondents required. fees to
participate in the P3 project. Furthermore, if the real estate advisors are needed for
the City's sale of the City Hall Property RFP, funds will be allocated from the City
Managers contingency account, with a current balance of $100,000.
Refer to the Consultant Agreement, Exhibit "B," Fee Schedule
An expenditure may be charged to the City Manager's Contingency account number
001-1310-513-9920, which has a balance of $100,000 before this request was made.
Resolution
Red Horse Ventures Consultant Agreement
City Charter, Section 5. "Powers and Duties"
Sun-Biz Report
JOHN A. PACCIONE
RED HORSE VENTURES@
At the Nexu. of People and Business
(407) 619-1099
john@redhorseventures.com
www.linkedin.com/in/ johnpaccione
Mr. Paccione is President of Red Horse Ventures. He provides leadership and
management expertise to create business initiatives and to capture market
opportunities. Clients include large municipal entities, Fortune 500 corporations,
not for profits, and high net worth individuals and families. The firm provides real
estate advisory and development services for select initiatives, clients, and
organizations. Along with establishing operating entities, organization structure,
market analytics, pursuit/procurement strategies, and (re)development processes.
Mr. Paccione is an enterprising professional with extensive experience in real estate
development, public private partnerships, not for profit, municipal, and commercial assets, marketing,
financial analysis, debt and equity markets, investment banking, and real estate brokerage services. He
is known to leverage interpersonal skills to build and maintain strong professional relationships and
achieve established business objectives. With over thirty-five years of real estate advisory,
development, and construction expertise, his cumulative experience exceeds $4,000,000,000,
17,000,000 square feet and 68,000 acres.
Though Mr. Paccione's career he has worked with the following clients and assignments:
Land Development
• Tavistock Development Company
• Greater Orlando Airport Authority
• Confidential Winter Park Redevelopment
• Northwest Beaches International Airport
• Millenia Land
• Miramar Centre
• Florida Hospital Multi-Campus Plan
• 1 1/2 Acre Urban Land Analysis
• 59,000 Acre Rural Land Entitlement
Specialized Use
• Orange Bowl! Marlins Stadium
• Department of Defense Southern
Command Headquarters
• Great Wheel Corporation
• Island Gardens Mega Yacht, Hotel and
Retail Development
• RDV Sportsplex
• High Net Worth Family Compo~nd
Healthcare
• Florida Hospital
• Orlando Health
• Celebration Health
• Jackson Memorial Hospital
• Mercy Hospital
• Broward Health
Higher Education
• Valencia College
• Florida State University
• Florida International University
• DeVry Institute
• Career Education Corporation
Life Sciences
• Max Planck Florida Institute
• University of Miami Life Sciences and
Technology Park
• Mann Research Center
Hotel
• The Westin Diplomat
• Ritz Carlton Amelia Island and Naples FL
Corporate
• MetLife
• Darden Corporate Headquarters
Office
• Millenia Lakes Office
• Miramar Centre Office
Industrial
• Cypress Park East
• Miramar Centre
• Whirlpool Regional Distribution Center
Retail
• Site Selection for Corporate Retailers
1 RESOLUTIONNO. _____ _
2
3 A Resolution authorizing the City Manager to enter into an agreement with
4 Red Horse Ventures, Inc. to provide the City with expert real estate
5 advisory services.
6
7 WHEREAS, the City requires expert real estate advisory services to evaluate responses
8 to the City's solicitation for the sale of the City Hall property as well as when the City receives
9 any unsolicited proposals for any Public-Private Partnership (P3) projects in order to assist in the
10 evaluation of submittals; and
11
12 WHEREAS, Red Horse VeI).tures, Inc. has provided a Real Estate Advisory Agreement
13 to the City for services related to the Sale of CityHall RFP and any potential Public Private
14 Partnership (P3) project; and
15
16 WHEREAS,in accordance with the City Charter, Article III, Section 5. "Powers and
17 Duties," which stipUlates all purchases shall be approved after competitive conditions have been
18 maintained and competitive bids sought from at least three different sources of supply, but it also
19 states; " ... this subsection does not apply to the purchase of legal and expert services that have
20 been approved by the City commission"; and
21
22 WHEREAS, the cost for real estate advisory services will be paid by unsolicited
23 proposers and competing proposers as required by the City's P3 Guidelines; and
24
25 WHEREAS, if real estate advisory services are needed for the CitY's sale of the City Hall
26 Property RFP, funds ~ll be allocated from the City Managers contingency account, account no.
27 001-1310-513-9920, with a current balance of $1 00,000; and
28
29 WHEREAS, the proposed Real Estate Advisory Agreement is scheduled to expire at the
30· end of the current fiscal year, September 30, 2017.
31
32 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
33 COMMISSIONERS OF THE CITY OF SOUTH MIAMI, FLORIDA:
34
Page 1 of2
1 Section L The City Manager IS hereby authorized to enter into an agreement
2 with Red Horse Ventures, Inc. to provide the City with expert real estate advisory
3 services. A copy of the proposed contract is attached hereto.
4
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6 Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for
7 any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall
8 not affect the validity of the remaining portions of this resolution.
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10 Section 4. Effective Date. This resolution shall become effective immediately upon
11 adoption.
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PASSED AND ADOPTED this day of _____ , 2017.
ATTEST:
CITY CLERK
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
CITY ATTORNEY
Page 2 of2
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
, Vice Mayor Welsh:
Commissioner Harris:
Commissioner Edmond:
Commissioner Liebman:
CONTRACT FOR REAL ESTATE CONSULTING SERVICES
THIS CONTRACT, entered into this __ day of . ,2017, by the CITY OF
SOUTH MIAMI through its Manager, both of whom shall be hereinafter referred to as the "CITY"
where applicable; located at 6130 Sunset Drive, South Miami, FL. E-mail:
salexander@southm·lamifl.gov and Red Horse Venture, Inc. with an office and principal place
of business located at 1513 Hunters Mill Place, Oviedo, Florida 32765, and E-mail address of
john@redhorseventure.com (hereinafter called the "CONSULTANT ").
WITNESSETH:
WHEREAS, the CITY is in need of real estate consulting service; and
WHEREAS, the CITY desires to retain CONSULTANT to provide the required goods
and/or services based on CONSULTANT's representations which reflect that CONSULTANT is
qualified and capable of providing said goods and/or services in a professional and timely
manner and in accordance with the CITY's goals and requirements; and
WHEREAS, CONSULTANT has agreed to provide the required goods and/or services in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1) Engagement of CONSULTANT: Based on the representations of CONSULTANT as
set out in the following "checked" documents the CITY hereby retains CONSULTANT to provide
the goods and/or services set forth in said proposal, quote or response to solicitation, whichever
is applicable, as modified by the Contract Documents, or as is otherwise set forth in the Contract
Documents defined below (all of which is hereinafter referred to as the Work").
(Check the box immediately preceding the document described below to indicate that such document is part of this
Contract)
[v] CONSULTANT's proposal or quote, or if none,
2) Contract Documents: The Contract Documents shall include this Contract and the
following "checked documents", as well as any attachments or exhibits that are made a part of
any of the "checked documents".
(Check the box immediately preceding the document described below to indicate that such document is part of this
Contract)
[v] "Other Documents" referring to in this Contract and signed by the parties,
[v] Scope of Services, as set forth in the attached agreement.
[v] CONSULTANT's proposal as set forth in the attached agreement.
[v] CITY's Insurance & Indemnification Requirements.
This Contract, Scope of Services and {'Other Documents", if any are {(checked documents", shall
take precedent over the proposal set forth in the attached agreement. The IIchecked
documents" are attached hereto and made a part hereof by reference.
3) Date of Commencement: CONSULTANT shall commence the performance of the
Work under this Contract on the date to be specified in a Notice to Proceed or Purchase Order
(hereinafter referred to as the "Work Commencement Date"). Time is of the essence.
4) Primary Contacts: The Primary Contact Person in charge of administering this
Contract on behalf of the CITY is the City Manager (IlManager"), Deputy Manager, or the
Manager's designee, who shall be designated in a writing signed by the Manager. The Primary
Contact Person·for CONSULTANT and his contact information is as follows: Name:John A.
Paccione whose e-mail and street address are as set forth above.
5) Scope of Services: The goods and/or services to be provided are as set forth in the
"checked documents".
Thomas F. Pepe 2016
07/29/16
Page -1 -on
6} Compensation: The CONSULTANT's compensation for CONSULTANT's
performance under the terms and provisions of this Contract shall be as set forth in the
attached agreement.
7} Termination: This Contract may be terminated without cause by the CITY with 30
days of advanced written notice. This provision supersedes and takes precedence over any
contrary provisions for termination conta'lned in the Contract Documents.
8} Applicable Law and Venue: Florida law shall apply to the interpretation and
enforcement of this Contract. Venue for all proceedings shall be in Miami-Dade County, Florida.
9} Duties and Responsibilities: CONSULTANT shall comply with all applicable laws,
ordinances, codes, rules, regulations, and health and safety standards of any governmental
body having jurisdiction over any matter related to'this Contract or the goods and/or services
to be performed hereunder, and shall commit no trespass on any private property in performing
any of the work embraced by this Contract. Each and every provision and/or clause required
by law to be inserted in this Contract shall be deemed to be inserted herein and this Contract
shall be read and enforced as though such provisions and/or clauses were included herein.
10} Licenses and Certifications: CONSULTANT shall secure all necessary business and
professional licenses at its sole expense prior to executing this Contract or commencing the
Work.
11} Insurance, Indemnification & Bonding: CONSULTANT shall comply with the
insurance, indemnification and bonding requirements set forth in the Contract Documents.
12) Jury Trial Waiver: The partie.s waive their right to jury trial.
13) Entire Agreement, Modification, and Non-waiver: The Contract Documents
constitute the entire agreement of the parties and supersedes any prior agreements, written or
oral. The Contra'ct Documents may not be modified or amended except in writing, signed by
both parties hereto and if this Contract is required to be approved by the City Commission, all
amendments thereto must be approved in the same manner and with the same formality as
this Contract. The Contract Documents, in general, and this paragraph, in particular, shall not
be modified or amended by any acts or omissions of the parties. No failure to exercise and no
delay in exercising any right, power or privilege shall operate as a waiver. No waiver of the
Contract Documents, in whole or part, including the provisions of this paragraph, may be
implied by any act or omission.
14) Public Records: CONSULTANT and all of its subcontractors are required to comply
with the public records law (s.119.0701) while providing goods and/or services on behalf of the
CITY and the CONSULTANT, under such conditions, shall incorporate this paragraph in all of its
subcontracts for this Project and shall: (a) Keep and maintain public records required by the
public agency to perform the service; (b) Upon request from the public agency's custodian of
public records, provide the public agency with a copy of the requested records or, allow the
records to be inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records
that are exempt or confidential and exempt from public records disclosure requirements are
not disclosed except as authorized by law for th'e duration of the Contract term and following
completion of the Contract if CONSULTANT does not transfer the records to the public agency;
and (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of CONSULTANT or keep and maintain public records required by the
public agency to perform the service. If CONSULTANi transfers all public records to the public"
agency upon completion of the Contract, CONSULTANT shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If CONSULTANT keeps and maintains public records upon completion of the
Contract, CONSULTANT shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the public agency, upon request from the
Thomas F. Pepe 2016
07/29116
Page -2 -of 3
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
IF CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT 305-663-6340; E-mail:
mmenendez@southmiamifl.gov;6130 Sunset Drive, South Miami, FL
.33143.
15) Background Screening. All personnel and volunteers that will provide any service
with vulnerable persons, as defined in Section 435.02, Fla. StaL, involving the City or its
Agency in such related activity or who may have access to secure or sensitive areas of the City,
must be in compliance with Level II Background Screening and fingerprinting requirements as
per, Florida Statute Ch. 435 prior to the scheduled start of any employee or volunteer.
CONSULTANT shall prevent any and all of its personnel, including volunteers, from engaging in
any such related activities without having passed a background screening to the satisfaction of
the City. A violation of this requirement shall constitute a substantial breach of this Contract.
i6} Drug Free Workplace. CONSULTANT shall comply with the Drug Free Workplace
policy set forth in the City of South Miami's Personnel Manual which is made a part of this
Contract by reference.
i7} Transfer and Assignment. None of the work or serv·lces under this Contract shall
be subcontracted or assigned without prior written consent from the CITY which may be
denied without cause.
i8} Notices. All notices given or required under th·ls Contract shall be deemed
sufficient if sent by a method that provides written evidence of delivery, including e-mail and
facsimile transmission and delivered to CONSULTANT or his designat.ed contact person.
Return of mail, sent to the address contained herein for the parties or their contact persons,
as not deliverable or for failure to claim the mail shall be deemed received on the date that
the mail is returned to sender.
IN WITNESS WHEREOF, the parties, have executed this Contract, on or before the
date first above written, with full knowledge of its content and significance and intending to be
legally bound by the terms hereof.
Witnessed: z;5}J1fJ
By: __________ _
ATTESTED:
By: _______ _
Maria Menendez
City Clerk
Read and Approved as to Form, Language,
Legality and Execution Thereof:
By: ________ _
City Attorney
Thomas F. Pepe 2016
07/29/16
Page -3 -of 3
[Individual or entity's name]
By: 6!-
[name of signatory]
CITY OF SOUTH MIAMI
By: ________ _
Steven Alexander
City Manager
Insurance and Indemnification
Insurance Requirements
Without limiting its liability, the contractor, consultantor consulting firm (hereinafter referred to as "FIRM"
with regard to Insurance and Indemnification requirements) shall be required to procure and maintain at
its own expense during the life of the Contract, insurance of the types and in the minimum amounts
stated below as will protect the FIRM, from claims which may arise out of or result from the contract or
the performance of the contract with the City of South Miami, whether such claim is against the FIRM or
any sub-contractor, or by anyone directly or indirectly employed by any of them or by anyone for whose
acts any of them may be liable.
No insurance required by the CITY shall be issued or written by a surplus lines carrier unless authorized
in writing by the CITY and such authorization shall be at the CITY's sole and absolute discretion. The
FIRM shall purchase insurance from an.d shall maintain the insurance with a company or companies
lawfully authorized to sell insurance in the State of Florida, on forms approved by the State of Florida, as
will protect tHe FIRM, at a minimum, from all claims as set forth below which may arise out of or result
from the FIRM's operations under the Contract and for which the FIRM may be legally liable, whether
such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by
any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers'
compensation, disability benefit and other similar employee benefit acts which are applicable to the
Work to be performed; (b) claims for damages because of bodily injury, occupational sickness or
disease, or death of the FIRM's employees; (c) claims for damages because of bodily injury, sickness or
disease, or death of any person other than the FIRM's employees; (d) claims for damages insured by
usual personal injury liability coverage; (e) claims for damages, other than to the Work itself, because of
injury to or destruction of tangible property, including loss of use resulting there from; (f) claims for
damages because of bodily injury, death of a person or property damage arising out of ownership,
maintenance or use of a motor vehicle; (g) claims for bodily injury or property damage arising but of
completed operations; and (h) claims involving contractual liability insurance applicable to the FIRM's
obligations under the Contract.
Firm's Insurance Generally. The FIRM shall provide and maintain in force and effect until all the Work
. to be performed under this Contract bas been completed and accepted by CITY (or for such duration as
is otherwise specified hereinafter), the insurance coverage written on Florida approved forms and as set
forth below:
Workers' Compensation insurance at the statutory amount as to all employees in compliance with the
"Workers' Compensation Law" of the State of Florida including Chapter 440, Florida Statutes, as
presently written or hereafter amended, and all applicable federal laws. In addition, the policy (ies) must
include: Employers' Liability at the statutory coverage amount. The FIRM shall further insure that all of
its Subcontractors maintain <:lppropriate levels of Worker's Compensation Insurance.
Commercial Comprehensive General Liability insurance with broad form endorsement, as well as
automobile liability, completed operations and products liability, contractual liability, severability of
interest with cross liability prOVision, and personal injury and property damage liability with limits of
$1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including:
• Personal Injury: $1,000,000;
• Medical Insurance: $5,000 per person;
• Property Damage: $500,000 each occurrence;
Umbrella Commercial Comprehensive General Liability insurance shall be written on a Florida
approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000
per claim and $2,000,000 Annual Aggregate. Coverage must be afforded on a form no more restrictive
than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements,
as filed by the Insurance Services Office, and must include:
1
(a) Premises and Operation
(b) I ndependent Contractors
(c) Products and/or Completed Operations Hazard
(d) .Explosion, Collapse and Underground Hazard Coverage
(e) Broad Form Property Damage
(f) Broad Form Contractual Coverage applicable to this specific Contract, including any hold
harmless and/or indemnification agreement.
(g) Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum
limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.
Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) plus an
additional One Million Dollar ($1,000,000.00) umbrella per occurrence combined single limit for Bodily
Injury Liability and Property Damage Liability. Umbrella coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability policy, without restrictive
endorsements, as filed by with the state of Florida, and must include:
(a) Owned Vehicles.
(b) Hired and Non-Owned Vehicles
(c) Employers' Non-Ownership
Subcontracts: The FIRM agrees that if any part of the Work under the Contract is sublet, the
. subcontract shall contain the same insurance provision as required by the General Contractor, other
than the Fire and Extended Coverage Insurance and substituting the word Subcontractor for the word
FIRM and substituting the word FIRM for CITY where applicable. .
Fire and Extended Coverage Insurance (Builders' Risk), IF APPLICABLE:
In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain,
with an Insurance Company or Insurance Companies acceptable to the CITY, "Broad" form/All Risk
Insurance on buildings and structures, including Vandalism & Malicious Mischief coverage, while in the
course of construction, including foundations, additions, attachments and all permanent fixtures
belonging to and constituting a part of said buildings or structures. The policy or policies shall also cover
machinery, if the cost of machinery is included in the Contract, or if the machinery is located in a bUilding
that is being renovated by reason of this contract. The amount of insurance must, at all times, be at .
least equal to the replacement and actual cash value of the insured property. The policy shall be in the
name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the
interests of all Subcontractors performing Work. .
All of the provisions set forth in the Miscellaneous section below shall apply to this coverage unless it
would be clearly not applicable.
Miscellaneous:
If any notice of cancellation of insurance or change in coverage is issued by the insurance company or
should any insurance have an expiration date that will occur during the period of this contract, the FIRM
shall be responsible for securing other acceptable insurance prior to such cancellation, change, or
expiration so as to provide continuous coverage as specified in this section and so as to maintain
coverage during the life of this Contract.
All deductibles must be declared by the FIRM and must be approved by the CITY. At the option of the
CITY, either the FIRM shall eliminate or reduce such deductible or the FIRM shall procure a Bond, in a
form satisfactory to the CITY covering the same.
The policies shall contain waiver of subrogation against CITY where applicable, shall expressly provide
that such policy or pOlicies are primary over any other collectible insurance that CITY may have. The
CITY reserves the right at any time to request a copy of the required policies for review. All policies shall
contain a "severability of interest" or "cross liability" clause without obligation for premiUm payment of the
2
CITY as well as contractual liability provision covering the Contractors duty to indemnify the City as
provided in this Agreement
Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT, if any, certificates of
such insurance, acceptable to the CITY, as well as the insurance binder, if one is issued, the insurance
policy, including the declaration page and all applicable endorsements and provide the name, address
and telephone number of the insurance agent or broker through whom the policy was obtained. The
insurer shall be rated A.VII or better per A.M. Best's Key Rating Guide, latest edition and authorized to
issue insurance in the State of Florida. All insurance poliCies must be written on forms approved by the
State of Florida and they must remain in full force and effect for the duration of the contract period with
the CITY. The FIRM may be required by the CITY, at its sole discretion, to provide a "certified copy" of
the Policy (as defined in Article 1 of this document) which shall include the declaration page and all
required endorsements. In addition, the FIRM shall deliver, at the time of delivery of the insurance
certificate, the following endorsements:
a policy proVision or an endorsement with substantially similar provisions as follows:
"The City of South Miami is an additional insured. The insurer shall pay all sums that the City of
South Miami becomes legally obligated to pay as damages because of 'bodily injury", 'property
damage' , or "personal and advertising injury" and it will provide to the City all of the coverage
that is typically provided under the standard Florida approved forms for commercial general
liability coverage A and coverage B";
a policy provision or an endorsement with substantially similar proVisions as follows:
"This policy shall not be cancelled (including cancellation for non-payment of premium),
terminated or materially modified without first giving the City of South Miami ten (10) days
advanced written notice of the intent to materially modify the policy or to cancel or terminate the
policy for any reason. The notification shall be delivered to the City by certified mail, with proof of
delivery to the City."
Indemnification Requirement
A. The Contractor accepts and voluntarily incurs all risks of any injuries, damages, or harm which
might arise during the work or event that is occurring on the CITY's property due to the negligence or
other fault of the Contractor or anyone acting through or on behalf of the Contractor.
B. The Contractor shall indemnify, defend, save and hold CITY, its officers, affiliates, employees,
successors and assjgns, harmless from any and all damages, claims, liability, losses, claims, demands,
suits,fines, judgments or cost and expenses, including reasonable attorney's fees, paralegal fees and
investigative costs incidental there to and incurred prjor to, during or following any litigation, mediation,
arbitration and at all appellate levels, which may be suffered by, or accrued against, charged to or
recoverable from the City of South Miami, its officers, affiliates, employees, successors and assigns, by
reason of any causes of actions or claim of any kind or nature, including claims for injury to, or death of
any person or persons and for the loss or damage to any property arising out of a negligent error,
omiSSion, misconduct, or any gross negligence, intentional act or harmful conduct of the Contractor, its
contractor/subcontractor or any of their officers, directors, agents, representatives, employees, or
assigns, or anyone acting through or on behalf of any of them, ariSing out of this Agreement, incident to
it, or resulting from the performance or non-performance of the Contractor's obligations under this
AGREEMENT ..
C. The Contractor shall pay all claims, losses and expenses of any kind or nature Whatsoever, in
connection therewith, including the expense or loss of the CITY and/or its affected officers, affiliates,
employees, successors and assigns, including their attorney's fees, in the defense of any action in law
or equity brought against them and arising from the negligent error, omission, or act of the Contractor, its
Sub-Contractor or any of their agents, representatives, employees, or assigns, and/or arising out of, or
incident to, this Agreement, or incident to or resulting from the performance or non-performance of the
Contractor's obligations under this AGREEMENT.
D. The Contractor agrees and recognizes that neither the CITY nor its officers, affiliates,
3
employees, successors and assigns shall be held liable or responsible for any claims, including the
Gosts and expenses of defending such claims which may re.sult from or arise out of actions or omissions
of the Contractor, its contractor/subcontractor or any of their agents,representatives, employees, or'
assigns, or anyone acting through or on behalf of the them, and arising out of or concerning the work or
event that is occurring on the CITY's property. In reviewing, approving or rejecting any submissions or
acts of the Contractor, CITY in no way assumes or shares responsibility or liability for the acts or
omissions of the Contractor, its contractor/subcontractor or any of their agents, representatives,
employees, or assigns, or anyone acting through or on behalf of them.
E. The Contractor has the duty to provide a defense with an attorney or law firm approved by the
City of South Miami, which approval will not be unreasonably withheld.
F. However, as to design professional contracts, and pursuant to Section 725.08 (i), Florida
Statutes, none of the provisions set forth herein above that are in conflict with this subparagraph shall
apply and this subparagraph shall set forth the sole responsibility of the design professional concerning
indemnification. Thus, the design professional's obligations as to the City and its agencies, as well as to
its officers and employees, is to indemnify and hold them harmless from liabilities, damages, losses, and
costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the design professional and other persons employed
or utilized by the design professional in the performance of the contract.
4
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into by and
between CITY OF SOUTH MIAMI, FLORIDA, a municipality operating under the authority of the State
of Florida ("Client"), and RED HORSE VENTURES INC., a Florida corporation ("Consultant"), as of
the Effective Date.
RECITALS
WHEREAS, Client is engaged ill multiple discussions with prospective parties to support the mission of
the City of South Miami through the use of private reSources to replace and expand the City related support
facilities and to enhance the real estate within the City of South Miami's geographic boundaries.
WHEREAS, Client desires to engage Consultant as an expert in the field of real estate to perform certain
services on its behalf to support public private partnership initiatives with private parties as prescribed by
the City of South Miami's guidelines, ordinances and or codes and in accordance with the terms, conditions
and limitations set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
ARTICLE 1: SERVICES
During the Term of this Agreement, Consu1tant shall provide or cause to be provided to Client, or, if
directed by Client, to an Affiliate of Client, the services as set forth in each Task Amendment ("Task
Amendment"). Each Task Amendment shall be numbered and state the services to be provided by
Consultant. A Sample Task Amendment is provided with this Agreement as Exhibit A.
ARTICLE 2: TERM
The term of this Agreement will commence on the Effective Date with each Task Amendment enumerating
the beginning and completion point of time for the services to be provided.
Client or Consultant may terminate this Agreement at any time on thirty (30) days advance written notice.
Should Consultant default in the performance ofthis Agreement or materially breach any orits provisions,
Client, at Client's option, may terminate this Agreement by giving written notification to Consultant.
Should Client default in the performance of this Agreement or materially breach any of its provision,
Consultant, at the Consultant's option, may terminate this Agreement by giving written notice to Client.
ARTICLE 3: FEES AND EXPENSES
Consultant shall be paid monthly either an agreed upon retainer and or hourly rate ("Fees") based upon the
resources, hours, and rates committed during the same month as stated in each Task Amendment. In
addition to these hourly fees, Consultant will also be reimbursed for agreed upon actual out-of-pocket
expenses ("Expenses") incurred in conjunction with the related Task Amendment, including such items as
reasonable travel costs, meals, meeting related, reproduction, 'communication, mileage, and shipping.
Consultant shall not be reimbursed for office overhead and general expenses other than staff rates as set
forth in the fee schedule within this Agreement and the related Task Amendment(s).
Page lof7
Client shall pay the Fees and the reimbursement of Expenses to Consultant within thirty (30) days of receipt
of Consultant's Fees and Expenses invoice as described therein. Each of the Parties agrees that the Fees
constitute fair compensation for the Services to be provided under or benefits to be obtained by this
Agreement.
ARTICLE 4: INDEPENDENT CONTRACTOR
Each ofthe Parties acknowledges that Consultant is an independent contractor and nothing contained herein
shall be deemed or construed by either Party hereto or by any Third Party as creating a partnership, joint
venture or agency relationship.
ARTICLE 5: CORRESPONDENCE
All correspondence contemplated by this Agreement will be in writing and deemed given if such notice is
delivered to the other Party using the contact infonnation set forth below by U.S. Mail, by hand, by a
generally recognized overnight courier; or by electronic mail.
To Consultant:
Red Horse Ventures Inc.
Attention: John A. Paccione
1513 Hunters Mill Place
Oviedo, FL 32765
Phone: 407-619-1099 (for confinnation only)
E-mail: john@redhorseventures.com
To Client:
City of South Miami
Attention: Steven Alexander
City Hall, I st Floor, 6130 Sunset Drive
South Miami, FL 33143
Phone: 305-668-2510 (for confirmation only)
E-mail: salexander@southrniami.gov
ARTICLE 6: MISCELLANEOUS
6.1 Goveming Law: This Agreement shall be governed by, and construed under, the laws of
the State of Florida, Miami-Dade County and all rights and remedies shall be governed by said laws, without
regard to conflict of law principles.
6.2 Indemnity: Client agrees to indemnify and hold harmless Consultant and its owners and
officers (each a "Consultant Party") from any and all losses incurred or suffered by any Consultant Party
arising out of or related to this Agreement, except those resulting from (i) the negligence or willful
misconduct of a Consultant Party in the performance of its obligations under this Agreement, or (ii) the
willful and knowing violation by any Consultant Party of any law. Client's liability shall be limited per
Florida S~atute 768.28.
6.3 Modification and Assignment: This Agreement may not be modified or amended except
by a written instrument signed by all of the Parties and referring specifically to this Agreement. This
Agreement is not assignable by either party without the informed and prior consent of the other.
6.4 Public Entity Use: With the consent of the Consultant, services' stated within and under this
Agreement may be provided to other municipalities, agencies and or public subdivisions of the State of
Florida.
6.5 City of South Miami Contract for Consulting Services: Consultant and Client agree to the
. additional conditions and provisions' as contained in the attached City of South Miami Contract for
Consulting Services with a matching Effective Date to this Agreement.
6.6. Effective Date: Shall be defined as the later of the two signature dates below. The Parties
Page 2 of7
have executed this Agreement as indicated below.
CLIENT
CITY OF SOUTH MIAMI, FLORlDA
a State of Florida municipal authority
By:---'----________ ~ __
Steven Alexander, as its City Manager
Dated this _ day of_· _____ , 2017
CONSULTANT
RED HORSE VENTURES INC.,
aFIOd~
By: ___________ _
John A. Paccione, as its President
Dated this 27th day of February, 2017
Page 3 of7
EXHIBIT A
SAMPLE TASK AMENDMENT #
This Task Amendment #._ hereby references the Consulting Services Agreement between the CITY OF
SOUTH MIAMI, FLORIDA, a municipality operating under the authority of the State of Florida
("Client"), and RED HORSE VENTURES INC., a Florida corporation ("Consultant"), and its Effective
Date shall be the later of the two signature dates below.
The Introduction, Services, Term, and Fees and Expenses for this Task are as follows:
INTRODUCTION:
1. SERVICES
Consultant will provide consulting services ...
2. TERM
Completion of Services will ...
3. FEES AND EXPENSES
Consultant shall be paid ...
6.6. The Parties have executed this Exhibit A on the dates as indicated below.
CLIENT
CITY OF SOUTH MIAMI, FLORIDA
a State of Florida municipal authority
By: __________ ~
Steven Alexander, as its City Manager
Dated this _ day of~ ____ , 201
Page 4 of7
CONSULTANT
RED HORSE VENTURES INC.,
a Florida corporation
By: _____________ _
John A. Paccione, as its President
Dated this _ day of _____ , 201
\
TASK AMENDMENT # 1
This Task Amendment #1 hereby references the Consulting Services Agreement between the CITY OF
SOUTH MIAMI, FLORIDA, a municipality operating under the authority of the State of Florida
("Client"), and RED HORSE VENTURES INC., a Florida corporation ("Consultant"), as of the Effective
Date set forth in the Agreement to which this Task Amendment #1 is attached
The Introduction, Services, Term, and Fees and Expenses for this Task are as follows:
INTRODUCTION:
The Client has assembled the guidelines, ordinances and or codes to prepare for a public private partnership
offering of the City of South Miami owned and or controlled real estate for redevelopment. The Client is
anticipating the receipt of one or more unsolicitated proposals for the redevelopment of these properties.
Program space elements requested by the Client within the redevelopment include a new City HaU, a new
Police Station, a new Inspection Station, a new County Library, and related community spaces. Potential
private partnership asset classes include hotel, residential, office, retail, parking and meeting space uses. It
is the goal of the Client to secure a complimentary mix of Client requested elements and private asset
classes and achieve a financially successful redevelopment. Orice one or more unsolicitated proposals are
received by the Client, a formal process for selection and procurement will be followed per City of South
Miami guidelines. Client has requested Consultnat to support and assist the revelopment efforts.
1. SERVICES
Consultant will provide consulting and advisory services to support and assist the Client with the
redevelopment ofthe City of South Miami owned and or controlled real estate. The Consultant's services
shall be as directed by the Client and include the following:
A. PREPARATION PHASE
i. Discuss and document with Client the goals, programs and purposes envisioned for the City of
South Miami owned and or controlled real estate
ii. Receive from Client the program space elements including a new City Hall, a new Police
Station, a new Inspection Station, a new County Library, and other community spaces.
iii. Review with Client via a logic matrix the scenarios for the Client's program space elements
and the desired placement of the elements in the redevelopment.
iv. Discuss with Client any prior proposed joint development proposals and evaluate possible
reengagement with private party(s).
v. Review with Client all existing property information including surveys, environmental studies,
existing building and floor plans, historically significant building information, appraisals, and
other relevant information.
Vl. Participate and discuss with Client's financial and legal consultants the optional structures of a
joint development with a private party including lease structure, valuation efforts, and or
statutory limitations for a private party development relationship.
vii. Recommend to Client the potential approaches of joint development with a private party and
required Comprehensive Agreement language.
viii. Investigate local market demand conditions for private party asset classes including hotel,
residential, office, retail, parking, and meeting space.
Page 50f7
IX. Prepare a draft statement of market factors for the potential private party asset classes and their
financial opportunity within the redevelopment effort.
x. Strategize with Client the methods to approach the marketplace and procure commitment(s) of
a private party to redevelop the City of South MiamI owned and or controlled real estate.
xi. Create a matrix of potential private parties to engage and solicit interest for redevelopment of
the City of South Miami owned and or controlled real estate.
xii. For Client's review, prepare final report for Client recommending approach, time line, program
elements and alternative development strategies for the redevelopment of the City of South
Miami owned and or controlled real estate.
B. INITIAL UNSOLICTATED PROPOSAL PHASE
C.
i.
ii.
ll!.
iv.
v.
vi.
1.
ii.
iii.
iv.
v.
Field inquiries to Client by prospective private parties interested in the redevelopment of the
City of South Miami owned and or controlled real estate.
Provide Client· with evaluation matrix of prospective parties and their interest in the
redevelopment of the City of South Miami owned and or controlled real estate.
Upon receipt of an unsolicited private party proposal, review with the Client the completeness
of the proposal per City of South Miami guidelines.
Within thirty days of City'S receipt of an unsolicited proposal(s), Consultant will assist Client
with preliminarily review to determine whether to accept and recommend proposal( s) for Initial
Stage evaluation.
Consultant will assist Client to either advertise its receipt ofthe unsolicited proposal and solicit
other proposals or conduct a Detailed Stage evaluation of the unsolicited proposal before
advertising for alternative competitive bids. .
Consultant will assist Client with the completion ofInitial Stage evaluation of the proposal(s)
and identify with Client a short list of proposers/bidders to continue the process.
COMPETITIVE SOLICTATION AND DETAILED STAGE EVALUATION PHASE
In the event Client determines they are interested in further considering other unsolicited
proposals, Consultant will assist Client in the publishing of a notice for additional responses.
Consultant will assist Client with the receipt and initial evaluation of the additional responses
to the City's published notice.
Consultant will provide summary statements of the responses and support the Client in the
ranking of the submissions.
Consultant will support the Client with the detailed· evaluation of the responses and the ranking
of the parties in accordance with the City of South Miami guidelines.
Consultant will support the Client with their decision to: 1) not proceed further with any
proposal/bids, 2) proceed to the Detailed Stage of review with one of the original unsolicited
proposals only and reject any other unsolicited proposals, or 3) proceed to the Detailed Stage
with a competing bid only and reject the unsolicited proposal(s).
vi. In the event the Client requests additional information and details regarding any and or all of
the responses, Consultant shall support the Client with specific questions and or data requests
for each of the respondents.
vii. Consultant shall support and assist Client in the receipt and evaluation of the replies to the
Client's requests for additional information and details.
viii. Consultant shall provide Client with revised summary statements for each of the proposals
based on the additional information and details provided by the respondents.
ix. Consultant shall support Client with the final evaluation, ranking and selection of proposer to
enter into the negotiation and agreement phase of the redevelopment.
Page 60f7
D. INTERIM AND ·COMPREHENSIVE AGREEMENTS PHASE
1. Consultant will support Client in the discussions and negotiations with an Interim or
Comprehensive Agreement with the selected proposer.
ii. Consultant will support the Client with the finalization of a Comprehensive Agreement with the
selected proposer for the redevelopment of the City of South Miami owned and or controlled real
estate.
iii. Consultant will, at the direction of the Client, support the representation of the Client's interests
with the development or operation of separate phases or segments of a Proposed Project by the
selected proposer.
2. TERM
Consultant's.Services shall begin on the Effective Date set forth in the Agreement and shall end as directed
by Client.
3. FEES AND EXPENSES
Consultant shall be paid an initial retainer amount of Ten Thousand dollars ($10,000) to represent the "A.
PREPARATION PHASE" as described above. This retainer shall be credited towards all future hourly fees
by Consultant and expenses not reimbursable by Client. Consultant will be paid an hourly rate of Two
Hundred and Fifty dollars ($250.00) per hour for Partner level services, One Hundred and Seventy-Five
dollars ($175.00) for Analyst level services, and Seventy-Five dollars ($75.00) for Administrative level
services. Reimbursable expenses including third party market reports, additional Client requested
consultants, overnight accommodations, meals and related incidentals incurred by the Consultant shall
receive advance approval from the Client. The retainer shall be paid when the City Manager issues a
purchase order for the services or a notice to proceed with the work and any portion of the retainer that is
not used as a credit towards the fees and costs incurred will be refunded to the City.
In the event the Client and Consultant agree to amend and or modify the Services of the Consultant,
Consultant shall prepare a Task Amendment documenting the amendments and or modifications. The initial
not to exceed Total Fee amount can be modified, as agreed to by Client and Consultant, by Task
Amendment as stated in the Consulting Services Agreement.
CLIENT
CITY OF SOUTH MIAMI, FLORIDA
a State of Florida municipal authority
By: ___ ---,-_______ _
Steven Alexander, as its City Manager
Dated this _ day of _____ , 2017
Page 7 of7
CONSULTANT
RED HORSE VENTURES INC.,
aFla
By: __________ _
John A. Paccione, as its President
Dated this 27th day of February, 2017