Res No 044-20-15484RESOLUTION NO: 044-20-15484
A Resolution authorizing the City Manager to enter into a multi -year piggyback
agreement with Hilltop Securities Inc. for Financial Advisory Services.
WHEREAS, the City requires Financial Advisory Services to assist the City in various
financial matters; and
WHEREAS, the Miami Parking Authority through a competitive process solicited
quotes for Financial Advisory Services; and
WHEREAS, as a result of the competitive process the Miami Parking Authority
awarded a contract to Hilltop Securities, Inc., for Financial Advisory Services; and
WHEREAS, Hilltop Securities, Inc. has advised the City in the past on various
financial matters and their expertise has proved to be invaluable as it relates to City's
finances; and
WHEREAS, the City South Miami wishes to piggyback onto the Miami Parking
Authority's contract with Hilltop Securities, Inc., same terms and conditions, for a contract
term not to exceed five (5) consecutive years; and
WHEREAS, the contract provides for a flexible fee structure of $185 per hour, not
to exceed 15 hours per year and a not to exceed $500 Out -of -Pocket expense or; a flat
fee of $12,000 based on 120 hours of service per year; and
WHEREAS, costs to the City for fees to Hilltop Securities, Inc. are derived from the
amount financed by the City.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAM1, FLORIDA;
Section 1. The City Manager is authorized to enter into multi -year piggyback
agreement with Hilltop Securities, Inc. for Financial Advisory Services for a term that shall
not exceed five (5) consecutive years. A copy of the Agreement is attached.
Section 2. Costs to the City for fees to Hilltop Securities, Inc. are derived from the
amount financed by the City.
Section 3. Severability. If any section, clause, sentence, or phrase -of this
resolution is for any reason held invalid or unconstitutional by a court of competent
jurisdiction, this holding shall not affect the validity of the remaining portions of this
resolution.
Section 4. Effective Date: This resolution shall take effect immediately upon
enactment.
Page 1 of 2
Res. No. 044-20-15484
PASSED AND ADOPTED this 5`^ day of May, 2020.
ATTEST:
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND EXECUTION
EXEC[ I THERE F
ATTORNEY
APPROVED:
° f c /
-fv1AYOR /
COMMISSION VOTE: 5-0
Mayor Philips:
Yea
Vice Mayor Welsh:
YeaYea
Commissioner Harris:
Commissioner Liebman:
Yea
Commissioner Gil:
Yea
Page 2 of 2
Agenda Item No:7.
City Commission Agenda Item Report
Meeting Date: May 5, 2020
Submitted by: Steven Kulick
Submitting Department: Finance Department
Item Type: Resolution
Agenda Section:
Subject:
A Resolution authorizing the City Manager to enter into a multi -year piggyback agreement with Hilltop Securities
Inc. for Financial Advisory Services. 3/5 (City Manager -Finance Dept.)
Suggested Action:
Attachments:
2CM_Memo_Financial Advisory Services 4.29.20.docx
2Reso[ ution FINANCIAL ADVISORY Services 4.6.20.docx
Piggyback FINANCIAL ADVISOR SERVICES HILLTOP SECURITIES 3.25.20 with HTS signature.pdf
MDBR Ad. pdf
Miami Herald Ad.pdf
7CASoutiami
THE CITY OF PLEASANT LIVING
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER -OFFICE MEMORANDUM
To: The Honorable Mayor & Members of the City Commission
FROM: Steven Alexander, City Manager
DATE: May 5, 2020
SUBJECT: A Resolution authorizing the City Manager to enter into a multi -year piggyback
agreement with Hilltop Securities Inc. for Financial Advisory Services.
BACKGROUND: The City's current agreement with Hilltop Securities, Inc. (formerly known as
FirstSouthwest) expired March 30, 2020. Recent prime interest rate decreases
by the FED, coupled with the financial shut -down of the U.S. economy due to
the Corona Virus pandemic, it may be advisable to restructure the City's long-
term debt. Hilltop Securities, Inc. has advised the City in the past on various
financial matters and their expertise has proved to be invaluable as it relates to
City's finances. Therefore, the City wishes to piggyback onto a Miami Parking
Authority contract for Financial Advisory Services with Hilltop Securities, Inc.
The Miami Parking Authority, through a competitive process, solicited quotes
for financial advisory services and awarded a contract to Hilltop Securities, Inc.
The same terms and conditions within the Miami Parking Authority's contract
will apply.
Based on the agreement being presented, the City is looking to use Section 2
"Out of Pocket" maximum annual expense of $500 and Section 3, the costs
associated with "Debt Issuance," of the price proposal. Costs to the City for fees
to Hilltop Securities, Inc. are derived specifically from the amount financed by
the City.
Furthermore, should the City need Hilltop Securities, Inc. for any financial
analysis or evaluation consultation, outside the issuance of any debt, the City
would pay $185 per hour. However, it is important to note, the City would not
incur any hourly charge unless the consulting work being requested exceeds 15-
hours per year.
The contract term shall not to exceed five (5) consecutive years.
ATTACHMENTS: Piggyback Agreement, Miami Parking Authority
2
CONTRACT FOR FINANCIAL ADVISOR SERVICES
THIS AGREEMENT made and entered into this �t day of T, 202L by
and between the City of South Miami, a Florida municipal Corporation by and through its City
Manager (hereinafter referred to as "City") and HILLTOP SECURITIES, INC (hereinafter
referred to as "Contractor") whose address is 1201 ELM STREET, SUITE 3500, DALLAS,
TX 75270, whose email address is ioel.tindal(i ,hilltoasecurites.com
WITNESSETH:
WHEREAS, THE MIAMI PARKING AUTHORITY solicited bids pursuant for
FINANCIAL ADVISOR SERVICES; and
WHEREAS, THE MIAMI PARKING AUTHORITY, after completing a competitive
bidding process, awarded a contract to Contractor, and
WHEREAS, the City of South Miami desires to utilize THE MIAMI PARKING
AUTHORITY Contract with Contractor; and
WHEREAS, the City is authorized, pursuant to the City of South Miami's Charter, to
piggyback off of contracts, such as the contract in question between THE MIAMI PARKING
AUTHORITY and Contractor, that were entered into in accordance with a solicitation process
that is at least as vigorous as that of the City of South Miami; and
NOW, THEREFORE, the City and the Contractor, each through their authorized
representative/official, agree as follows:
1. The City desires to enter into a Contract, under the same provisions as set forth in
the contract between THE MIAMI PARKING AUTHORITY and Contractor pursuant to the
Agreement between THE MIAMI PARKING AUTHORITY as modified by this Agreement.
2. The City has reviewed the contract between THE MIAMI PARKING
AUTHORITY and Contractor and agrees to the provisions of that contract which shall be
applicable to a purchase order to be issued by the City and further agrees to the fair and
reasonableness of the pricing. Contractor hereby agrees to provide such goods and/or services,
pursuant to the City's purchase order made during the term of this Agreement, under the same
price(s), terms and conditions as found in the solicitation documents, the response to the
solicitation, and the Agreement/Contract and/or the Award, pertinent copies of which are
attached hereto as Attachment A and made a part hereof by reference.
3. All references in the contract between THE MIAMI PARKING AUTHORITY
and Contractor, shall be assumed to pertain to, and are binding upon Contractor and the City of
South Miami. All decisions that are to be made on behalf of THE MIAMI PARKING
AUTHORITY, as set forth in the contract between THE MIAMI PARKING AUTHORITY
and the Contractor, shall all be made by the City Manager for the City of South Miami.
Notwithstanding anything contained in the THE MIAMI PARKING AUTHORITY contract
between THE MIAMI PARKING AUTHORITY and the Contractor to the contrary, this
Agreement shall be governed by the laws of the State of Florida and venue for all dispute
resolutions or litigation shall be in Miami -Dade County, Florida.
4. Term. The term of the contract, including all extensions authorized by the
contract shall not exceed five years.
5. Scope of Goods and Services. The scope of goods and services (which may
hereinafter be referred to as the "Work") are set forth in the attached Attachment A and any
attachments thereto and the City's purchase order, the latter of which shall take precedence. The
Contractor has agreed to deliver the goods, if any, and perform the services, if any, in a workman
like manner and in accordance with all state, county and City laws, at the locations, if any,
designated by the City. All of the goods and services reflected in Attachment A shall, unless
otherwise stated in the Attachment A or B, be delivered, if good, and commenced, if services,
within N/A days from the date of the execution of this Agreement. The Contractor shall obtain
and pay for all permits required for the goods and services rendered, if any, with the exception of
permits fees charged by the City, said fees shall be waived.
6. Contract Price. The contract price for the good and services is set forth in
Attachment A. If not otherwise set forth in the contract between THE MIAMI PARKING
AUTHORITY and the Contractor, the Contractor shall be paid upon delivery of all the goods, if
any, the completion of all the services, if any, and after final inspection and approval, by the
City, that approves of the goods delivered, if any, and the services performed, if any.
7. Precedence. The term, provisions and conditions of this Agreement shall take
precedence over the terms, provisions and conditions of the contract between Contractor and
THE MIAMI PARKING AUTHORITY.
8. Grant Funding: This project is being funded by N/A and Contractor agrees to
comply with all the requirements of that Grant, applicable to the delivery of the goods and/or
services that are the subject of this Agreement, and that are within its power to provide and to
provide all the documentation within its control that is required for the City to be able to recover
as much of the contract price that is available pursuant to the terms of the grant. A copy of the
grant, if any is attached hereto and made a part hereof by reference.
9. Public Records: CONTRACTOR 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 CONTRACTOR, 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 the duration of the contract term and following completion of the
contract if the contractor 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 the contractor or keep and maintain public records required by the public agency to
perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the contractor
keeps and maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records,
in a format that is compatible with the information technology systems of the public agency. IF
THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT 305-663-6340; E-mail: npayne(a)southmiamifl.¢ov; 6130
Sunset Drive, South Miami, FL 33143.
10. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and
intentionally waive any right either may have to a trial by jury in State or Federal Court
proceedings in respect to any action, proceeding, or lawsuit arising out of the Contract
Documents or the performance of the Work thereunder or any counterclaim, cross -claim or third
party claim filed in the same proceeding.
11. Notices: Whenever notice shall be required or permitted herein, it shall be
delivered by hand delivery, e-mail (or similar electronic transmission), facsimile transmission or
certified mail with return receipt requested and shall be deemed delivered on the date shown on
the e-mail or delivery confirmation for any facsimile transmission or, if by certified mail, the
date on the return receipt or the date shown as the date same was refused or unclaimed. If hand
delivered to the CITY, a copy must be stamped with the official CITY receipt stamp showing the
date of delivery, otherwise the document shall not be considered to have been hand delivered.
Notices shall be delivered to the following individuals or entities at the addresses (including e-
mail) or facsimile transmission numbers set forth below or in the introductory paragraph to this
contract:
To CITY: City Manager,
6130 Sunset Dr.
South Miami, FL 33143
Tel: (305) 668-2510
Fax: (305) 663-6345
E-mail: salexander@southmiamifl.gov
With copies to: City Attorney
6130 Sunset Dr.
South Miami, FL 33143
Tel: (305) 667-2564
Fax: (305) 341-0584
E-mail: tpepeasouthmiamiFl.gov
12. Validity of Executed Copies: This Agreement may be executed in several
counterparts, each of which may be construed as an original.
13. Attorneys' Fees and Costs: In the event of any litigation between the parties
arising out of or relating in any way to this Agreement or a breach thereof, each party shall bear
its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right to be
indemnified for any attorney fees incurred in the defense of an action by a person or entity who
is not a party to this Agreement.
14. Indemnification: Notwithstanding anything contained in the contract between
Contractor and THE AHAIVH PARKING AUTHORITY to the contrary, the City does not
waive its sovereign immunity granted by Florida Statutes, Section 768.28, and the City's tort
liability shall be limited to the waiver of sovereign immunity provided for in Section 768.28.
15. Severability: If any term or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
IN WITNESS WHEREOF, and as the duly authorized act of the parties, the
undersigned representatives of the parties hereto have caused this instrument to be signed in their
respective names by their proper officials on or before the day and year first above written.
HILLTOP SECURITIES, INC
By:
(type name and title of signatory above)
ATTEST:
CITY Ofi3'OUTH MIAMI
By: 1 By�tev�en��Alexai
Nkenga ayne, C
City Clerk City Manager
Read and r�ved a F rm, Language, Legality and Execution Thereof.
By:
Th as F. Pepe
City Attorney
CONTRACT FOR FINANCIAL ADVISOR SERVICES
Insurance & Indemnification Requirements
Insurance
A. Without limiting its liability, the contractor, consultant or 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.
B. 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 and 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; (Q 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 out 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 has 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 appropriate
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:
(a) Premises and Operation
(b) Independent 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 set forth in these insurance and indemnification requirements, other than
the Fire and Extended Coverage Insurance and substituting the word Subcontractor for the word FIRM where
applicable.
Fire and Extended Coverage Insurance (Builders' Risk). IF APPLICABLE:
A. 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.
B. All of the provisions set forth in the Miscellaneous section below shall apply to this coverage unless it
would be clearly not applicable.
Miscellaneous:
A. 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.
B. 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.
C. 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 CITY as well as contractual liability provision covering the Contractors duty to indemnify
the City as provided in this Agreement.
D. Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT 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 AVII 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 I 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:
(1) 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'
(2) 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."
E. If the FIRM is providing professional services, such as would be provided by an architect, engineer,
attorney, or accountant, to name a few, then in such event and in addition to the above requirements,
the FIRM shall also provide Professional Liability Insurance on a Florida approved form in the amount of
$1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all
sums which the FIRM shall become legally obligated to pay as damages for claims arising out of the
services or work performed by the FIRM its agents, representatives, Sub Contractors or assigns, or by
any person employed or retained by him in connection with this Agreement. This insurance shall be
maintained for four years after completion of the construction and acceptance of any Project covered by
this Agreement. However, the FIRM may purchase Specific Project Professional Liability Insurance, in the
amount and under the terms specified above, which is also acceptable. No insurance shall be issued by a
surplus lines carrier unless authorized in writing by the city at the city's sole, absolute and unfettered
discretion.
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 assigns, harmless from any and all damages, claims, liability, losses, claims, demands, suits, fines,
judgments or cost and expenses, including reasonable attorneys fees, paralegal fees and investigative costs
incidental there to and incurred prior 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 attorneys 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, employees,
successors and assigns shall be held liable or responsible for any claims, including the costs and expenses of
defending such claims which may result 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 (1), 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.
CONTRACT FOR FINANCIAL ADVISOR SERVICES
ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT BETWEEN HILLTOP
SECURITIES, INC., AND THE MIAMI PARKING AUTHORITY
• SCOPE OF SERVICES
• PRICING AND FEE SCHEDULE
MIAMI PARKING AUTHORITY
PROFESSIONAL SERVICES AGREEMENT
(Financial Advisor Services — RFP No. 19-11)
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into this
20 day of August , 2019, (but effective as of August 20 , 2019, the "Effective
Date"), by and between the Department of Off -Street Parking a/k/a Miami Parking Authority
("MPA'), an agency and instrumentality of the City of Miami ("City"), located at 40 Northwest
Yd Street, Suite 1103, Miami, Florida 33128 ("MPA"), and Hilltop Securities Inc., a foreign for -
profit corporation registered and authorized to do business in the State of Florida, having a
principal address at 1201 Elm Street, Suite 3500, Dallas, TX 75270 ("Consultant"). The MPA and
Consultant shall collectively be referred to as the "Parties", and each may individually be referred
to as a "Party".
RECITALS
WHEREAS, on May 13, 2019, the MPA advertised Request for Proposal -- Financial
Advisor Services for the City of Miami Department of Off -Street Pat -king d/b/a Miami Parking
Authority RFP No. 1911("UP"), requesting proposals from qualified and experienced films to
provide the MPA with nonexclusive professional financial advisor services in accordance with the
terms, conditions and specifications contained in the RFP C`Services"); and
WHEREAS, on July 8, 2019, the MPA Evaluation Committee completed its review and
ranking of all four (4) respondents, in accordance with the selection criteria set forth in the RFP,
and thereby selected Consultant, as the highest ranked, most responsive provider of Services,
whose qualifications, experience, references and fees demonstrated to be the most advantageous
to the MPA; and
WHEREAS, on July 18, 2019, the MPA Board of Directors ("Board") approved the
selection of Consultant and further authorized the MPA Chief Executive Officer or his designee
(referred to individually and collectively as the "CEO"), to negotiate and execute this Agreement
for the provision of Services, including any amendments, renewals, revisions, and extensions
without the necessity of subsequent Board approval; and
NOW, THEREFORE, inconsideration ofthe mutual terms and conditions set forth herein
and other good and valuable consideration, the Parties hereto agree as follows:
ARTICLE 1-RECITALS
1.1 The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement.
ARTICLE 2 -CONTRACT DOCUMENTS
2.1 The following documents are incorporated into and made a part of this Agreement
(collectively referred to herein as the "Contract Documents"):
Hilltop Securities, Inc. — PSA (RCG) Page 1 of 14
2.1.1 The MPA's Request for Proposal — Financial Advisor Services for the City of
Miand Department of Off -Street Parking d1b/a Miami Parking Authority RFP No. 19-
Il, attached hereto by reference;
2.1.2 Consultant's proposal submitted in response to the RFP dated June 24, 2019, for
the provision of Services ("Proposal"), attached hereto by reference;
2.1.3 MPA Evaluation Committee's evaluation of submittals in response to the RFP
dated July 8, 2019, indicating Consultant as the highest ranked, most responsive provider
of Services, attached hereto as Exhibit A;
2.1.4 Board Memorandum dated July 18, 2019, approving the selection of Consultant
and further authorizing the CEO to execute this Agreement for the provision of Services,
including and any corresponding amendments, renewals, revisions, and extensions without
the necessity of subsequent Board approval, attached hereto as Exhibit B; and
2.1.5 Any additional documents which are required to be submitted by Consultant
pursuant to this Agreement.
2.2 In the event of any conflict between the Contract Documents or any ambiguity or
missing specification or instruction, the following priority is hereby established:
2.2.1 Specific written direction fiom the CEO.
2.2.2 This Agreement.
2.2.3 The RFP.
2.2.4 The Proposal.
ARTICLE 3-TERM OFAGREEMENT
3.1 The initial Term of this Agreement shall be five (5) years from the Effective Date. Prior to
or upon completion of the initial Term, the MPA shall have the option to renew this Agreement
with three (3) one-year renewals, which may be exercised at the sole discretion of the CEO. The
initial Term, together with any renewal Term, shall be referred to individually and collectively as
the "Term"
3.2 Consultant agrees that the performance of Services shall be pursued on schedule, diligently
and uninterrupted at a rate of progress which will ensure full completion within the agreed Term.
Failure to achieve timely final completion shall be regarded as a material breach of this Agreement
and shall be subject to the appropriate remedies available at law.
3.3 Minor adjustments to the Term which are approved in writing by the CEO in advance, shall
not constitute non-performance by Consultant.
Hilltop Securities, Inc. — PSA (RCG) Page 2 of 14
5.2.4 Provide pricing/transaction comfort to ensure effective exercise of market
opportunities for MPA.
5.2.5 Assist MPA in formulating financial services RFPs/ITBs, including but not limited
to underwriting, banking, capital lease agreements and lines of credit.
5.2.6 Provide as -needed financial advice regarding market conditions and trends,
financial products, credit and credit analysis, third party alternative financing and special
facility financing.
5.2.7 Prepare analyses and evaluations of potential refunding and new money issues,
financial feasibility studies, legal documents, and pricing of any financing and any escrow.
5.2.8 Participate in rating agency presentations and preparation of official statements.
5.2.9 Provide quarterly updates on market conditions, financial products and structures
and review outstanding debt for refunding opportunities. Interact with MPA's Chief
Financial Officer, CEO and, if necessary, MPA's Board of Directors and the City of
Miami's Commission.
5.2.10 As often as requested by MPA and/or rating agencies, facilitate MPA in updating
the rating agencies on any cuffent-events and any other pertinent economic data.
5.2.11 Assist MPA staff in completion of required bond/loan coverage tests, anti -dilution
tests, arbitrage rebate calculations, etc., as required by loan documents or as requested by
rating agencies.
5.2.12 Attend MPA Board of Directors meetings and other scheduled MPA meetings as
requested, with reasonable advance notice.
5.2.13 In the area of short-term financing, provide MPA with advice, guidance, and
assistance in bond anticipation notes, bank loans, commercial paper, and interest rate swap
programs, upon request.
5.2.14 Generally provide such other operational assistance, advice, and consultation as
may be appropriate and requested.
5.2.15 Provide other financial services as requested.
5.3 When authorized by the CEO, Services (as more particularly described in in Section 4.2
of the RFP) shall also include, the following Debt Issue Development and Sales Services:
5.3.1 Planning & Development Phase.
5.3.2 Marketing Phase.
Hilltop Securities, Inc. — PSA (RCG) Page 4 of 14
5.3.3 Bond Closing Phase.
5.4 The CEO reserves the right to add, delete and/or modify work in the Scope of Services
under this Agreement.
5.5 Consultant represents and warrants to the MPA that: (i) Consultant possesses all
qualifications, licenses and expertise required in the provision of Services, with personnel fully
licensed by the State of Florida; (ii) Consultant is not delinquent in the payment of any sums due to
the MPA or City, including payment of permit fees, local business taxes, or in the performance
of any obligations to the MPA or City; (iii) all personnel assigned to perform Services shall be,
at all times during the term hereof, fully qualified and trained toperform the tasks assigned to each;
(iv) the Services will be performed in the manner as described in the Contract Documents for the
budgeted amounts, rates and schedules; and (v) the person executing this Agreement on behalf of
Consultant is duly authorized to execute same and fully bind Consultant as a Party to this
Agreement.
5.6 Consultant agues and understands that: (i) any and all subcontractors used by Consultant
shall be paid by Consultant and not paid directly by the MPA; and (ii) any and all liabilities
regarding payment to or use of subcontractors for any of the Services related to this Agreement,
shall be borne solely by Consultant. Any Services performed for Consultant by a subcontractor
will be pursuant to an appropriate agreement between Consultant and subcontractor which
specifically binds the subcontractor to all applicable terms and conditions of the Contract
Documents.
ARTICLE 6-TERMINATION FOR CONVENIENCE
6.1 The CEO shall have the right to terminate this Agreement, in its sole discretion at any time,
for convenience upon ten (10) days prior written notice to Consultant. In such event, the MPA
shall pay Consultant compensation for Services rendered prior to the effective date of termination.
The MPA shall not be liable to Consultant for any additional compensation, or for any
consequential or incidental damages.
ARTICLE 7-INDEPENDENT CONTRACTOR
7.1 Consultant, its employees, subcontractors and agents shall be deemed to be independent
contractors and not agents or employees ofthe MPA and shall not attain any rights or benefits under
the civil service or pension ordinances of the MPA or City, or any rights generally afforded to
classified or unclassified employees. Consultant shall not be deemed entitled to the Florida
Workers' Compensation benefits as an employee of the MPA.
ARTICLE 8 -DEFAULT
8.1 In the event the Consultant fails to comply with any provision of this Agreement,
the CEO may declare Consultant in default by written notification. The CEO shall have the
right to terminate this Agreement if Consultant fails to cure the default within ten (10) days
after receiving notice of default from the CEO. If the Consultant fails to cure the default, the
Consultant will only be compensated for completed Services. In the event partial payment has
been made for such Services not completed, the Consultant shall return such sums due to the
MPA within ten (10) days after notice that such sums are due. Consultant understands and
Hilltop Securities, Inc. — PSA (RCG) Page 5 of 14
agrees that termination of this Agreement under this section shall not release Consultant
from any obligations accruing prior to the effective date oftermination.
ARTICLE 9 - ERRORS AND OMISSIONS
9.1 Consultant shall be responsible for technically deficient reports, analysis or audits due to
Consultant's errors and omissions, and shall promptly correct or replace all such deficient
Services without cost to the MPA. The Consultant shall also be responsible for all direct
damages resulting from such errors and omissions. Payment in full by the MPA for Services
performed does not constitute a waiver of this representation.
ARTICLE 10-INDEMNIFICATION
10.1 Consultant shall indemnify, defend, save and hold harmless the MPA, the City, and then
respective officers, officials, directors, agents and employees (collectively referred to herein as the
"Indemnitees"), from and against all claims, damages, losses, costs, charges and expenses,
including all costs, reasonable attorneys fees, cost of appeal, and including the investigations
and defense of any action or proceeding and any order, judgment, or decree which may be entered
in any such action or proceeding, except for damages specifically caused by or arising out of the
negligence, strict liability, intentional torts or criminal acts of the Indemnitees. In the event that
any action or proceeding is brought against the Indemnitees by reason of any such claim or
demand, Consultant shall, upon written notice from the MPA, resist and defend such action or
proceeding by counsel satisfactory to MPA. Nothing contained in this Agreement in any way is
intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in
Chapter 768, Florida Statutes (2018). Additionally, the Indemnitees do not waive sovereign
immunity, and no claim or award against the Indemnitees shall include attorney's fees,
investigative costs or pre judgment interest. This Article 10 shall survive the expiration or
termination of the Agreement.
ARTICLE 11- INSURANCE
11.1 Prior to the execution of this Agreement, the Consultant shall submit certificate(s) of
insurance meeting or exceeding the required coverage and specifically providing that the MPA
and the City are additional named insureds, with the following minimum coverage:
11.1.1 Commercial General Liability:
Limits of Liability Bodily Injury and Property Damage Liability:
Each Occurrence $13,0002000
General Aggregate Limit $2,000,000
Personal and Adv. Injury $1,0003,000
Products/Completed Operations $130001,000
11.1.2 Endorsements Reguired:
City of Miami listed as additional insured
MPA listed as an additional insured
Contingent & Contractual Liability
Hilltop Securities, Inc. — PSA (RCG) Page 6 of 14
Premises and Operations Liability
Primary Insurance Clause Endorsement
11.1.3 Business Automobile Liabilitv:
Limits of Liability:
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $1,000,000
11.1.4 Endorsements Required:
City of Miami listed as an additional insured
MPA listed as an additional insured
11.1.5 Worker's Compensation:
Limits of Liability:
Statutory -State of Florida
Waiver of Subrogation
11.1.6 Employer's Liability:
Limits of Liability:
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy Iimit
11.1.7 Professional Liability/Errors and Omissions Coverage:
Combined Single Limit
Each Claim $55000,000
General Aggregate Limit $59000,000
Retro Date Included
11.1.8 Network Security and Privacy In (Cvber Liability:
Each Claim
Policy Aggregate
Retro Date Included
11.1.9 Umbrella Liability:
Each Occurrence
Hilltop Securities, Inc. — PSA (RCG) Page 7 of 14
$1,000,000
$1,000,000
$1,000,000
Policy Aggregate $1,000,000
MPA and the City of Miami must be listed as additional insureds.
Excess Follow Form over all applicable lines of coverage contained herein.
11.2 Consultant agrees to maintain professional liability/Eirors & Omissions coverage, along
with Network Security and Privacy Injury (Cyber Liability) coverage, for at least two (2) years
after expiration or termination of the Agreement, subject to continued availability of commercially
reasonable terms and conditions of such coverage.
11.3 The above policies shall provide the MPA with written notice of cancellation or material
change from the insurer in accordance to policy provisions.
11.4 Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
11.4.1 The company must be rated no less than "A-" as to management, and no less than
"Class W as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and/or certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
11.4.2 Companies not meeting the above rating requirements shall submit proof of
Reinsurance from qualifying insurers having or exceeding the required rating
criteria. Certificates of insurance will indicate no modification or change in insurance
without thirty (30) days in advance notice to the certificate holder.
11.5 The insurance coverage required shall include those classifications, as listed in standard
liability insurance manuals, which most nearly reflect the operations of the Consultant.
11.6 All insurance policies required above shall be issued by companies authorized to do
business under the laws of the State of Florida, with the following qualifications:
11.6.1 The MPA and the City is required to be named as additional insured. BINDERS
ARE UNACCEPTABLE.
11.6.2 Compliance with the foregoing requirements shall not relieve the Consultant of his
liability and obligation under this section or under any other section of this Agreement.
11.7 Consultant shall be responsible for assuring that the insurance certificates required in
conjunction with this Article remain in force for the duration of the Term of this Agreement.
11.8 If insurance certificates are scheduled to expire during any portion of the Term of the
Agreement, Consultant shall be responsible for submitting new or renewed insurance certificates
to the MPA at a minimum of ten (10) calendar days in advance of such expiration.
Hilltop Securities, Inc. — PSA (RCG) Page 8 of 14
11.9 In the event that expired certificates are not replaced with new or renewed certificates
which cover any portion of the Term of the Agreement, the MPA shall:
11.9.1 Suspend the Agreement until such time as the new or renewed certificates are
received by the MPA in the manner prescribed herein; or
11.9.2 The MPA may, at its sole discretion, terminate the Agreement for cause and seek
re -procurement damages from Consultant in conjunction with the violation of the terns
and conditions of the Agreement.
ARTICLE 12 — PUBLIC RECORDS
12.1 Consultant understands that the MPA is a public agency under Florida law and that the
public shall have access, at all reasonable times, to all documents and information pertaining to
MPA contracts, subject to the provisions, limitations and exemptions of Chapter 119, Florida
Statutes (2018), and agrees to allow access as applicable by the MPA and the public to all
documents subject to disclosure under applicable law. Consultant's failure or refusal to comply
with the provisions of this Article shall result in the immediate cancellation of this Agreement, and
any extensions hereof, by the CEO. As required by Section 119.0701(2)(a), Florida Statues (2018),
for this Agreement:
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (305) 373 — 6789, OR BY EMAIL AT
PUBLICRECORDS@MIAMIPARKING.COM, OR BY MAIL AT MIAMI PARKING
AUTHORITY 40 NW 3RD ST SUITE 1103 MIAMI, FL 33128.
12.2 Additionally, pursuant to Section 119.0701(2)(b), Florida Statutes (2018), Consultant
under this Agreement, and any extension hereof, must comply with Florida Public Record laws,
and as a Consultant with the MPA, must:
12.2.1 Keep and maintain public records required by the public agency to perform the
Service.
12.2.2 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.
12.2.3 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 the
duration of the contract term and following completion of the contract if the Consultant
does not transfer the records to the public agency.
12.2.4 Upon completion of the Agreement, transfer, at no cost, to the public agency all
public records in possession of the Consultant or keep and maintain public records required
Hilltop Securities, Inc. — PSA (RCG) Page 9 of 14
by the public agency to perform the service. If the Consultant transfers all public records
to the public agency upon completion of the Agreement, the Consultant shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the contract, the 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 public agency's custodian of public records, in a format that
is compatible with the information technology systems of the public agency. Consultant
and UTA understand that Section 119.0701(3), Florida Statutes (2018), further requires
that:
a) A request to inspect or copy public records relating to a public agency's contract
for services must be made directly to the public agency. If the public agency does
not possess the requested records, the public agency shall immediately notify the
Consultant of the request, and the Consultant must provide the records to the public
agency or allow the records to be inspected or copied within a reasonable time.
b) If a Consultant does not comply with the public agency's request for records, the
public agency shall enforce the contract provisions in accordance with the contract.
c) A Consultant who fails to provide the public records to the public agency within
a reasonable time may be subject to penalties under Section 119.10, Florida Statues.
12.3 Consultant and MPA understand that Section 119.0701(4), Florida Statutes (2018),
provides that:
12.3.1 If a civil action is filed against a Consultant to compel production of public records
relating to a public agency's contract for services, the court shall assess and award against
the Consultant the reasonable costs of enforcement, including reasonable attorney fees, if:
a) The court determines that the Consultant unlawfully refused to comply with the
public records request within a reasonable time; and
b) At least eight (8) business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the
Consultant has not complied with the request, to the public agency and to the
Consultant.
12.3.2 A notice complies with subparagraph 2 above if it is sent to the public agency's
custodian of public records and to the Consultant at the Consultant's address listed on its
contract with the public agency or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express Guaranteed,
or certified mail, with postage or shipping paid by the sender and with evidence of delivery,
which may be in an electronic format.
Hilltop Securities, Inc. — PSA (RCG) Page 10 of 14
12.3.3 A Consultant who complies with a public records request within eight (8) business
days after the notice is sent is not liable for the reasonable costs of enforcement.
12.4 It is further understood by and between the parties that any information, writings, tapes,
Contract Documents, reports or any other matter whatsoever which is given by the MPA to the
Consultant pursuant to this Agreement shall at all times remain the property of the MPA and shall not
be used by the Consultant for any other purposes whatsoever without the written consent of the
Procurement Administrator.
12.5 In the event the Agreement is terminated, Consultant agrees to provide the Procurement
Administrator all such documents within ten (10) days from the date the Agreement is terminated.
ARTICLE 13 - NOTICES
13.1 All notices, demands, correspondence and other communications between the Parties shall
be deemed sufficiently given pursuant to the terms and provisions of this Agreement when sent by
hand delivery, email, regular U.S. mail service, or service by certified mail, return receipt
requested, postage prepaid. Notices shall be sent to:
If to the Consultant: Joel Tindal, Director
Hilltop Securities Inc.
450 S. Orange Avenue, Suite 460
Orland, FL 32801
Phone: (407) 426-9611
Fax: (407) 426-7835
Email: joel.tindal((dhilltopsecurities.com
If to MPA: Art Noriega, Chief Executive Officer
Miami Parking Authority
40 N.W. 3'a Avenue, Suite 1103
Miami, Florida 33128
Phone: (305) 373-6789
Email: anorieira((t,,miamiparkina.com
With a copy to: Scott Simpson, Chief Financial Officer
Miami Parking Authority
40 N.W. 3'a Avenue, Suite 1103
Miami, Florida 33128
Phone: (305) 373-6789
Email: ssimpson(Mmiamiparking com
13.2 Either Party may at any time designate a different address and/or contact person by giving
notice as provided above to the other Party. Such notices shall be deemed given upon receipt by
the addressee.
Hilltop Securities, Inc. — PSA (RCG) Page 1 I of 14
13.3 In the event there is a change of address and the moving Party fails to provide notice to the
other Party, then notice sent as provided in herein shall constitute adequate notice.
ARTICLE 14 — NO CONFLICT OF INTEREST
14.1 Pursuant to Section 2-611, City of Miami Code, as amended, regarding conflicts of interest,
Consultant hereby certifies to the MPA that no individual member of Consultant, no employee,
and no subcontractor under this Agreement nor any immediate family member of any of the same
is also a member of any board, commission, or agency of the MPA and/or City. Consultant hereby
represents and warrants to the MPA that throughout the Term of Agreement, Consultant, its
employees, and its subcontractors will abide by this prohibition of the City Code.
14.2 Consultant represents and warrants to the MPA that it has not offered to pay, paid, or agreed
to pay to any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent
upon or in connection with, the award of this Agreement.
14.3 Consultant represents and warrants to the MPA that it has not employed or retained any
person or company employed by the MPA to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee,
or gift of any kind contingent upon or in connection with, the award of this Agreement.
ARTICLE 15 - ARSCELLANEOUS PROVISIONN
15.1 No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
15.2 All representations, indemnifications, warranties and guarantees made in, required by, or
given in accordance with this Agreement, as well as all continuing obligations indicated in the
Contract Documents, shall survive final payment, completion and acceptance of the Services
and termination or completion of the Agreement.
15.3 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable
under the laws of the State of Florida or the City, such provision, paragraph, sentence, word or
phrase shall be deemed modified to the extent necessary in order to conform with such
laws, or if not modifiable, then same shall be deemed severable, and in either event, the
remaining terms and provisions of this Agreement shall remain unmodified and in full force and
effect or limitation of its use.
15.4 This Agreement constitutes the sole and entire agreement between the Parties. No
modification or amendments to this Agreement shall be binding on either Party unless in writing
and signed by properly authorized representatives of the Parties. The CEO shall have the sole
authority to extend, amend, or modify this Agreement on behalf of the MPA.
15.5 This Agreement shall be construed and enforced according to the laws of the State of
Florida. Venue in any proceedings between the Parties shall be in the Circuit Court of the Eleventh
Hilltop Securities, Inc. — PSA (RCG) Page 12 of 14
Judicial Circuit in and for Miami -Dade County, Florida, or the U.S. District Court Southern
District of Florida. The Parties irrevocably waive any rights to a jut trial.
15.6 The Consultant agrees to comply with and observe all applicable federal, state, and local
laws, rules, regulations, codes, certifications, and ordinances, as they may be amended fiom time
to time. Consultant further agrees to include in all Consultant's agreements with subcontractors for
any Services related to this Agreement, this provision requiring subcontractors to comply with and
observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they
may be amended from time to time.
15.7 This Agreement shall not be assigned by Consultant, in whole or in pant, and Consultant
shall not assign any part of its operations to any other person, firm or corporation, without the prior
written consent of the CEO, which may be withheld or conditioned, in the CEO's sole discretion.
15.8 The MPA is exempt from Federal Excise and State taxes. The applicable tax exemption
number or certificate shall be made available upon request.
15.9 The Services to be provided by Consultant pursuant to this Agreement shall be non-
exclusive, and nothing herein shall preclude the CEO from engaging other firms to perform
Services.
15.10 This Agreement shall be binding upon the Parties herein, their heirs, executors, legal
representatives, successors and assigns.
15.11 Consultant agrees that it shall not discriminate as to race, sex, color, creed, religion, age,
marital status, national origin, or disability, in connection with its performance under this
Agreement.
15.12 All other terms, conditions and requirements contained in the Contract Documents, which
have not been modified by this Agreement, shall remain in full force and effect.
15.13 In the event of any dispute arising under or related to this Agreement, each party is
responsible for its own attorney's fees, costs and expenses incurred at all judicial levels, including
appeal, until such dispute is resolved with finality.
15.14 The Parties do not intend to benefit a third -party by Agreement. Therefore, the Parties agree
that there are no thud -party beneficiaries to this Agreement and that no third -party shall be entitled
to assert a claim against either of them based upon this Agreement. The Parties expressly
acknowledge that it is not their intent to create any rights or obligations in any third person or entity
under this Agreement.
15.15 This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute one and the same
Agreement.
Hilltop Securities, Inc. — PSA (RCG) Page 13 of 14
IN WITNESS WHEREOF, the Parties have executed this Agreement by their respective
proper officers duly authorized, the day and year first written above.
ATTEST:
Consultant's officer or witness:
By:
Print name: Chandler Larson
ATTEST:
Hilltop Securities Inc., a foreign for -
profit corporation, "Consultant":
By:
Print name: Joel Tindal
Department of Off -Street Parking
a/k/a Miami Parking Authority, an
agency and instrumentality of the
MPA witness: City of Miami, "MPA":
By: By: T
f Arthur Noriega, V.
Print Name: LDS Executive Director I
Hilltop Securities, Inc. — PSA (RCG) Page 14 of 14
Hilltop5ecurities
A HillopH WmM Company
APPENDIX C:
Price Proposal
0 2019 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE
7.0 PROPOSAL PRICING
7.1
Each Proposer shall ensure the Proposal Pricing Schedule listed in the following pages is completed in full, with
Proposer providing a detailed list of all costs to provide Services.
Proposers should carefully follow the instructions outlined below, particularly with respect to the format and number
of pages allotted to each topic, if applicable. Failure to follow these instructions may be considered grounds for
excluding a proposal from further consideration.
Proposer shall submit a Proposal expressing its interest in providing the services described herein. To receive
consideration, this Request for Proposal must be submitted in its entirety, with all forms executed. All corrections
to prices made by the Proposer must be initialed. Any additional information to be submitted as part of the Proposal
may be attached behind the Proposal Pricing Schedule, carefully cross-referencing each item number and/or letter.
MPA reserves the right to add or delete any service, at any time. Should MPA determine to add an additional service
for which pricing was not previously secured; MPA shall seek the Successful Proposer to provide reasonable cost(s)
for same. Should MPA determine the pricing unreasonable, MPA reserves the right to negotiate cost(s) or seek
another vendor for the provision of said service(s).
Proposer: Hilltop Securities Inc. Address 1201 Elm treet, Suite 3500, Dallas TX 75270
Contact Name Joel Tindal Title Director Signature
Vickie Hall, Vice President
Telephone 407426.9611 Email: ioel.bndal@hilltopsecudtes.com
Page 29 of 52
PRICE PROPOSAL
Proposer agrees to supply the products and services at the prices bid below in accordance with the terms,
conditions and specifications contained in this RFP.
1. A. Indicate your Total Annual Firm Fixed Fee to the Authority, in accordance with the RFP
specifications. Please base your total annual firm fixed fee (retainer) on 120hours.
$ N/A* Fixed Annual Fee/Retainer (which will be paid quarterly)
B. Indicate the total number of hours of service included in this firm fixed fee:
N/A* / hrs. / per personnel assigned (attach breakdown)
C. Indicate the hourly rate you will charge, when the Authority has exceeded the total number of
hours stated in I.B. above, if applicable:
$ 185** /per hour / per personnel assigned (attach breakdown)
2. Please indicate reimbursement of "Out -of -Pocket" expenses as an annual amount not -to- exceed.
Such expenses include long distance telephone, postage, air express charges, fax, reproduction and
related costs necessarily incurred as Financial Advisor. Do not include travel expenses, as they will
be paid as approved bythe Authority's Chief Financial Officer, per the Authority's Travel Policy.
$ 500 (Annual Not To Exceed)
3. Indicate all costs associated with debt issues as follows, and minimum fee if applicable:
Debt Issues
Fee '
Up to $10 million
$
0.90
0.80
Next $10 million
$
Additional Amounts over $20 million
$
0.70
(') Per Bond Fees based upon $1,000 denominations, and apply to each series of bonds
issued.
Schedule is subject to a minimum fee of:
$
17,500
50,000
Schedule is subject to a maximum fee of:
$
'Our proposal does not require an annual fixed fee retainer, and charges for consulting service not included in Section 3 above would
be on an hourly fee basis in accordance with the rate outlined in Section 1 C above. In addition, we would not charge the Authority for
hourly consulting work that does not exceed 15-hours per year. However, if the Authority would prefer to utilize a retainer
arrangement we would propose an annual fee of $12,000 based upon 120-hours of service per year. This would represent a
substantial discount to the standard hourly rate.
"Blended rate.
Page 30 of 52
EXHIBIT 1:
Municipal Advisor Disclosure Statement
HilltopSecurities
A Hilltop Holdings Company_
m 2019 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE
HilltopSecurities
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Municipal Advisor Disclosure Statement
This disclosure statement is provided by Hilltop Securities Inc. ("the Firm") and provides information regarding conflicts of
interest and legal or disciplinary events of the Firm that are required to be disclosed to potential clients pursuant to MSRB Rule
G42.
PART A— Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material
conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G42, if applicable.
Material Conflicts of Interest— The Firm makes the disclosures set forth below with respect to material conflicts of interest in
connection with the provision of municipal advisory services, together with explanations of how the Firm addresses or intends
to manage or mitigate each conflict.
General Mitigations— As general mitigations of the Firm's conflicts, with respect to all of the conflicts disclosed below, the Firm
mitigates such conflicts through its adherence to its fiduciary duty to clients, which includes a duty of loyalty to clients in
performing all municipal advisory activities for clients. This duty of loyalty obligates the Firm to deal honestly and with the utmost
good faith with clients and to act in the client's best interests without regard to the Finn's financial or other interests. In addition,
because the Firm is a broker -dealer with significant capital due to the nature of its overall business, the success and profitability
of the Finn is not dependent on maximizing short -tens revenue generated from individualized recommendations to its clients
but instead is dependent on long-term profitability built on a foundation of integrity, quality of service and strict adherence to its
fiduciary duty. Furthermore, the Firm's municipal advisory supervisory structure, leveraging our long-standing and
comprehensive broker -dealer supervisory processes and practices, provides strong safeguards against individual
representatives of the Firm potentially departing from their regulatory duties due to personal interests. The disclosures below
describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict disclosed below.
I. Affiliate Conflict. The Firm, directly and through affiliated companies, provides or may provide servicesladvice/products
to or on behalf of clients that are related to the Firm's advisory activities within the Scope of Services outlined in the Agreement.
Hilltop Securities Asset Management (HSAM), a SEC -registered affiliate of the Finn, provides post issuance services including
arbitrage rebate and treasury management. The Firm's arbitrage team verifies rebate and yield restrictions on the investments
of bond proceeds on behalf of clients in order to meet IRS restrictions. The treasury management division performs portfolio
management/advisor services on behalf of public sector clients. The Firm, through affiliate First Southwest Advisory, provides
a multi -employer trust tailor-made for public entities which allows them to prefund Other Post -Employment Benefit liabilities. The
Finn has a structured products desk that provides advice to help clients mitigate risk though investment management, debt
management and commodity price risk management products. These products consist of but are not limited to swaps (interest
rate, currency, commodity), options, repos, escrow structuring and other securities. Continuing Disclosure services provided by
the Firm work with issuers to assist them in meeting disclosure requirements set forth in SEC rule 15c2-12. Services include
but are not limited to ongoing maintenance of issuer compliance, automatic tracking of issuer's annual filings and public
notification of material events. The Firm administers two government investment pools for Texas governments; the Short -Term
Asset Reserve Fund (TexSTAR) and the Local Government Investment Cooperative (LOGIC). These programs offer Texas
government entities investment options for their cash management programs based on the entities specific needs. The Finn
and the aforementioned affiliate's business with a client could create an incentive for the Firm to recommend to a client a course
of action designed to increase the level of a client's business activities with the affiliates or to recommend against a course of
action that would reduce or eliminate a client's business activities with the affiliates. This potential conflict is mitigated by the
fact that the Firm and affiliates are subject to their own comprehensive regulatory regimes.
If. Other Municipal Advisor or Underwriting Relationships. The Firm serves a wide variety of clients that may from time
to time have interests that could have a direct or indirect impact on the interests of other clients. For example, the Firm serves
as municipal advisor to other clients and, in such cases, owes a regulatory duty to such other clients just as it does to all of its
municipal advisory clients. These other clients may, from time to time and depending on the specific circumstances, have
competing interests, such as accessing the new issue market with the most advantageous timing and with limited competition
at the time of the offering. In acting in the interests of its various clients, the Firm could potentially face a conflict of interest
arising from these competing client interests. In other cases, as a broker -dealer that engages in underwritings of new issuances
of municipal securities by other municipal entities, the interests of the Firm to achieve a successful and profitable underwriting
for its municipal entity underwriting clients could potentially constitute a conflict of interest if, as in the example above, the
0 2019 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE
HilltopSecurities
municipal entities that the Firm serves as underwriter or municipal advisor have competing interests in seeking to access the
new issue market with the most advantageous timing and with limited competition at the time of the offering. None of these
other engagements or relationships would impair the Firm's ability to fulfill its regulatory duties to any specific client.
Ill. Secondary Market Transactions in Client's Securities. The Finn, in connection with its sales and trading activities,
may take a principal position in securities, including securities of its clients, and therefore the Firm could have interests in conflict
with a client with respect to the value of the clients securities while held in inventory and the levels of mark-up or mark-down
that may be available in connection with purchases and sales thereof. In particular, the Firm or its affiliates may submit orders
for and acquire a municipal advisory client's securities issued in an issue under a municipal advisory agreement from members
of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict
of interest with the client in that it could create the incentive for the Firm to make recommendations to the client that could result
in more advantageous pricing of the client's bond in the marketplace. Any such conflict is mitigated by means of such activities
being engaged in on customary terms through units of the Firm that operate independently from the Firm's municipal advisory
business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by the
Finn to any client under a municipal advisory agreement.
IV. Broker-Dealerand Investment Advisory Business. The Firm is dually registered as a broker -dealer and an investment
advisor that engages in a broad range of securities -related activities to service its clients, in addition to serving as a municipal
advisor or underwriter. Such securities -related activities, which may include but are not limited to the buying and selling of new
issue and outstanding securities and investment advice in connection with such securities, including securities of the Firm's
municipal advisory clients, may be undertaken on behalf of, or as counterparty to, the client, personnel of the client, and current
or potential investors in the securities of the client. These other clients may, from time to time and depending on the specific
circumstances, have interests in conflict with those of the Firms municipal advisory clients, such as when their buying or selling
of the municipal advisory client's securities may have an adverse effect on the market for the municipal advisory client's
securities, and the interests of such other clients could create the incentive for the Firm to make recommendations to the
municipal advisory client that could result in more advantageous pricing for the other clients. Furthermore, any potential conflict
arising from the firm effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means
of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm's
municipal advisory business, thereby reducing the likelihood that the interests of such other clients would have an impact on the
services provided by the Firm to its municipal advisory client.
V. Compensation -Based Conflicts. Fees that are based on the size of the issue are contingent upon the delivery of the
issue. While this form of compensation is customary in the municipal securities market, this may present a conflict because it
could create an incentive for the Firm to recommend unnecessary financings or financings that are disadvantageous to its clients,
or to advise clients to increase the size of the issue. This conflict of interest is mitigated by the general mitigations described
above.
Fees based on a fixed amount are usually based upon an analysis by the client and the Finn of, among otherthings, the expected
duration and complexity of the transaction and the scope of municipal services to be performed by the Finn. This form of
compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated,
the Firm may suffer a loss. Thus, the Firm may recommend less time-consuming alternatives, or fail to do a thorough analysis
of altematives. This conflict of interest is mitigated by the general mitigations described above.
Hourly fees are calculated with, the aggregate amount equaling the number of hours worked by Finn personnel times an agreed -
upon hourly billing rate. This form of compensation presents a potential conflict of interest if the client and the Firm do not agree
on a reasonable maximum amount at the outset of the engagement, because the Firm does not have a financial incentive to
recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations
described above.
PART B — Disclosures of Information Regarding Legal Events and Disciplinary History
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events
material to its client's evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory
personnel.
Accordingly, the Firm sets out below required disclosures and related information in connection with such disclosures
0 2019 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE
HilitopSecurities
A MW Ib htl Company
I. Material Legal or Disciplinary Event The Firm discloses the following legal or disciplinary events that maybe material
to a client's evaluation of the Finn or the integrity of the Firm's management or advisory personnel:
• For related disciplinary actions please refer to the Firm's BrokerCheck webpage.
• The Finn self -reported violations of SEC Rule 15c2-12: Continuing Disclosure. The Firm settled with the SEC on
February 2, 2016. The firm agreed to retain independent consultant and adopt the consultant's finding. Finn paid a
fine of $360,000.
• The Firm settled with the SEC in matters related to violations of MSRB Rules G-23(c), G-17 and SEC rule 158(c)
(1). The Firm disgorged fees of $120,000 received as financial advisor on the deal, paid prejudgment interest of
$22,400.00 and a penalty of $50,000.00.
• The Finn entered into a Settlement Agreement with Rhode Island Commerce Corporation. Under the Settlement
Agreement, the firm agreed to pay $16.0 million to settle any and all claims in connection with The Rhode Island
Economic Development Corporation Job Creation Guaranty Program Taxable Revenue Bond (38 Studios, LLC Project)
Series 2010, including the litigation thereto. The case, filed in 2012, arose out of a failed loan by Rhode Island Economic
Development Corporation. The firm's predecessor company, First Southwest Company, LLC, was one of 14
defendants. FirstSouthwest's engagement was limited to advising on the structure, terms, and rating of the underlying
bonds. Hilltop settled with no admission of liability or wrongdoing.
On April 30, 2019, the Finn entered into a Settlement Agreement with Berkeley County School District of Berkeley
County, South Carolina. The case, filed in March of 2019, arose in connection with certain bond transactions occurring
from 2012 to 2014, for which former employees of Southwest Securities, Inc., a predecessor company, provided
financial advisory services. The Firm agreed to disgorge all financial advisory fees related to such bond transactions,
which amounted to $822,966.47, to settle any and all claims, including litigation thereto. Under the Settlement
Agreement, the Finn was dismissed from the lawsuit with prejudice, no additional penalty, and with no admission of
liability or wrongdoing.
II. How to Access Form MA and Form MA-1 Filings. The Firm's most recent Form MA and each most recent Form MA-
filed with the SEC are available on the SEC's EDGAR system at Forms MA and MA -I. The SEC permits certain items of
information required on Form MA or MA -I to be provided by reference to such required information already filed by the Firms in
its capacity as a broker -dealer on Form BD or Forth U4 or as an investment adviser on Forth ADV, as applicable. Information
provided by the Finn on Form BD or Forth U4 is publicly accessible through reports generated by BrokerCheck at
htto://brokercheck.finra.org/, and the Firm's most recent Form ADV is publicly accessible at the Investment Adviser Public
Disclosure website at htto://www.adviserinfo.sec.gov/. For purposes of accessing such BrokerCheck reports or Form ADV, click
previous hyperiinks.
® 2019 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE
CONTRACT FOR FINANCIAL ADVISOR SERVICES
ATTACHMENT B
MIAMI PARKING AUTHORITY RFP #19-11
EP
REQUEST FOR PROPOSAL ("RFP")
PROJECT NAME: FINANCIAL ADVISOR SERVICES FOR THE CITY OF MIAMI
DEPT. OF OFF-STREET PARKING (DOSP) d/b/a MIAMI
PARKING AUTHORITY (MPA)
RFP NO.: 19-11
RFP ADVERTISEMENT DATE
MAY 13, 2019
LETTER OF INTENT TO RESPOND DUE ON OR BEFORE
MAY 22, 2019 at 2:00 PM
SUBMISSION OF CLARIFICATIONS DUE ON OR BEFORE
MAY 31, 2019 at 2:00 PM
PROPOSAL SUBMISSION DUE ON OR BEFORE
JUNE 24, 2019 at 11:00 AM
City of Miami Department of Off -Street Parking (DOSP)
d/b/a/ Miami Parking Authority (MPA)
Procurement Department
40 NW 3'd Street, PH Suite 1103
Miami, FL 33128
Procurement@MiamiParking.com
(305) 373-6789
SUBMITTING A COMPLETE AND TIMELY PROPOSAL IN RESPONSE TO THIS RFP IS THE SOLE
RESPONSIBILITY OF EACH PROPOSER. THE MPA IS NOT ACCOUNTABLE FOR DELAYS CAUSED
BY ANY MAIL, PACKAGE OR COURIER SERVICE, INCLUDING U.S. MAIL, OR CAUSED BY ANY
OTHER OCCURRENCE. THE MPA IS AN EQUAL OPPORTUNITY EMPLOYER AND DOES NOT
DISCRIMINATE BASED ON AGE, GENDER, RACE, SEXUAL ORIENTATION OR DISABILITY
Additional copies of this Solicitation may be obtained at www.miamiparking.com/procurement
The Department of Off -Street Parking for the City of Miami d/b/a Miami Parking Authority,
("MPA" or the "Authority") is seeking Proposals for Financial Advisor Services from
qualified Financial Advisor firms. This Request for Proposal (RFP) contains specific
information about the scope of services, submission requirements and selection
procedures.
Please submit one (1) original Bid, five (5) complete bound copies of the original Bid, and
one (1) electronic copy on a Flash USB Drive, to be delivered to the administrative office
of the Miami Parking Authority, 40 NW 3rd Street, Suite 1103, Miami, Florida 33128
no later than 11:00 a.m. on or before June 24, 2019. Submissions received past such
deadline and/or submitted to any other location or office shall be deemed not responsive
and rejected. MPA's Chief Executive Officer and/or the MPA's Board of Directors ("Board")
reserves the right to accept any timely submission deemed to be in the best interest of the
MPA, to waive any minor (e.g. not material) technicalities, omissions, or irregularities in any
submission and/or reject any or all submissions, and re -advertise, at MPA's option, for new
submissions.
Proposals are to be submitted in a sealed envelope/package bearing the name of the
individual and/or company, the address, the number and title of this RFP no later than the
date and time specified in the RFP timetable section. Proposals received after said date
and time will not be considered and no time extensions will be permitted.
Miami Parking Authority has contracted with DemandStar to maintain its vendor list in an
automated fashion. Bidders are required to subscribe to this software service in order to
receive future notifications regarding this RFP. In order to have your firm placed on the
vendor list, visit DemandStar.com. Notwithstanding, proposals for this RFP must be
delivered as stated above: one original Bid, five complete bound copies of the original
Bid, and one electronic copy on a Flash USB Drive, to the administrative office of the
Miami Parking Authority.
MPA's tentative schedule for this Solicitation is as follows:
Page 1 of 52
TABLE OF CONTENTS
GeneralTerms and Conditions............................................................................................................................. 3
SpecialTerms and Conditions.............................................................................................................................. 17
Scopeof Services................................................................................................................................................ 21
MinimumRequirements...................................................................................................................................... 25
EvaluationCriteria............................................................................................................................................. 28
PriceProposal................................................................................................................................................. 29-30
Forms.............................................................................................................................................................. 32
InsuranceRequirements...................................................................................................................................... 39
Page 2 of 52
1.0 GENERAL TERMS AND CONDITIONS
Intent: The General Terms and Conditions as described
herein apply to the acquisition of goods/equipment/services
with an estimated aggregate cost of $25,000.00 or more.
Definition: A "Formal Solicitation" is defined as issuance of
an Invitation to Bid (ITB), Request for Proposal (RFP),
Request for Qualification (RFQ) or Request for Letters of
Interest (RFLI) pursuant to the City of Miami Procurement
Code and/or Florida Law/as amended. Formal Solicitation
and °Solicitation° shall be defined in the same manner
herein. "Contractor" shall mean Bidder/Proposer who enters
into an Agreement with MPA.
1.1 ACCEPTANCE OF GOODS OR EQUIPMENT- Any
good(s) or equipment delivered under this Formal
Solicitation, if applicable, shall remain the property of the
seller until a physical inspection and actual usage of the
good is made, and thereafter is accepted as satisfactory to
the Miami Parking Authority (MPA). It must comply with the
terms herein and be fully in accordance with the
Specifications and of the highest quality. In the event the
goods/equipment supplied to MPA are found to be defective
or does not conform to the Specifications, the MPA reserves
the right to cancel the order upon written notice to the
Contractor and return the product to the Contractor at the
Contractor's expense.
1.2 ACCEPTANCE OF OFFER
The signed or electronic submission of your Solicitation
response shall be considered an offer on the part of the
Bidder/Proposer,, such offer may be deemed to be accepted
upon issuance by MPA of a Purchase Order or execution of
an Agreement.
1.2.1 DOCUMENT CHANGESIALTERATIONS
Proposer/Bidder may change or withdraw a Proposal at any
time prior to the submission deadline; however, no oral
modifications will be allowed. Written modifications shall not
be allowed following the submission deadline.
1.3 ACCEPTANCE/ REJECTION- the MPA reserves the
right to accept or reject any or all responses or parts of
responses after opening/closing date and request re -
issuance of the goods/services described in the Formal
Solicitation. In the event of such rejection, the MPA CEO,
shall notify all affected Bidders/Proposers and make
available a written explanation for the rejection. MPA also
reserves the right to reject the response of any
Bidder/Proposer who has previously failed to properly
perform under the terms and conditions of a Contract, to
deliver on time Contracts of a similar nature, or who is not in
a position to perform the requirements defined in this Formal
Solicitation. The MPA further reserves the right to waive any
irregularities or minor informalities or technicalities in any or
all of the responses and may, at its discretion re -issue this
Formal Solicitation.
1.4 ADDENDA- It is the Bidder's/Proposer's responsibility to
ensure receipt of all Addenda.
1.5 ALTERNATE PROPOSAL OR BID RESPONSES WILL
NOT BE CONSIDERED.
1.6 ASSIGNMENT- Contractor agrees not to sub Contract,
assign, transfer, convey, sublet, or otherwise dispose of the
resulting Contract, or any or all of its right, title or interest
herein, without Miami Parking Authority CEO's prior written
consent.
1.7 ATTORNEY'S FEES- In connection with any litigation,
mediation, or arbitration arising out of this Solicitation, each
party shall bear their own attorneys fees through and
including appellate litigation and any post -judgement
proceedings.
1.8 AUDIT RIGHTS AND RECORDS RETENTION- The
successful Bidder/Proposer agrees to provide access at all
reasonable times to MPA or to any of its duly authorized
representatives, to any books, documents, papers, and
records of Contractor which are directly pertinent to this
Formal Solicitation, for the purposes of audit, examination,
excerpts, and transcriptions. The successful
Bidder/Proposer shall maintain and retain any and all of
books, documents, papers, and records pertinent to the
Contract for three (3) years after the MPA makes the final
payment and all other pending matters are closed.
Contractor's failure to or refusal to comply with this condition
shall result in the immediate cancellation of a resulting
Agreement by MPA.
1.9 AVAILABILITY OF CONTRACT STATE-WIDE- Any
governmental, not -for -profit or quasi-govemmental entity in
the State of Florida, may avail itself of this resulting
Agreement and purchase any and all goods/services,
specified herein from the successful Bidder(s)/ Proposer(s)
at the Contract price(s) established herein, when
permissible by federal, state, and local laws, rules, and
regulations.
1.10 AWARD OF CONTRACT:
A. The Formal Solicitation, Bidder's/Proposer's response,
any Addenda issued, and the Purchase Order shall
constitute the entire Agreement, unless modified in
accordance with any ensuing Agreement, Amendment, or
Addenda.
Page 3 of 52
B. The Award of an Agreement where there are tie Bids will
be decided pursuant to Section 18-85(b), City of Miami
Code, or otherwise by the MPA CEO or designee.
C. The Award of a resulting Agreement may be
preconditioned on the subsequent submission of other
documents as specified in the Special Conditions or
Technical Specifications. Bidder/Proposer shall be in default
of its Contractual obligation if such documents are not
submitted in a timely manner and in the form required by
MPA. Where Bidder/Proposer is in default of these
Contractual requirements, the MPA through action taken by
the Procurement Department will void its acceptance of the
Bidder/Proposeris response and may accept the response
from the next lowest responsive, responsible Bidder or
Proposal Most Advantageous to MPA or re -solicit MPA's
requirements. The MPA at its sole discretion, may seek
monetary restitution from Bidder/Proposer and its
bid/Proposal bond or guaranty, if applicable, as a result of
damages or increased costs sustained as a result of the
Bidder/Proposer's default.
D. The term of the Contract shall be specified in one of three
documents which shall be issued to the successful
Bidder/Proposer. These documents may either be a
Purchase Order, notice of Award and/or the actual
Agreement.
E. The MPA reserves the right to automatically extend the
terms of this Agreement for up to one hundred twenty (120)
calendar days beyond the stated Contract term in order to
provide MPA departments with continual service and
supplies while a new Contract is being solicited, evaluated,
and/or awarded. If the right is exercised, MPA shall notify the
Bidder/Proposer in writing of its intent to extend the Contract
at the same price, terms and conditions for a specific number
of days. Additional extensions over the first one hundred
twenty (120) days extension may occur, if the MPA and the
successful Bidder/Proposer are in mutual agreement of such
extensions.
F. Where the Agreement involves a single shipment of
goods to the MPA, the Contract term shall conclude upon
completion of the expressed or implied warranty periods.
G. The MPA reserves the right to Award the Contract on a
split -order, lump sum or individual -item basis, or such
combination as shall best serve the interests of the MPA
unless otherwise specified.
H. The MPA Board of Directors and/or CEO may Award an
Agreement to a Bidder/Proposer that meets or exceeds the
minimum qualification requirements reflected herein. As a
result of an ITB, RFP, RFQ, or RFLI, the MPA reserves the
right to execute or not execute, as applicable, an Agreement
with the Proposer, whichever is determined to be in MP'A's
best interests. Such Agreement will be fumished by the
MPA, will contain certain terms as are in the MPA's best
interests, and may be subject to approval by the City
Attorney and Risk Management.
1.11 INTENTIONALLY OMMITTED
1.12 RESPONSE FORM (HARDCOPY FORMAT) -All forms
should be completed, signed, and submitted accordingly.
1.13 AUTHORITY OF MPA CEO- The Chief Executive
Officer of the Miami Parking Authority ("CEO', or his
designee, is further authorized to negotiate and execute all
documents including any Contracts, Amendments,
renewals, Addendums, extensions, and modifications,
including increases in capacity and increases to the Contract
funding subject to allocations, Appropriations, and
budgetary approval having been previously made, without
the necessity of subsequent MPA Board approval. Any such
document shall be in writing and in compliance with
applicable regulations and subject to legal review prior to
execution by the parties.
1.14 BRAND NAMES- If and wherever in the Specifications
brand names, makes, models, names of any manufacturers,
trade names, or Bidder/Proposer catalog numbers are
specified, it is for the purpose of establishing the type,
function, minimum standard of design, efficiency, grade, or
quality of goods only. When the MPA does not wish to rule
out other competitors' brands or makes, the phrase "OR
EQUAL" is added. When bidding/proposing an approved
equal, Bidder/Proposer shall submit, with their response,
complete sets of necessary data (factory information sheets,
Specifications, brochures, etc.) in order for the MPA to
evaluate and determine the equality of the item(s)
bid/proposed. The MPA CEO shall be the sole judge of
equality and its decision shall be final. Unless otherwise
specified, evidence in the form of samples may be requested
if the proposed brand is other than specified by the MPA.
Such samples are to be fumished after Formal Solicitation
opening/closing only upon request of the MPA. If samples
should be requested, such samples must be received by the
MPA no later than seven (7) calendar days after a formal
request is made.
1.15 CANCELLATION- The MPA CEO reserves the right to
cancel all Formal Solicitations at his discretion before its
opening/closing. In the event of Bid/Proposal cancellation,
the MPA CEO shall notify all prospective Bidder/Proposers
and make available a written explanation for the
cancellation.
1.16 CAPITAL EXPENDITURES- Contractor understands
that any Capital Expenditure that the firm makes, or
prepares to make, in order to deliver/perform the
goods/services required by the MPA, is a business risk
which the Contractor must assume. The MPA will be not be
obligated to reimburse amortized or unamortized Capital
Expenditures, or to maintain the approved status of any
Contractor. If Contractor has been unable to recoup its
Page 4 of 52
Capital Expenditures during the time it is rendering such
goodsiservices, it shall not hold MPA liable for such
expenditures.
1.17 MPA NOT LIABLE FOR DELAYS- It is further
expressly agreed that in no event shall the MPA be liable for,
or responsible to, the Bidder/Proposer/ Contractor/, any
Sub-Contractor/Sub-Consultant, or to any other person for,
or on account of, any stoppages or delays in the work herein
provided for by injunction or other legal or equitable
proceedings or on account of any delay for any cause over
which the MPA has no control.
1.18 COLLUSION- Bidder/Proposer, by submitting a
response, certifies that its response is made without
previous understanding, Agreement or connection either
with any person, firm or corporation submitting a response
for the same items/services or with the Miami Parking
Authority's Procurement Department or initiating
department. The Bidder/Proposer certifies that its response
is fair, made in good faith, without control, Collusion, fraud
or other illegal action. Bidder/Proposer certifies that it is in
compliance with the Conflict of Interest and Code of Ethics
and all applicable State and local laws. The MPA will
investigate all potential situations where Collusion may have
occurred and the MPA reserves the right to reject any and
all bids/responses where Collusion may have occurred.
1.19 COMPLIANCE WITH FEDERAL, STATE AND
LOCAL LAWS- Contractor understands that Contracts
between private entities and local governments are subject
to certain laws and regulations, including laws pertaining to
public records, conflict of interest, record keeping, etc. MPA
and Contractor agree to comply with and observe all
applicable laws, codes, and ordinances as that may in any
way affect the goods or equipment offered including but not
limited to:
A. Executive Order 11246, Equal Employment Opportunity,
as amended which prohibits discrimination against any
employee, applicant or client because of race, creed,
color, national origin, sex, or age with regards to, but not
limited to, the following: employment practices, rate of
pay or other compensation methods, and training
selection.
B. Occupational, Safety, and Health Act (OHSA), as
applicable to this Formal Solicitation.
C. The State of Florida Statutes, Section 287.133(3)(a) on
Public Entity Crimes.
D. Environmental Protection Agency (EPA), as applicable
to this Formal Solicitation.
E. Uniform Commercial Code (Florida Statutes, Chapter
672).
F. Americans with Disabilities Act of 1990, as amended
from time to time.
G. National Institute of Occupational Safety Hazards
(NIOSH), as applicable to this Formal Solicitation.
H. National Forest Products Association (NFPA), as
applicable to this Formal Solicitation.
I. City of Miami Procurement Ordinance City Code Chapter
18, Article III
J. Conflict of Interest, City Code Chapter 2, Article IV.
K. The Florida Statutes and Local Government Prompt
Payment Act, Chapter 218, Part VII.
Lack of knowledge by the Bidder/Proposer will in no way be
a cause for relief from responsibility. Non-compliance with
all local, state, and federal directives, orders, and laws may
be considered grounds for termination of Contract(s).
Copies of the City Ordinances may be obtained from the City
Clerk's Office.
1.20 CONFIDENTIALITY- As a Public Entity, the Miami
Parking Authority is subject to the Florida Sunshine Act and
Public Records Law. A confidentiality provision shall have
no application when disclosure is required by Florida law or
upon court order.
1.21 CONFLICT OF INTEREST- Bidders/Proposers, by
responding to this Formal Solicitation, certify that to the best
of their knowledge or belief, no elected/appointed official or
employee of the Miami Parking Authority is financially
interested, directly or indirectly, in the purchase of
goods/services specified in this Formal Solicitation. Any
such interests on the part of the Bidder/Proposer or its
employees must be disclosed in writing to the MPA. Further,
you must disclose the name of any MPA employee who
owns, directly or indirectly, an interest of ten percent (10%),
as per Section 2-11.1. (b) (8) of the Miami -Dade County
Code, or more of the total assets of capital stock in your firm.
A. Bidder/Proposer further agrees not to use or attempt to
use any knowledge or property or resource which may be
within his/her/its/ trust, or perform his/heats duties, to
secure a special privilege benefit, or exemption for
himself/herself, or others. Bidder/Proposer may not disclose
or use information not available to members of the general
public and gained by reason of hislherfts position, except for
information relating exclusively to governmental practices,
for his/her/its personal gain or benefit orfor the personal gain
or benefit or for the personal gain or benefit of any other
person or business entity.
B. Bidder/Proposer hereby acknowledges that helshefit has
not Contracted or transacted any business with the MPA or
any person or agency acting for the MPA and has not
appeared in representation of any third party before any
board, commission or agency of the MPA within the past two
(2) years. Bidder/Proposer further warrants that he/she/it is
not related, specifically to the spouse, son, daughter, parent,
brother or sister, to: (i) any member of the commission; (ii)
the mayor; (iii) any MPA employee; or (iv) any member of
any board agency of the MPA.
C. A violation of this section may subject the selected
Bidder/Proposer to immediate termination of any
professional services Agreement with MPA, imposition of
the maximum fine and/or any penalties allowed by law.
Additionally, violations may be considered by and subject to
actions by the Miami -Dade County Commission on Ethics.
Page 5 of 52
1.22 COPYRIGHT OR PATENT RIGHTS- Bidder/Proposers
warrant that there has been no violation of copyright or
patent rights in manufacturing, producing, or selling the
goods shipped or ordered and/or services provided as a
result of this formal Solicitation, and Bidder/Proposer agrees
to hold MPA and City of Miami harmless from any and all
liability, loss, or expense occasioned by any such violation.
1.23 COSTS INCURRED BY BIDDERIPROPOSER- All
expenses involved with the preparation and Submission of
responses to the MPA, or any work performed in connection
therewith shall be bome by the Bidder(s)/Proposer(s).
1.24 DEBARMENT AND SUSPENSIONS (SEC 18-107
CITY OF MIAMI CODE); (WITHIN CONTEXT OF SEC 18-
72)
(a) Authority and requirement to debar and suspend. After
reasonable notice to an actual prospective contractual party,
and after reasonable opportunity for such party to be heard,
the Chief Procurement Officer or designee, after
consultation with the MPA CEO or designee, the City
Attorney shall have the authority to debar a contractual
party, for the causes listed below, from consideration for
Award of MPA Contracts. The debarment shall be for a
period of not fewer than three (3) years. The MPA CEO or
designee, within the context of Sec 18-72, shall also have
the authority to suspend a contractual party from
consideration for Award of MPA Contracts if there is
probable cause for debarment, pending the debarment
determination. The authority to debar and suspend
Contractors shall be exercised in accordance the City of
Miami Code.
(b) Causes for debarment or suspension. Cause for
suspension or debarment include the following:
(1) Conviction for commission of a criminal offense incident
to obtaining or attempting to obtain a public or private
Contract or Sub -Contract, or incident to the performance of
such Contract or Sub -Contract.
(2) Conviction under State or Federal Statutes of
embezzlement, theft, forgery, bribery, falsification or
destruction of records, receiving stolen property, or any
other offense indicating a lack of business integrity or
business honesty.
(3) Conviction under State or Federal Anti-trust Statutes
arising out of the submission of Bids or Proposals.
(4) Violation of Contract provisions, which is regarded by the
MPA CEO or designee, to be indicative of non -responsibility.
Such violation may include failure without good cause to
perform in accordance with the terms and conditions of a
Contract or to perform within the time limits provided in a
Contract, provided that failure to perform caused by acts
beyond the control of a party shall not be considered a basis
for debarment or suspension.
(5) Debannent or suspension of the contractual party by any
Federal, State, or other governmental entity.
(6) False certification pursuant to paragraph (c) below.
(7) Found in violation of a zoning ordinance or any other city
ordinance or regulation and for which the violation remains
noncompliant.
(8) Found in violation of a zoning ordinance or any other city
ordinance or regulation and for which a civil penalty or fine
is due and owing to the city.
(9) Any other cause judged by the MPA CEO or designee to
be so serious and compelling as to affect the Responsibility
of the contractual party performing MPA Contracts.
(c) Certification. All Contracts for goods and services, sales,
and leases by the MPA shall contain in a certification that
neither the contractual party nor any of its principal owners
or personnel have been convicted of any of the violations set
forth above or debarred or suspended as s set forth in
paragraph (b) (5).
(d) Debarment and suspension decisions. Subject to the
provisions of paragraph (a), the MPA CEO or designee, shall
render a written decision stating the reasons for the
debarment or suspension. A copy of the decision shall be
provided promptly to the contractual party, along with a
notice of said party's right to seek judicial relief.
1.25 DEBARRED! SUSPENDED VENDORS- An entity or
affiliate who has been placed on the State of Florida
debarred or suspended vendor list may not submit a
response on a Solicitation to provide goods or services to a
public entity, may not submit a response on a Solicitation
with a public entity for the construction or repair of a public
building or public work, may not submit response on leases
of real property to public entity, may not award or perform
work as a Contractor, supplier, subcontractor, or consultant
under Contract with any public entity, and may not transact
business with any public entity.
1.26 DEFAULTIFAILURE TO PERFORM- the CEO shall be
the sole judge of non-performance, which shall include any
failure on the part of the successful Bidder/Proposer to
accept the Award, to furnish required documents, and /or to
fulfill any portion of this Contract within the time stipulated
herein, or as otherwise stipulated in the Agreement. Upon
default by the successful Bidder/Proposer to meet any terms
of this Agreement, the MPA will notify the Bidder/Proposer
of the default and provide the Contractor three (3) days
(weekends and holidays excluded) to remedy the default.
Failure on the Contractors part to correct the default within
the three (3) days shall result in the Contract being
terminated and upon the MPA notifying in writing the
Contractor of its intentions and the effective date of
termination. The following shall constitute default:
A. Failure to perform the work or deliver the goods/services
required under the Contract and/or within the time required
or failing to use the subcontractors, entities, and personnel
as identified and set forth, and to the degree specified in the
Contract.
Page 6 of 52
B. Failure to perform the work with sufficient workers and
equipment or with sufficient materials to ensure timely to
ensure timely completion.
C. Neglecting or refusing to remove materials or perform
new work where prior work has been rejected as non-
conforming with the terms of the Contract.
D. Becoming insolvent, being declared bankrupt, or
committing any act of bankruptcy, or insolvency, or making
an assignment for the benefit of creditors, if the insolvency,
bankruptcy, or assignment render the successful
Bidder/Proposer incapable of performing the work in
accordance with and as required by the Contract.
E. Failure to comply with any of the terms of the Contract in
any material aspect. All costs and charges incurred by the
MPA as a result of default or a default incurred beyond the
time limits stated, together with the cost of completing the
work, shall be deducted from any monies due or which may
be become due on this Contract.
1.27 DETERMINATION OF RESPONSIVENESS- Each
Proposal will be reviewed to determine if it is responsive to
the submission requirements outlined in the Formal
Solicitation. A "responsive" response is one which follows
the requirements of the Formal Solicitation, includes all
documentation, is submitted in the format outlined in the
Formal Solicitation, and is submitted and received by MPA
within the time specified, and has appropriate signatures as
required on each document. Failure to comply with these
requirements may deem a response non -responsive.
1.28 DISCOUNTS OFFERED DURING TERM OF
CONTRACT- Discount prices offered in the response shall
be fixed after the Award by the MPA CEO and/or the MPA
Board of Directors, unless otherwise specified in the Special
Terms and Conditions. Price discounts off the original prices
quoted in the response will be accepted from successful
Bidders)/Proposer(s) during the term of the Contract. Such
discounts shall remain in effect for a minimum of 120 days
from approval by the MPA Board of Directors. Any discounts
offered by a manufacturer to Bidder/Proposer will be passed
on to the MPA.
1.29 DISCREPANCIES, ERRORS, AND OMISSIONS- Any
discrepancies, errors, or ambiguities in the Formal
Solicitation or Addenda (if any) should be reported in writing
to the MPA's Procurement Department. Should it be found
necessary, a written Addendum will be incorporated in the
Formal Solicitation and will be part of the purchase
Agreement (Contract documents). The MPA will not be
responsible for any oral instructions, clarifications or other
communications.
A. Order of Precedence- Any inconsistency in this Formal
Solicitation shall be resolved by giving precedence to the
following documents, the first of such list being the governing
documents.
1) Addenda (as applicable)
2) Specifications
3) Special Conditions
4) General Terms and Conditions
1.30 EMERGENCYIDISASTER PERFORMANCE- In the
event of a hurricane or other emergency or disaster
situation, the Bidder/Proposer shall provide the MPA with
the commodities/services defined within the scope of this
Formal Solicitation at the price contained within the
Bidder/Proposer's response. Further, Bidder/Proposer shall
deliver/perform for the MPA on a priority basis during such
times of emergency.
1.31 ENTIRE CONTRACT OR AGREEMENT- The
Agreement with the MPA shall include this Formal
Solicitation, any Addendums, and Contractor's response to
this Solicitation. It shall represent the entire understanding
and Agreement between the parties with respect to the
subject matter hereof and supersede all other negotiations,
if any, made by and between the parties. To the extent that
the RFP conflicts with, modifies, alters or changes any of the
terms and conditions contained in the Contract, the Contract
shall prevail. In the event of a conflict in the Contract
documents, the priorities stated herein shall govern;
revisions (Amendments) to the Contract which are executed
shall govern over the Contract; the Contract shall govem
over the RFP, any Addendum to the RFP and the RFP
response. The RFP shall govem over the RFP response.
1.32 ESTIMATED QUANTITIES- Estimated quantities or
estimated dollars may be provided for your guidance only.
No guarantee is expressed or implied as to quantities that
will be purchased during the Contract period. The MPA is
not obligated to place an order for any given amount
subsequent to the Award of this Agreement. Said estimates
may be used by the MPA for purposes of determining the
low Bidder or Most Advantageous Proposer meeting
Specifications. The MPA reserves the right to acquire
additional quantities at the prices bid/proposed or at lower
prices in this Formal Solicitation.
1.33 EVALUATION OF RESPONSES -
A. Rejection of Responses
The Miami Parking Authority may reject a response for any
of the following reasons:
Page 7 of 52
1) Proposer fails to acknowledge receipt of Addenda;
2) Proposer misstates or conceals any material fact
in the Response;
3) Response does not conform to the requirements
of the Formal Solicitation;
4) Response requires a conditional award that
conflicts with the method of Award;
5) Response does not include required samples,
certificates, licenses as required and;
6) Response was not executed by the Proposer's
authorized agent
7) Proposer is not registered in the Florida Division
of Corporations; and
8) Responses vary from the provided Specifications
The foregoing is not an all-inclusive list of reasons for which
a response may be rejected. The MPA may reject and re -
advertise for all or any part of the Formal Solicitation
whenever it is deemed in the best interest of the MPA.
B. Elimination from Consideration
1) A Contract shall not be awarded to any person or firm
which is in arrears to MPA upon any debt or Contract, or
which is a defaulter as surety or otherwise upon any
obligation to the MPA.
2) A Contract may not be awarded to any person or firm
which has failed to perform under the terms and conditions
of any previous Contract with the MPA or deliver on time
goods and/or services on Contracts of a similar nature.
3) A Contract may not be awarded to any person or firm
which has been debarred by the City in accordance with the
City's Debarment and Suspension Ordinance.
C. Determination of Responsibility
1) Responses will only be considered from entities who are
regularly engaged in the business of providing the
goods/equipment/services required by the Formal
Solicitation. Bidder/Proposer must be able to demonstrate a
satisfactory record of performance and integrity; and have
sufficient financial, material, equipment, facility, personnel
resources, and expertise to meet all Contractual
requirements. The terms "equipment and organization" as
used herein shall be construed to mean a fully equipped and
well -established entity in line with the best industry practices
in the industry as determined by the MPA.
2) The MPA may consider any evidence available regarding
the financial, technical and other qualifications and abilities
of a Bidder/Proposer, including past performance
(experience) with the MPA or any other governmental entity
in making the award.
3) The MPA may require the Bidders)/Proposer(s) to show
proof that they have been designated as an authorized
representative of a manufacturer or supplier which is the
actual source of supply, if required by the Formal
Solicitation.
1.34 EXCEPTIONS TO GENERAL AND/OR SPECIAL
CONDITIONS OR SPECIFICATIONS- No exceptions shall
be taken to the general conditions and/or special conditions
or Specifications. Any exception taken may render the
Bidder/Proposer to be deemed non -responsive by the MPA
CEO or his designee.
1.35 F.O.B. DESTINATION- Unless otherwise specified in
the Formal Solicitation, all prices quoted/proposed by the
Bidder/Proposer must be F.O.B. DESTINATION, inside
delivery, with all delivery costs and charges included in the
Bid/Proposal price, unless otherwise specified in this Formal
Solicitation. Failure to do so may be cause for rejection of
bid/Proposal.
1.36 FIRM PRICES- The Bidder/Proposer warrants that
prices, terms, and conditions quoted in its response will
remain firm for the period of performance or resulting
Purchase Orders or Contracts, which are to be performed or
supplied over a period of time.
1.37 GOVERNING LAW AND VENUE- The validity and
effect of this Agreement shall be governed by the laws of the
State of Florida. The parties agree that any action, mediation
or arbitration arising out of this Contract shall take place in
Miami -Dade County, Florida.
1.38 HEADINGS AND TERMS- The headings to the various
paragraphs of this Agreement have been inserted for
convenience only and shall not in any manner be
constructed as modifying, amending or affecting in any way
the expressed terms and provisions hereof.
1.39 HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT (HIPPA)- Any person or entity that
performs or assists the MPA with a function or activity
involving the use or disclosure of "individually identifiable
health information (IIHI) and/or Protected Health Information
(PHI) shall comply with the Health Insurance Portability and
Accountability Act (HIPAA) of 1996, as amended and the
Miami Parking Authority Privacy Standards. HIPAA
mandates for privacy, security and electronic transfer
standards, which include but are not limited to:
A. Use of information only for performing services required
by the Contract or as required by law,
B. Use of appropriate safeguards to prevent non -permitted
disclosures;
C. Reporting to the MPA of any non -permitted use or
disclosure;
D. Assurances that any agents and sub -Contractors agree
to the same restrictions and conditions that apply to the
Bidder/Proposer and reasonable assurances that IIHI/PHI
will be held confidential;
E. Making Protected Health Information (PHI) available to
the customer;
F. Making PHI available to the customer for review and
Amendment; and incorporating any Amendments requested
by the customer;
G. Making PHI available to the MPA for an accounting of
disclosures; and
H. Making internal practices, books and records related to
PHI available to the MPA for compliance audits.
PHI shall maintain its protected status regardless of the form
and method of transmission (paper records, and/or
electronic transfer of data). The Bidder/Proposer must give
its customers written notice of its privacy information
practices, including specifically, a description of types of
uses and disclosures that would be made with protected
health information.
Page 8 of S2
1.40 INDEMNIFICATION- Contractor shall defend, save,
indemnify, and hold harmless the MPA, the City of Miami,
and their respective officials, officers, agents, directors, and
employees, from liabilities, damages, losses, and costs,
including, but not limited to reasonable attorneys fees, to the
extent caused by the negligence, recklessness or intentional
wrongful misconduct of Contractor and persons employed or
utilized by Contractor in the performance of this Contract and
will save, indemnify, hold harmless and defend the MPA and
the City of Miami, their officials, officers, agents, directors
and employees against, any civil actions, statutory or similar
claims, injuries or damages arising or resulting from the
permitted work, even if it is alleged that the MPA and/or its
officials and/or employees were negligent. These
indemnifications shall survive the term of this Contract. In
the event that any action or proceeding is brought against
MPA and the City of Miami by reason of any such claim or
demand, Contractor shall, upon written notice from MPA,
resist and defend such action or proceeding by counsel
satisfactory to MPA. The Contractor expressly understands
and agrees that any insurance protection required by this
Contract or otherwise provided by Contractor shall in no way
limit the responsibility to indemnify, keep and save harmless
and defend the MPA or its officers, employees, agents and
instrumentalities as herein provided. The indemnification
provided above shall obligate Contractor to defend at its own
expense to and through appellate, supplemental or
bankruptcy proceeding, or to provide for such defense, at
MPA's option, any and all claims of liability and all suits and
actions of every name and description which may be brought
against MPA whether performed by Contractor, or persons
employed or utilized by Contractor. This indemnity will
survive the cancellation or expiration of the Contract.
Contractor shall require all Sub -Contractor Agreements to
include a provision that they will indemnify the MPA. The
Contractor agrees and recognizes that the MPA shall not be
held liable or responsible for any claims which may result
from any actions or omissions of the Contractor in which the
MPA participated either through review or concurrence of
the Contractor's actions. In reviewing, approving or rejecting
any submissions by the Contractor or other acts of the
Contractor, the MPA in no way assumes or shares any
responsibility or liability of the Contractor or Sub -Contractor,
under this Agreement. Nothing contained in this Agreement
in any way is intended to be a waiver of the limitation placed
upon the City or MPA's liability as set forth in Chapter 768,
Florida Statutes, as may be amended from time to time.
Additionally, the MPA does not waive sovereign immunity,
and no claim or award against the MPA shall include
attorneys fees, investigative costs or prejudgment interest.
This Section 1.42 shall survive the termination of the
Agreement.
1.41 FORMATION AND DESCRIPTIVE LITERATURE-
Bidder/Proposer must furnish all information requested in
the spaces provided in the Formal Solicitation. Further, as
may be specified elsewhere, each Bidder/Proposer must
submit for evaluation, cuts, sketches, descriptive literature,
technical Specifications, and Material Safety Data Sheets
(MSDS)as required, covering the products offered.
Reference to literature submitted with a previous response
or file with will not satisfy this provision.
1.42 INSPECTIONS- The MPA may, at reasonable times
during the term hereof, inspect Contractor's facilities and
perform such tests, as the City and or MPA deems
reasonably necessary, to determine whether the goods
and/or services required to be provided by the Contractor
under this Contract conform to the terms and conditions of
the Formal Solicitation. Contractor shall make available to
the City all reasonable facilities and assistance to facilitate
the performance of tests or inspections by City and or MPA
representatives. All tests and inspections shall be subject to,
and made in accordance with Section 18-101, City Code, as
may be amended or supplemented from time to time.
1.43 INSPECTION OF RESPONSE- Responses received
by the MPA pursuant to a Formal Solicitation will not be
made available until such time as the MPA provides notice
of a decision or intended decision. A cone of silence shall
apply to this RFP, pursuant to Section 2-11.1(t), Miami -Dade
County Code and Section 18-74(c), City Code. Bid/Proposal
results will be tabulated and may be furnished upon request
via e-mail to the Procurement Department. Tabulations are
also available on MPA's Web Site following
recommendation for Award.
1.44 INSURANCE- Within ten (10) days after receipt of
Notice of Award, the successful Contractor, shall furnish
evidence of Insurance to the Procurement Department.
Submitted evidence of coverage shall demonstrate strict
compliance to all requirements listed on the Special
Conditions entitled "Insurance Requirements". The City and
MPA shall be listed as an "Additional Insured." Issuance of
a Purchase Order and or Agreement is contingent upon the
receipt of proper insurance documents. If the insurance
certificate is received within the specified time frame but not
in the manner prescribed in this Solicitation the Contractor
shall be verbally notified of such deficiency and shall have
an additional five (5) calendar days to submit a corrected
certificate to the City and MPA. If the Contractor fails to
submit the required insurance documents in the manner
prescribed in this Solicitation within fifteen (15) calendar
days after receipt of Notice of Award, the Contractor shall be
in default of the contractual terms and conditions and shall
not be awarded the Contract. Under such circumstances,
the Bidder/Proposer may be prohibited from submitting
future responses to the City and MPA. Information regarding
any insurance requirements shall be directed to the Risk
Administrator, Department of Risk Management, at 444 SW
2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604.
The Bidder/Proposer shall be responsible for assuring that
the insurance certificates required in conjunction with this
Section remain in effect for the duration of the contractual
period; including any and all option terms that may be
granted to the Bidder/Proposer.
Page 9 of 52
1.45 INVOICES- Invoices shall contain Purchase Order
number and details of goods and/or services delivered (i.e.
quantity, unit price, extended price, etc.); and be in
compliance with Chapter 218 of the Florida Statutes (Prompt
Payment Act) Part VII.
1.46 LOCAL PREFERENCE
A. City Code Section 18-85, states, `when a responsive,
responsible non -local Bidder submits the lowest bid price,
and the bid submitted by one or more responsive,
responsible local Bidders who maintain a local office, as
defined in Section 18-73, is within fifteen percent (15%) of
the price submitted by the non -local Bidder, then that non -
local Bidder and each of the aforementioned responsive,
responsible local Bidders shall have the opportunity to
submit a best and final bid equal to or lower than the amount
of the low bid previously submitted by the non -local Bidder.
Contract Award shall be made to the lowest responsive,
responsible Bidder submitting the lowest best and final bid.
In the case of a be in the best and final bid between a local
Bidder and a non -local Bidder, Contract Award shall be
made to the local Bidder.°
1.47 MANUFACTURER'S CERTIFICATION- The MPA
reserves the right to request from Bidders/Proposers
separate Manufacturer's Certification of all statements made
in the Bid/Proposal. Failure to provide such certification may
result in the rejection of Bid/Proposal or termination of
ContractlAgreement, for which the Bidder/Proposer must
bear full liability.
1.48 MODIFICATIONS OR CHANGES IN PURCHASE
ORDERS AND CONTRACTS- No Purchase Orders or
Contracts, shall be binding upon the MPA unless made in
writing and accepted by the MPA CEO, through the issuance
of a change order, Addendum, Amendment, or supplement
to the Contract, Purchase Order or Award sheet as
appropriate.
1.49 NO PARTNERSHIP OR JOINT VENTURE- Nothing
contained in this Agreement will be deemed or construed to
create a partnership or joint venture between MPA and
Contractor, or to create any other similar relationships
between the parties.
1.50 NON-CONFORMANCE TO CONTRACT
CONDITIONS- Items may be tested for compliance with
Specifications under the direction of the Florida Department
of Agriculture and Consumer Services or by other
appropriate testing Laboratories as determined by the MPA.
The data derived from any test for compliance with
Specifications is public record and open to examination
thereto in accordance with Chapter 119, Florida Statutes.
Items delivered not conforming to Specifications may be
rejected and returned at Bidder's/Proposer's expense.
These non -conforming items not delivered as per delivery
date in the response and/or Purchase Order may result in
Bidder/Proposer being found in default in which event any
and all re -procurement costs may be charged against the
defaulted Contractor. Any violation of these stipulations may
also result in the supplier's name being removed from the
MPA's supplier list.
1.51 NON-DISCRIMINATION- Bidder/Proposer agrees that
it shall not discriminate as to race, sex, color, age, religion,
national origin, marital status, or disability in connection with
its performance under this Formal Solicitation. Furthermore,
Bidder/Proposer agrees that no otherwise qualified
individual shall solely by reason of his/her race, sex, color,
age, religion, national origin, marital status or disability be
excluded from the participation in, be denied benefits of, or
be subjected to, discrimination under any program or
activity. In connection with the conduct of its business,
including performance of services and employment of
personnel, Bidder/Proposer shall not discriminate against
any person on the basis of race, color, religion, disability,
age, sex, marital status or national origin. All persons having
appropriate qualifications shall be afforded equal opportunity
for employment.
1.52 NON-EXCLUSIVE CONTRACTIPIGGYBACK
PROVISION- At such times as may serve its best interest,
the MPA reserves the right to advertise for, receive, and
award additional Contracts for same or similar goods and/or
services, and to make use of other competitively bid
(governmental) agreements, or other similar procurement
sources for the purchase of these goods and/or services as
may be available. It is hereby agreed and understood that
this Formal Solicitation does not constitute the exclusive
rights of the successful Bidder(s)/Proposer(s) to receive all
orders that may be generated by the MPA in conjunction with
this Formal Solicitation.
1.53 LOCAL BUSINESS TAX- Any person, firm, corporation
or joint venture, with a business location in the City of Miami
and who is submitting a Response under this Formal
Solicitation shall meet the City's Local Business Tax
requirements in accordance with Chapter 31, Article II of the
City of Miami Code. Others with allocation outside the City
of Miami shall meet their Local Business Tax requirements.
A copy of the Local Business Tax Receipt (BTR) must be
submitted with the response; however, the MPA may at its
sole option and in its best interest allow the Bidder/Proposer
to supply the BTR to the MPA during the evaluation period,
but prior to Award.
1.54 ONE PROPOSAL- Only one (1) Response from an
individual, firm, partnership, corporation or joint venture will
be considered in response to this Formal Solicitation.
1.55 OWNERSHIP OF DOCUMENTS- It is understood by
and between the parties that any documents, records, files,
or any other matter whatsoever which is given by the MPA
to the successful Bidder/Proposer pursuant to this Formal
Solicitation shall at all times remain the property of the MPA
Page 10 of 52
and shall not be used by the Bidder/Proposer for any other
purposes whatsoever without the written consent of the
MPA.
1.56 PARTIAL INVALIDITY If any provision of this Contract
or the application thereof to any person or circumstance
shall to any extent be held invalid, then the remainder of this
Contract or the application of such provision to persons or
circumstances other than those as to which it is held invalid
shall not be affected thereby, and each provision of this
Contract shall be valid and enforced to the fullest extent
permitted by law.
1.57 INTENTIONALLY OMITTED
1.58 PREPARATION OF RESPONSES (HARDCOPY
FORMAT)- Bidders/Proposers are expected to examine the
Specifications, required delivery, drawings, and all special
and general conditions. All Proposal amounts, if required,
shall be either typewritten or entered into the space provided
with ink. Failure to do so will be at the Bidder's/Proposer's
risk.
A. Each Bidder/Proposer shall famish the information
required in the Formal Solicitation. The Bidder/Proposer
shall sign the Response and print in ink or type the name of
the Bidder/Proposer, address, and telephone number on the
face page and on each continuation sheet thereof on which
he/she makes an entry, as required.
B. If so required, the unit price for each unit offered shall be
shown, and such price shall include packaging handling and
shipping, and F.O.B. Miami delivery inside City premises
unless otherwise specified. Bidder/Proposer shall include in
the response all taxes, insurance, social security, workmen's
compensation, and any other benefits normally paid by the
Bidder/Proposer to its employees. If applicable, a unit price
shall be entered in the "Unit Price" column for each item.
Based upon estimated quantity, an extended price shall be
entered in the "Extended Price" column for each item
offered. In case of a discrepancy between the unit price and
extended price, the unit price will be presumed correct.
C. The Bidder/Proposer must state a definite time, if
required, in calendar days for delivery of goods and/or
services.
D. The Bidder/Proposer should retain a copy of all response
documents for future reference.
E. All responses, as described, must be fully completed and
typed or printed in ink and must be signed in ink with the
firm's name and by an officer or employee having authority
to bind the company or firm by his/her signature.
Bids/Proposals having any erasures or corrections must be
initialed in ink by person signing the response or the
response may be rejected.
F. Responses are to remain valid for at least 180 days. Upon
Award of a Contract, the content of the successful
Bidder's/Proposer's response may be included as part of the
Contract, at the MPA's discretion.
G. The MPA Response Forms shall be used when
Bidder/Proposer is submitting its response in hardcopy
format. Use of any other forms will result in the rejection of
the response. If submitting Hardcopy format, the original and
three (3) copies of these sets of forms, unless otherwise
specified, and any required attachments must be returned to
the Miami Parking Authority or your response may be
deemed non -responsive.
1.59 PRICE ADJUSTMENTS- Any price decrease
effectuated during the Contract period either by reason of
market change or on the part of the Contractor to other
customers shall be passed on to MPA.
1.60 PRODUCT SUBSTITUTES- In the event a particular
awarded and approved manufacturers product becomes
unavailable during the term of the Contract, the Contractor
awarded that item may arrange with the MPA's authorized
representative(s) to supply a substitute product at the
awarded price or lower, provided that a sample is approved
in advance of delivery and that the new product meets or
exceeds all quality requirements.
1.61 CONFLICT OF INTEREST, AND UNETHICAL
BUSINESS PRACTICE PROHIBITIONS- Contractor
represents and warrants to the MPA that it has not employed
or retained any person or company employed by the MPA to
solicit or secure this Contract and that it has not offered to
pay, paid, or agreed to pay any person any fee, commission,
percentage, brokerage fee, or gift of any kind contingent
upon or in connection with, the Award of this Agreement.
1.62 PROMPT PAYMENT- Bidders/Proposers may offer a
cash discount for prompt payment; however, discounts shall
not be considered in determining the lowest net cost for
response evaluation purposes. Bidders/Proposers are
required to provide their prompt payment terms in the space
provided on the Formal Solicitation. If no prompt payment
discount is being offered, the Bidder/Proposer must enter
zero (0) for the percentage discount to indicate no discount.
If the Bidder/Proposer fails to enter a percentage, it is
understood and agreed that the terms shall be 2% 20 days,
effective after receipt of invoice or final acceptance by the
MPA, whichever is later. When the MPA is entitled to a cash
discount, the period of computation will commence on the
date of delivery, or receipt of a correctly completed invoice,
whichever is later. If an adjustment in payment is necessary
due to damage, the cash discount period shall commence
on the date final approval for payment is authorized. If a
discount is part of the Contract, but the invoice does not
reflect the existence of a cash discount, the MPA is entitled
to a cash discount with the period commencing on the date
it is determined by the MPA that a cash discount applies.
Price discounts off the original prices quoted on the Price
Sheet will be accepted from successful Bidders/Proposers
during the term of the Contract.
1.63 PROPERTY- Property owned by Miami Parking
Authority is the responsibility of the Miami Parking Authority.
Such property furnished to a Contractor for repair,
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modification, study, etc., shall remain the property of the
MPA. Damages to such property occurring while in the
possession of the Contractor shall be the responsibility of
the Contractor. Damages occurring to such property while in
route to Miami Parking Authority facilities, shall be the
responsibility of the Contractor. In the event that such
property is destroyed or declared a total loss, the Contractor
shall be responsible for replacement value of the property at
the current market value.
1.64 PROVISIONS BINDING- Except as otherwise
expressly provided in the resulting Contract, all covenants,
conditions, and provisions of the resulting Contract shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, legal representatives,
successors and assigns.
1.65 PUBLIC ENTITY CRIMES- A person or affiliate who
has been placed on the convicted vendor list following a
conviction for a public entity crime may not submit a
response on a Contract to provide any goods or services to
a public entity, may not submit a response on a Contract with
a public entity for the construction or repair of a public
building or public work, may not submit responses on leases
of real property to a public entity, may not be awarded or
perform work as a Contractor, supplier, subcontractor, or
consultant under a Contract with any public entity, and may
not transact business with any public entity in excess of the
threshold amount provided in Section 287.017FIodda
Statutes, for CATEGORY TWO for a period of 36 months
from the date of being placed on the convicted vendor list.
1.66 PUBLIC RECORDS- Contractor will keep adequate
records and supporting documentation, which concern or
reflect its Scope of Services hereunder. Records subject to
the provisions of the Public Records Law, Florida Statutes
Chapter 119, shall be kept in accordance with the applicable
statutes. Otherwise, the records and documentation will be
retained by the Consultant for a minimum of three (3) years
from the date of termination of this Agreement or the date
the Project is completed, whichever is later. The MPA, or
any duly authorized agents or representatives of the MPA,
shall have the right to audit, inspect, and copy all such
records and documentation as often as they deem
necessary during the period of this Agreement and during
the three (3) year period noted above; provided, however
such activity shall be conducted only during normal business
hours upon reasonable advance written notice. Contractor
shall not be responsible for indemnifying MPA to the extent
its employee is residing in MPA facilities as an extension of
MPA Staff and under direct MPA supervision. Contractor
shall additionally comply with Section 119.0701, Florida
Statutes, including without limitation: (1) keep and maintain
public records that ordinarily and necessarily would be
required by the MPA to perform this service; (2) provide the
public with access to public records on the same terms and
conditions as the MPA would at the cost provided by Chapter
119, Florida Statutes, or as otherwise provided by law; 3)
ensure that public records that are exempt or confidential
and exempt from disclosure are not disclosed except as
authorized by law, (4) meet all requirements for retaining
public records and transfer, at no cost, to the MPA all public
records in its possession upon termination of this Agreement
and destroy any duplicate public records that are exempt or
confidential and exempt from disclosure requirements; and,
(5) provide all electronically stored public records to the MPA
in a format compatible with the MPA information technology
systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS YALETZA MORALES, 305.373-6789, at
PublicRecords(&-MiamiParkinmcom. MIAMI PARKING
AUTHORITY, 40 NW 3RD ST Suite 1103, Miami, FL 33128.
1.67 QUALITY OF GOODS, MATERIALS, SUPPLIES,
PRODUCTS, AND EQUIPMENT- All materials used in the
manufacturing or construction of supplies, materials, or
equipment covered by this Solicitation shall be new. The
items bid/proposed must be of the latest make or model, of
the best quality, and of the highest grade of workmanship,
unless as otherwise specified in this Solicitation.
1.68. QUALITY OF WORK/SERVICES - The workiservices
performed must be of the highest quality and workmanship.
Materials furnished to complete the service shall be new and
of the highest quality except as otherwise specified in this
Solicitation.
1.69. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If
prior to Contract Award it is determined that a Formal
Solicitation or proposed Award is in violation of law, then the
Solicitation or proposed Award shall be cancelled by the
MPA CEO, as may be applicable, or revised to comply with
the law.
1.70. RESOLUTION OF CONTRACT DISPUTES (CITY OF
MIAMI CODE, SEC.18-105); (WITHIN THE CONTEXT OF
SEC 18-72)
(a) Authority to resolve Contract disputes. The MPA CEO or
designee, after obtaining the approval of the City Attorney,
shall have the authority to resolve controversies between the
contractual party and the MPA which arise under, or by
virtue of, a Contract between them; provided that, in cases
involving an amount greater than $25,000, the MPA Board
of Directors must approve the MPA CEO or designee's,
decision. Such authority extends, without limitation, to
controversies based upon breach of Contract, mistake,
misrepresentation or lack of complete performance, and
shall be invoked by a contractual party by submission of a
protest to the MPA CEO or designee.
(b) Contract dispute decisions. If a dispute is not resolved by
mutual consent, the MPA CEO or designee, shall promptly
Page 12 of 52
render a written report stating the reasons for the action
taken by the MPA Board of Directors or the MPA CEO or
designee, which shall be final and conclusive. A copy of the
decision shall be immediately provided to the protesting
party, along with a notice of such party's right to seek judicial
relief, provided that the protesting party shall not be entitled
to such judicial relief without first having followed the
procedure set forth in this section.
1.71. RESOLUTION OF PROTESTED SOLICITATIONS
AND AWARDS (City of Miami Code, Sec.18-104)
(a) Right to protest. The following procedures shall be used
for resolution of protested Solicitations and awards except
for purchases of goods, supplies, equipment, and services,
the estimated cost of which does not exceed $25,000.
Protests thereon shall be governed by the Administrative
Policies and Procedures of Purchasing, within the context of
Section 18-72 of the City Code.
1. Protest of Solicitation.
i. Any prospective Proposer who perceives itself aggrieved
in connection with the Solicitation of a Contract may protest
to the MPA CEO or designee. A written notice of intent to file
a protest shall be filed with the MPA CEO or designee within
three days after the ITBs, RFPs, RFQs, or RFLIs is
published in a newspaper of general circulation. A notice of
intent to file a protest is considered filed when received by
the MPA CEO or designee; or
ii. Any prospective Bidder who intends to contest the
Solicitation Specifications or a Solicitation may protest to the
MPA CEO or designee. A written notice of intent to file a
protest shall be filed with the MPA CEO or designee within
three days after the Solicitation is published in a newspaper
of general circulation. A notice of intent to file a protest is
considered filed when received by the MPA CEO or
designee.
2. Protest of Award
i. Written notice of intent to file a protest shall be filed with
the MPA CEO or designee within two (2) days after receipt
by the Proposer of the notice of the Procurement
Administrator's recommendation for award of Contract,
which will be posted on the Miami Parking Authority
Procurement Department's website. The Bidder/Proposer
must contact the Procurement Administrator for that
Solicitation to obtain the suppliers name. It shall be the
responsibility of the Bidder/Proposer to check this section of
the website daily after responses are submitted to receive
the notice; or
ii. Any actual Responsive and Responsible Bidder whose
Bid is lower than that of the recommended Bidder may
protest to the MPA CEO or designee. A written notice of
intent to file a protest shall be filed with the MPA CEO or
designee within two (2) days after receipt by the Bidder of
the notice of the MPA's responsiveness or non -
responsibility. The receipt by Bidder of such notice shall be
confirmed by the MPA via electronic mail or U.S. mail, return
receipt requested. A notice of intent to file a protest is
considered filed when received by the MPA CEO or
designee.
iii. A written protest based on any of the foregoing must be
submitted to the MPA CEO or designee within five (5) days
after the date the notice of protest was filed. A written protest
is considered fled when received by the MPA CEO or
designee. The written protest may not challenge the relative
weight of the evaluation criteria or the formula for assigning
points in making an award determination. The written protest
shall state with particularity the specific facts and law upon
which the protest of the Solicitation or the award is based
and shall include all pertinent documents and evidence and
shall be accompanied by the required Filing Fee as provided
in subsection (f). This shall form the basis for review of the
written protest and no facts, grounds, documentation or
evidence not contained in the protester's submission to the
MPA CEO or designee at the time of filing the protest shall
be permitted in the consideration of the written protest. No
time will be added to the above limits for service by mail. In
computing any period of time prescribed or allowed by this
section, the day of the act, event or default from which the
designated period of time begins to run shall not be included.
The last day of the period so computed shall be included
unless it is a Saturday, Sunday or legal holiday in which
event the period shall run until the end of the next day which
is neither a Saturday, Sunday or legal holiday. Intermediate
Saturdays, Sundays and legal holidays shall be excluded in
the computation of the time for filing.
(b) Authority to resolve protests. The Chief Procurement
Officer or designee shall have the authority, subject to the
approval of the MPA CEO or designee, and the City
Attorney, to settle and resolve any written protest. The MPA
CEO or designee shall obtain the requisite approvals and
communicate said decision to the protesting party and shall
submit said decision to the MPA Board of Directors within 30
days after he/she receives the protest. In cases involving
more than $25,000, the decision of the MPA CEO or
designee shall be submitted for approval or disapproval
thereof to the MPA Board of Directors after a favorable
recommendation by the City Attorney and the MPA CEO or
designee.
(c) Compliance with filing requirements. Failure of a party to
timely file either the notice of intent to file a protest or the
written protest, together with the required Filing Fee as
provided in subsection (0, with the MPA CEO or designee
within the time provided in subsection (a), above, shall
constitute a forfeiture of such party's right to file a protest
pursuant to this section. The protesting party shall not be
entitled to seek judicial relief without first having followed the
procedure set forth in this section
(d) Stay of Procurements during protests. Upon receipt of a
written protest filed pursuant to the requirements of this
section, the MPA shall not proceed further with the
Solicitation or with the Award of the Contract until the protest
is resolved by the MPA CEO or designee, or the MPA Board
of Directors as provided in subsection (b) above, unless the
MPA CEO or designee makes a written determination that
the Solicitation process or the Contract Award must be
Page 13 of 52
continued without delay in order to avoid an immediate and
serious danger to the public health, safety or welfare.
(e) Costs. All costs accruing from a protest shall be assumed
by the protestor.
(f) Filing Fee. The written protest must be accompanied by
a filing fee in the form of a money order or cashier's check
payable to the city in an amount equal to one percent of the
amount of the Bid or proposed Contract, or $5000.00,
whichever is less, which filing fee shall guarantee the
payment of all costs which may be adjudged against the
protestor in any administrative or court proceeding. If a
protest is upheld by the MPA CEO or designee and/or the
MPA Board of Directors, as applicable, the filing fee shall be
refunded to the protestor less any costs assessed under
subsection (e) above. If the protest is denied, the filing fee
shall be forfeited to the city in lieu of payment of costs for the
administrative proceedings as prescribed by subsection (e)
above.
1.72. SAMPLES - Samples of items, when required, must
be submitted within the time specified at no expense to the
MPA. If not destroyed by testing, Bidder(s)/Proposer(s) will
be notified to remove samples, at their expense, within 30
days after notification. Failure to remove the samples will
result in the samples becoming the property of the MPA.
1.73. SELLING, TRANSFERRING OR ASSIGNING
RESPONSIBILITIES - Contractor shall not sell, assign,
transfer or subcontract at any time during the term of the
Agreement, or any part of its operations, or assign any
portion of the performance required by this resulting
Agreement, except under and by virtue of written permission
granted by the MPA through the proper officials, which may
be withheld or conditioned, in the MPA's sole discretion.
1.74. SERVICE AND WARRANTY — When specified, the
Bidder/Proposer shall define all warranties, services and
replacements that will be provided. Bidders/Proposer must
explain on the Response to what extent warranty and
service facilities are available. A copy of the manufacturer's
warranty, if applicable, should be submitted with your
response.
1.75. SILENCE OF SPECIFICATIONS - The apparent
silence of these Specifications and any supplemental
Specification as to any detail or the omission from it of
detailed description concerning any point shall be regarded
as meaning that only the best commercial practices are to
prevail and that only materials of first quality and correct
type, size and design are to be used. All workmanship and
services are to be of first quality. All interpretations of these
Specifications shall be made upon the basis of this
statement. If your firm has a current Contract with the State
of Florida, Department of General Services, to supply the
items on this Solicitation, the Bidder/Proposer shall quote
not more than the Contract price; failure to comply with this
request will result in disqualification of bid/Proposal.
1.76. SUBMISSION AND RECEIPT OF RESPONSES -
Responses shall be submitted in hardcopy format to the
Administrative offices of Miami Parking Authority, 40 NW 31d
St. Suite 1103, Miami, FL 33128 ATTN Procurement
Department, at or before the specified closing date and time
as designated in the ITB, RFP, RFQ, or RFLI. NO
EXCEPTIONS. Late submissions shall be rejected.
Bidders/Proposers are welcome to attend the Solicitation
closing: however, no Award will be made at that time.
1.77. TAXES - The MPA is exempt from any taxes imposed
by the State and/or Federal Government. Exemption
certificates will be provided upon request. Notwithstanding,
Bidders/Proposers should be aware of the fact that all
materials and supplies which are purchased by the
Bidder/Proposer for the completion of the Contract is subject
to the Florida State Sales Tax in accordance with Section
212.08, Florida Statutes, as amended and all Amendments
thereto and shall be paid solely by the Bidder/Proposer.
1.78. TERMINATION — The MPA CEO, reserves the right to
terminate the Contract for convenience, without cause by
written notice to the Contractor effective the date specified
in the notice. The MPA CEO may also terminate the
Contract, should any of the following apply:
A. The Contractor is determined by the MPA to be in breach
of any of the terms and conditions of the Contract.
B. The MPA has determined that such termination will be in
the best interest of the MPA to terminate the Contract for its
own convenience;
C. Funds are not available to cover the cost of the goods
and/or services. MPA's obligation is contingent upon the
availability of appropriate funds.
1.79. TERMS OF PAYMENT - Payment will be made by
MPA after the goods and/or services awarded to a
Bidder/Proposer have been received, inspected, and found
to comply with Award Specifications, free of damage or
defect, and properly invoiced. No advance payments of any
kind will be made by MPA. Payments shall be made after
delivery within 45 days of receipt of an invoice and
authorized inspection and acceptance of the goods/services
pursuant to Chapter 218, Florida Statutes and other
applicable laws.
1.80. TIMELY DELIVERY - Time will be of the essence for
any orders placed resulting from this Solicitation. The MPA
reserves the right to cancel such orders, or any part thereof,
without obligation, if delivery is not made within the time(s)
specified on their Response. Deliveries are to be made
during regular MPA business hours unless otherwise
specified in the Special Conditions.
1.81. TITLE - Title to the goods or equipment shall not pass
to the MPA until after the MPA has accepted the
goods/equipment or used the goods, whichever comes first.
Page 14 of 52
1.82. TRADE SECRETS EXECUTION TO PUBLIC
RECORDS DISCLOSURE- All Responses submitted to the
MPA are subject to public disclosure pursuant to Chapter
119, Florida Statutes. An exception may be made for "trade
secrets." If the Response contains information that
constitutes a 'trade secret", all material that qualifies for
exemption from Chapter 119 must be submitted in a
separate envelope, clearly identified as `TRADE SECRETS
EXCEPTION," with your firm's name and the Solicitation
number and titre marked on the outside. Please be aware
that the designation of an item as a trade secret by you may
be challenged in court by any person. By your designation
of material in your Response as a "trade secret" you agree
to indemnify and hold harmless MPA for any award to a
plaintiff for damages, costs or attorney's fees and for costs
and attorneys fees incurred by the MPA by reason of any
legal action challenging your claim.
1.83. UNAUTHORIZED WORK OR DELIVERY OF
GOODS- The qualified Bidder(s)/Proposer(s) shall not be
paid for any work performed or goods delivered outside the
scope of the Contract or any work performed by an
employee not otherwise previously authorized.
1.84. USE OF NAME - The MPA is not engaged in research
for advertising, sales promotion, or other publicity purposes.
No advertising, sales promotion or other publicity materials
containing information obtained from this Solicitation are to
be mentioned, or imply the name of the MPA, without prior
express written permission of the MPA CEO or designee or
the MPA Board of Directors.
1.85. VETERAN BUSINESS ENTERPRISE
OPPORTUNITY - In accordance with Section 18-110 of the
City Code, after applying local preference provided in the
City procurement ordinance, when considering two or more
bids, Proposals or other replies for the procurement of
goods, equipment and contractual services, at least one of
which is from a certified veteran business enterprise, which
are equal with respect to all relevant considerations,
including without limitation, price, quality, and service, shall
award such procurement or Contract to the certified
veteran business enterprise. If a certified veteran business
enterprise entitled to the vendor preference under this
section and one or more businesses entitled to this
preference as provided in this section or another vendor
preference under the city procurement ordinance submit
bids, Proposals, or replies for procurement of goods,
equipment and contractual services which are equal with
respect to all relevant considerations, including price,
quality, and service, the city shall award the procurement
or Contract to the business having the smallest net worth.
MPA reserves the right to seek liquidated damages from
Bidder/Proposer for services rendered in an untimely
manner.
1.86. EMPLOYEES AND SUB -CONTRACTORS ARE
THE RESPONSIBILITY OF SUCCESSFUL PROPOSER -
All employees of the successful Proposer shall be
considered to be, at all times, the sole employees of the
successful Proposer under its sole direction/control and
not employees or agents of the MPA. The successful
Proposer shall supply competent and physically capable
employees. The MPA may require the successful Proposer
to remove an employee the MPA deems careless,
incompetent, insubordinate, or otherwise objectionable
and whose continued employment under the Agreement is
not in the best interest of the MPA. Each employee shall
have and wear proper identification. All personnel of the
successful Proposer must be covered by Workers
Compensation, unemployment compensation and liability
insurance, a copy of which is to be provided to the MPA.
No personnel of the successful Proposer may receive any
MPA employment benefit. The successful Proposer, its
employees, agents or representatives, shall be deemed to
be independent Contractors and not agents or employees
of the City or MPA, and shall not attain any rights or
benefits under the civil service or pension ordinances of
the City or MPA, or any rights generally afforded classified
or unclassified employees. Contractor, its employees,
agents or representatives, shall not be entitled to Florida
Worker's Compensation benefits as an employee of the
City or MPA.
1.87. APPLICATION OF SEC 18-72 CITY OF MIAMI
CODE
(A) Application. Regardless of the source of funds,
including state and federal assistance monies, and
except as otherwise specified by law, the provisions of
this article shall apply to every purchase/procurement
by:
(1) All city entities or boards, as hereinafter defined, except
for the community redevelopment agencies.
(2) The Downtown Development Authority, the department
of off-street parking, Liberty City Community
Revitalization Trust, Civilian Investigative Panel,
Bayfront Park Management Trust, Virginia Key Beach
Park Trust, and the Miami Sports and Exhibition
Authority (each referred to herein as the "board" or "city
entity," as applicable); provided, however, that:
a. With respect to each board, the following terms shall
have the meanings ascribed to them in this section:
1. "City" shall mean the board.
2. "City manager" shall mean the executive director of the
board.
3. "Chief procurement officer" shall mean the executive
director of the board or his or her designee.
4. "City commission" shall mean the board of directors of
the board.
b. The cone of silence shall apply to this RFP, pursuant to
Section 2-11.1 (t), Miami -Dade County Code and
Section 18-74 (c). City Code
1.88. FORCE MAJEURE- A "Force Majeure Event" shall
mean an act of God, act of governmental body or military
Page 15 of 52
authority, fire, explosion, power failure, flood, storm,
hurricane, sink hole, other natural disasters, epidemic, cyber-
attack, riot or civil disturbance, war or terrorism, sabotage,
insurrection, blockade, or embargo. In the event that either
party is delayed in the performance of any act or obligation
pursuant to or required by the Agreement by reason of a
Force Majeure Event, the time for required completion of
such act or obligation shall be extended by the number of
days equal to the total number of days, if any, that such party
is actually delayed by such Force Majeure Event. The party
seeking delay in performance shall give notice to the other
party specifying the anticipated duration of the delay, and if
such delay shall extend beyond the duration specified in
such notice, additional notice shall be repeated no less than
monthly so long as such delay due to a Force Majeure Event
continues. Any party seeking delay in performance due to a
Force Majeure Event shall use its best efforts to rectify any
condition causing such delay and shall cooperate with the
other party to overcome any delay that has resulted.
Page 16 of 52
2.0 SPECIAL TERMS AND CONDITIONS
2.1 OVERVIEW
The City of Miami Department of Off -Street Parking, aWa Miami Parking Authority ("MPA"), an agency and instrumentality of
the City of Miami, Florida, hereby invites you to submit a Proposal for Financial Advisor Services ("Services"), as described
in Section 4.0 Scope of Work. If you would like to submit a Proposal, please refer to Sections 1.58 and 1.76 of this Solicitation.
For any Proposal to be considered, it must fully conform to all stated requirements, as defined in this RFP.
Proposers must submit a Letter of Intent to Respond to this RFP in writing no later than 2:00 p.m. (EDT), May 22,
2019. Proposers may e-mail their Letters of Intent to Respond to the attention of Anna Parekh, Real Estate & Procurement
Specialist, to procurement(a),miamiparking.com.
Any questions regarding this RFP must be submitted in writing to procurement(d)miamiparkino.com, on or before
May 31, 2019 at 2:OOpm.
In the best interest of MPA, the CEO or his designee has discretion and sole authority, by written Addendum, to:
(a) Accept or reject any Proposal
(b) Amend the RFP, in whole or in part
(c) Cancel, and/or re -advertise the RFP
Proposals received after the stated due date and time will not be considered
2.2 PURPOSE
The MPA intends to issue a multi -year Contract, subject to prior approval by its Board of Directors ("BODJ. An Award
recommendation will be made on behalf of the Responsive and Responsible Proposer whose Proposal is examined and
judged to be most beneficial to the MPA, based on the evaluation factors established in Section 6.0. Unless otherwise required
by the City Procurement Code, the MPA intends to recommend Contract Award to its BOD based on the ranking of the
Evaluation Committee. If needed, negotiations may be held in good faith with the highest ranked Proposer. If the MPA and
the highest ranked Proposer fail to finalize a mutually acceptable agreement, the MPA may terminate discussions and initiate
negotiations with the next highest ranked Proposer, until a Contract is negotiated and executed, or all Proposals are rejected.
No Proposer shall have any rights in the subject Services or against MPA arising from such negotiations. Under a Contract
resulting from this RFP, the MPA and the awardee will enter into a mutually binding agreement governed by the terms and
conditions set forth in this RFP. By submitting a complete Proposal, the Proposer certifies acceptance and agreement to all
terms and conditions, procedures, evaluation criteria, and instructions stated in this RFP and subsequent Contract. All
Proposers are encouraged to carefully read and pay attention to all information provided in this RFP, and to submit a Proposal
accordingly. Proposers must make the necessary entry in all blanks provided for responses. All documents attached to this
RFP constitute the entire RFP. All Proposers must oompletelsubmit/retum the RFP package with all information relevant for the
properoffer analysis, in the same order in which It was issued. Notes and comments by Proposer may be rendered as attachments,
provided the same format of this RFP is followed. All Proposals shall be submitted in a properly identified sealed envelope, wilh
the opening date information clearly noted on the outside of the envelope. Proposers must address/respond each requirement
in the RFP. All Proposals must be concise, complete and clear.
2.3 DEADLINE FOR REQUEST FOR ADDITIONAL INFORMATIONICLARIFICATION
Requests for additional information or clarifications must be made in writing and received by the Procurement Administrator,
specified in the Public Notice section of this RFP. The request must contain the RFP number and title, Proposer's name,
name of Proposer's contact person, address, phone number and email.
The MPA will issue responses to inquiries, and any other corrections or Amendments it deems necessary, in written Addenda
issued prior to the Proposal Submission Due Date. Proposers should not rely on any representations, statements or
explanations other than those made in this RFP, or in any written Addendum to this RFP. Where there appears to be conflict
between the RFP and any Addenda issued, the last Addendum issued shall prevail.
Any request for additional information or clarification must be received in writing no laterthan 2:00 p.m. (EDT), May
31, 2019. Proposers may e-mail or mail their requests to the attention of Anna Parekh, Real Estate & Procurement Specialist,
Planning and Development, 40 N.W. 3rd Street, Suite #1103, Miami, Florida 33128; email: i)rocurement(a)miamiparkino.com.
Page 17 of 52
2.4 TERM OF AGREEMENT
An Agreement shall be negotiated and executed following approval by the Board of Directors (BOD) or its designee, unless
otherwise stipulated in the Notice of Award Letter, which is distributed by MPA's Procurement Administrator; and is contingent
upon the completion and submittal of all required RFP documents. MPA is seeking financial advisor services for a contract
term of five (5) years, with three (3) one-year renewal options at MPA's discretion.
2.5 AWARD AND AGREEMENT
Agreement will be awarded to the Successful Proposer by the MPA CEO and/or the BOD based upon the qualification
requirements stated herein. MPA reserves the right to execute or not execute, as applicable, an Agreement with the
Successful Proposer, if determined to be in MPA's best interest.
If MPA and the Successful Proposer cannot negotiate a mutually acceptable Agreement, MPA may terminate the negotiations
and begin negotiations with the second -ranked Proposer. This process may continue until an Agreement has been executed
or all submissions have been rejected. No Proposer shall have any rights to the project or Services, or against the MPA arising
from such negotiations, or failure thereof. The Agreement will be furnished by the MPA and shall contain certain terms as are
in the MPA's best interest.
2.6 CONTACT
Proposer shall include the name, and office, mobile/and or pager number of the Proposer's intended contact person. In the
event that an Agreement is awarded, the contact person shall be available at one of these contact numbers on a daily basis
during at least regular business hours, Monday through Friday.
2.7 COMPLIANCE WITH REGULATIONS
Precautions shall be exercised at all times for the protection of persons and property. Contractor performing Services under
the Agreement shall conform to all relevant OHSA, State, and County regulations during the course of such effort. Any fines
levied by the above -mentioned authorities for failure to comply with these requirements shall be borne solely by the successful
Proposer.
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2.9 FINANCIAL STATEMENT
Submit a copy of the most recent independently audited (or unaudited if audited not available) Financial Statements for the
past three (3) years, together with a statement in writing, signed by a duly authorized representative, stating the that present
financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with an
explanation for a material change in the financial condition. Copies of the past three (3) business income tax returns will be
accepted if financial statements are unavailable.
In accordance with Section 18-557, City of Miami Code, as amended, Contractors shall pay to all its employees who provide
Services a living wage of no less than $15.00 per hour without health benefits; or a wage of no less than $13.19 an hour with
health benefits as defined in the City Code section, unless otherwise excluded.
Certification is required before payment is made by the MPA and the Agreement may be rendered void. Any and all Service
Agreements subject to this Code Section shall be void and no funds may be released, unless prior to entering any such
Agreement with the City and or MPA, the service Contractor certifies to the City and or MPA that it will pay each of its covered
employees no less than the living wage.
Page 18 of 52
Every covered employee shall be paid without subsequent deduction or rebate on any account (except as such payroll
deductions are directed or permitted by law or a collective bargaining agreement). The Successful Proposer shall pay covered
employees wage rates in accordance with federal and all other applicable laws such as overtime and similar wage laws.
A copy of the living wage rate shall be kept posted by the Successful Proposer subject to this Code Section, at the site of
work in a prominent place where it can easily be seen and read by the covered employees and shall be supplied to such
employees within a reasonable time after a request to do so. Additionally, the Successful Proposer subject to this Code shall
furnish a copy of the requirements of this Code Section to any entity submitting a bid/proposal for a subcontract on any service
contract subject to this article.
2.11 DEVIATIONS
Deviations from the described Specifications or SOW in this RFP are not accepted, unless otherwise stated. Oral discussions,
questions, etc. that may arise before, during or after the site visit/pre-bid meeting, do not change the Scope of Work or this
RFP. Any changes or corrections must be made by written Addendum and publicly available. In the case of apparent or
evident conflict between the base RFP and any Addenda issued, the last Addendum document issued shall prevail.
2.12 PERMITS AND OCCUPATIONAL LICENSE
Without additional cost to the MPA, the Contractor must have or timely obtain all permits, licenses, and appointments
required to perform Services. All Proposers with a business location in the City, who submits a Proposal under this RFP,
must meet the City's Occupational License Tax (Business Tax) requirements in accordance with Chapter 31, Article I of the
City of Miami Code. Proposer with a business location outside the City must meet their local Occupational License Tax
requirements. A copy of this license/BTR must be included in the Proposal.
2.13 UNAPPROPRIATED FUNDING
In the event of insufficient funds or no Appropriation of funding during a Fiscal Year, the MPA has the unilateral right to
terminate the Contract by convenience by written notice to the Contractor, without any penalty or expense to the MPA. No
guarantee, warranty or representation is implied or expressed indicating that an Award will be made to any firm(s). The MPA's
obligation for Contractual performance during a Fiscal Year is contingent upon the availability of appropriated funds from
which payment for Contract purposes can be made. No legal liability on the part of the MPA for any payment may arise for
performance under the Agreement beyond Fiscal Year End of the current calendar year, until funds are made available for
performance and until the Contractor receives notice of availability, to be confirmed in writing by the MPA.
2.14 VENDOR REGISTRATION
All prospective Proposers are required to subscribe to the DemandStar software service in order to receive future notifications
regarding this RFP. To have your firm placed on MPA's vendor list, visit DemandStar.com and complete the online vendor
subscription process, indicating the type of business and what services your firm provides.
2.15 PROTESTS
All protests are to be resolved in accordance to the City of Miami Procurement Code ("Code") Section 18-104. — "Resolution
of Protested Solicitations and Awards".
2.16 UNAUTHORIZED WORK
The Contractor, nor any of his/her employees, shall perform any work unless authorized in writing by the MPA. Unauthorized
work may not be paid for. Only the MPA CEO or his designee are authorized to change, by written Amendment, any of the
terms and conditions of the Contract.
Page 19 of 52
3.0 RFP TIMETABLE AND EVALUATIONISELECTION PROCESS
RFP Available to Public
May 13, 2019
Letter of Intent to Respond Due
May 22, 2019 by 2:00 pm EST
Deadline for Receipt of Questions
May 31, 2019 at 2:00 pm EST
Proposal Submission Deadline
June 24, 2019 at 11:00 am EST
Copies of this RFP package can be obtained by visiting, phoning or writing the MPA 40 NW 3rd Street, Suite #1103 Miami,
Florida 33128 telephone (305) 373-6789. The RFP is also available on MPA's website: www.miamiparking.com. There is no
charge for the first copy of the solicitation package. A fee of $5.00 will be charged for each additional package requested by
any person or entity. An additional $5.00 fee will be charged to mail the package.
To request the RFP package through the United States Postal Service, mail your request with the following information: the
RFP number and title, the name of the prospective Proposer's contact person, mailing address, telephone number and email
address, along with a $5.00 check or money order made payable to "Miami Parking Authority".
Proposers who obtain copies of this solicitation from sources other than MPA risk the potential of not receiving Addenda,
since their names will not be included on the list of firms participating in the process for this particular solicitation. Such
Proposers are solely responsible for those risks.
3.1 THE PROCEDURE FOR RESPONSE EVALUATION AND SELECTION IS AS FOLLOWS:
A. Request for Proposals issued.
B. Interested Proposers must submit a Letter of Intent to respond to this RFP, in writing, no later than 2:00 pm (EDT),
May 22, 2019.
C. Receipt of responses.
D. Opening and listing of all responses received.
E. An Evaluation Committee ("Committee`s, appointed by the Chief Executive Officer, shall meet to evaluate each
Proposal that has satisfied the minimum requirements in accordance with this RFP.
The Evaluation Committee may choose to invite Proposers to make a presentation and respond to questions from
the Committee as part of the evaluation process. This presentation notice of assigned presentation times will be
communicated in advance to the Proposer but may be given short notice of appearance. The Proposer's
presentation may clarify and summarize the content of its Proposal but may not modify the prior written submission.
Any communication between the Committee members and the Proposer made during the course of the
presentation, are intended primarily for the purposes of providing clarification of the content of the Proposal and are
not to be construed as a "negotiation" of terms by either party.
F. The Evaluation Committee shall forward its recommendation to the Chief Executive Officer who will make a
recommendation to the Board, if required to do so by the City of Miami Procurement Code.
Page 20 of 52
4.0 SCOPE OF SERVICES
4.1 Background Information
The City of Miami Department of Off -Street Packing ("DOSP") d/bla Miami Parking Authority ("MPAJ Is soliciting Proposals
for Financial Advisor Services from qualified firm(s), hereinafter referred to as the Contractor, to provide Financial Advisory
Services as required by the MPA, in accordance with the Request for Proposal (RFP) specifications.
DOSP was created in 1955 by a Special Act of the Florida State Legislature. DOSP's enabling legislation was incorporated
into the City of Miami Charter in 1968. As a semiautonomous agency of the City of Miami (the "City"), DOSP, now known as
MPA, receives no property tax support. During its 64-year history, the DOSP d/bla MPA has been supported solely by the
revenue generated through its operation.
The MPA, is governed by a five -member Off -Street Parking Board ('The Board"). The Board has the powers, duties, and
responsibilities customarily vested in the board of directors of a private corporation and exercises supervisory control over the
operations of the off-street and on -street parking facilities of the City. The City of Miami Commission retains the final authority
for the approval of the MPA's annual budget and rate structure, with the exception of leased and managed facilities, the
confirmation of appointments to the Board, and the issuance of parking revenue bonds. As a component unit of the City, the
financial statements of the MPA are incorporated as a proprietary fund into the City's Comprehensive Annual Financial Report
(CAFR).
MPA's estimated population was 399,457 as of September 30, 2018. The MPA employs approximately 125 full time
employees and administers a combined operating budget of approximately $40,000,000.
MPA sponsors a defined benefit plan in which all full-time employees hired before February 1, 2014, can participate. The fund
issues financial reports that include financial statements and required supplementary information for the plan.
MPA manages, under a separate management agreement, the operations of the International Place — Knight Center garage
(formerly Nations Bank Tower) for the City. Under the terms of the agreement, MPA receives a management fee based on a
percentage of gross revenues for this garage which is recorded as revenue from management and administrative fees on the
MPA's financial statements. Because all ownership rights and ultimate financial responsibility for these operations are held
by the City, these operations are excluded from the MPA's reporting entity. The fund issues financial reports that include
financial statements that are presented in the City's CAFR as part of their general fund.
MPA manages, under a separate management agreement, the operations of the Miami Ballpark Parking Facilities. Under the
terms of the agreement, MPA manages the operations on a strict reimbursement basis only. Because all ownerships, rights
and ultimate financial responsibility for these operations are held by the City, these operations are excluded from the MPA's
reporting entity. The fund issues financial reports that include financial statements that are presented in the City's CAFR as
a special revenue fund.
Prior years' audit reports, management letters and budget documents are available for review on MPA's webpage
(www.miamiparking.com) under the "About Us" tab 4 Financial Information (direct link:
h_ptt s://www.miamiparking.com/financial-informabono.
4.2 Overview of Request for Proposal
A. General Description
MPA is seeking the following financial advisory services for a contract term of five (5) years, with three (3) one-
year renewal opfions, which maybe exercised at MPA's discretion. MPA may select more than one firm depending
on the responses to the RFP. MPA may entertain more than one vendor working on any MPA project, according
to whatever is in the best interest of the Miami Parking Authority.
Requested financial advisory services may include, but are not limited to, assisting MPA and its Chief Financial
Page 21 of 52
Officer to:
1) Assist the MPA in the review of debt policies and guidelines for the deployment of various debt
strategies.
2) Provide advice on proposed program/issue related debt strategies.
3) Provide consultation and assistance to MPA related to various debt issues/decisions and related
business transactions with the financial community.
4) Provide pricing/transaction comfort to ensure effective exercise of market opportunities for MPA.
5) Assist MPA in formulating financial services RFPs/ITBs, including but not limited to underwriting,
banking, capital lease agreements and lines of credit.
6) Provide as -needed financial advice regarding market conditions and trends, financial products, credit
and credit analysis, third party alternative financing and special facility financing.
7) Prepare analyses and evaluations of potential refunding and new money issues, financial feasibility
studies, legal documents, and pricing of any financing and any escrow.
8) Participate in rating agency presentations and preparation of official statements.
9) Provide quarterly updates on market conditions, financial products and structures and review
outstanding debt for refunding opportunities. Interact with MPA's Chief Financial Officer, MPA Chief
Executive Officer and, if necessary, MPA's Board of Directors and the City of Miami's Commission.
10) As often as requested by MPA and/or rating agencies, facilitate MPA in updating the rating agencies on
any current -events and any other pertinent economic data.
11) Assist MPA staff in completion of required bond/loan coverage tests, anti -dilution tests, arbitrage rebate
calculations, etc., as required by loan documents or as requested by rating agencies.
12) Attend MPA Board of Directors meetings and other scheduled MPA meetings as requested, with
reasonable advance notice.
13) In the area of short-term financing, provide MPA with advice, guidance, and assistance in bond
anticipation notes, bank loans, commercial paper, and interest rate swap programs, upon request.
14) Generally provide such other operational assistance, advice, and consultation as may be appropriate
and requested.
15) Provide other financial services as requested.
B. Scope of Work
Debt Issue Development and Sales Services: The Financial Advisor shall perform the following services for debt
offering when authorized by MPA:
1) Planning & Development Phase
a) Analyze MPA's financing requirements to determine the appropriate financing structure (i.e.
competitive vs. negotiated structure, variable -rate vs. fixed-rate structure, debt service reserve/surety
considerations, etc.).
b) Analyze proposed financing transactions through an identification and analysis of funding
alternatives to determine methods of strengthening marketability and provide recommendations of the
most effective marketing method which is consistent with current economic/market conditions and rating
agency criteria.
c) Consult with established rating agencies regarding proposed financing transactions and assist
the MPA in obtaining the most favorable rating by directing preparation and dissemination of appropriate
information and by accompanying MPA representatives in meeting with rating agencies. Additionally,
analyze the MPA's credit rating with respect to standards, national trends, etc., and advise on measures
to be taken to improve said ratings.
d) Research and provide advice on aspects of tax exemption and arbitrage in cooperation with
legal and bond counsel. Assist when necessary, in obtaining Internal Revenue Service rulings.
e) Assist in the preparation and analysis of feasibility studies in cooperation with the MPA, its
officials and administrative staff, attorney, bond attorneys, accountants, architects, engineers and other
Page 22 of 52
professionals as requested by MPA.
f) Act as liaison with bond counsel and coordinate the work of other professionals providing
information/assistance in connection with the proposed financing transaction.
g) Assist with validation of bonds through preparation of financing tables and exhibits and the
presentation of testimony when necessary.
h) Provide assistance in soliciting proposals and in making recommendations concerning the
selection of ancillary service providers (e.g. registrar, trustee, printer, etc.).
i) Prepare a timetable of events leading to the sale and delivery of an offering.
D Review all current financings and, if appropriate, recommend refinancing options.
k) Assist MPA staff in preparation of ancillary financial documents/work-products (e.g. special
studies, financial forecasts, etc.) as requested.
2) Marketing Phase
a) Advise on the appropriate terms and conditions of the sales, including maturity scheduling and
other requirements (i.e., discount, par, premium, net- interest -costs, true -interest -costs, etc.). In
conjunction with the foregoing,
b) Consult with MPA and advise bond counsel concerning necessary covenants, parity
provisions, reserve requirements, sinking fund payments, redemption provisions, etc.
c) Advise on the timing of the bond sale, taking into consideration such factors as changing
economic conditions, current and projected market trends, other regional bond offerings and
convenience to MPA.
d) Coordinate with bond counsel the preparation of authorizing resolutions and other documents
involved in the sale of bonds or other financing transactions.
e) Assist MPA in meeting full disclosure requirements and conforming to suggested guidelines
when preparing the Preliminary Official Statement/Official Statement (hereafter referred to as the °OSI
either as an advisor or principal author.
f) Assist in publicizing the issue with an OS, notice of sale, bid forms and such other means
necessary and advisable to develop nationwide public and institutional interest. The OS will be
distributed to potential investors and purchasers of the jurisdiction's securities across the nation. Directly
contact those lead underwriters most likely to be syndicate manager. Maximize efforts to market the
MPA's debt issuance most effectively.
g) Advertise any bid, bond sale, etc. in nationally prominent financial publications, in addition to
coordinating local publication requirements.
h) Conduct information meetings as necessary and desirable with the investment community
including investment bankers (i.e. dealers and dealer banks) and institutional investors (i.e. banks, bank
holding companies and insurance companies) to establish bidding interest on offerings.
i) In the event of a competitive bid, attend the bid opening to assist with the verification and
evaluation of bids and recommend the most favorable bid for award, if requested.
j) Provide market information during pricing and structuring of negotiated bond sales, monitor
the market to assist in pricing, and monitor the lead underwriter's "book" during the order period.
k) Evaluate the bond purchase agreement and advise the Authority as to its acceptance or
rejection in light of market conditions.
3) Bond Closing Phase
a) Direct, coordinate and supervise bond closing details, including bond proofing, printing and
delivery in the shortest possible time frame.
b) Furnish prompt, complete reinvestment analysis so that maximum earnings will result from
investing bond proceeds, in addition to assisting the MPA and associated professional personnel with
establishing a schedule for drawdown of funds.
c) Direct, coordinate and supervise preparation of the transcript and provide the MPA with bond
and interest records showing required payments and other information relevant to the completed
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financing.
d) Solicit bids on investments of idle funds, if requested.
e) Following the closing of a transaction, the Financial Advisor will make a principal of the firm
available to meet with the MPA to critique the transaction and to determine what, if any, service charges
should be made to effect quality and procedural improvement or changes.
C. Work Product
The Financial Advisor shall provide the following work product for each debt offering unless such work is delegated
to the underwriter (i.e. negotiated deal) or disclosure counsel:
1) Presale analysis.
2) Preliminary Official Statement.
3) Official Statement.
4) Official Notice of bond Sale (competitively sold issues).
5) Estimated Timetable.
6) Rating Agency Presentation outlines.
7) Such other analysis, cash flow projections and materials necessary for financial planning and bond sale
purposes.
8) Financing summary booklet (including a comparison of interest rates on MPA issues versus interest
rates on similar issues in the market and final amortization schedules).
The Financial Advisor shall also provide the following work products outside the scope of debt offerings:
9) Bond refinancing sensitivity analysis as requested.
10) Review unsolicited proposals for financial transactions received by the MPA from underwriting
firms and, on a timely basis, make recommendations as to their merits to the MPA.
11) Annually, provide debt service schedules for each outstanding bond issue reflecting the
original debt service requirement, the changes hereto, and the remaining current debt service.
12) Annually, provide updated analysis (report) of the MPA's outstanding debtlrefunding history
and any refunding opportunities.
13) Annually, provide a debt comparison analysis showing the MPA's outstanding general
obligation and non -ad valorem debt as compared to several similar sized cities within the State
of Florida.
14) Provide continuing updates on the impact of current or proposed State and Federal legislation
or the effects of changing market conditions which could potentially affect the financing plans
of the MPA.
PLEASE NOTE:
During the contract term, the financial advisor(s) may not propose any financing
transactions nor serve as underwriter or swap counterparty for any Miami Parking
Authority or related entity financing. Furthermore, the financial advisor(s) may not
terminate their contracts for the purpose of then serving as underwriter or swap
counterparty for any Miami Parking Authority or related entity financing.
D. Assignment of Work; Cooperation
The Chief Financial Officer will assign all work to be performed by the selected firm(s). The selected firm(s) will be
expected to cooperate with each other in performing services, where several firm(s) are required to work on a
specific project for the MPA.
Page 24 of 52
4.3 MPA Background
A. Financial Condition and Outlook
As of September 30, 2018, the MPA's total outstanding bonded debt was $63.505 million. Of this amount, $60.100
million is from the Series 2009 Tax -Exempt Parking Revenue Bonds and $3.395 million is from the Series 2009
Taxable Parking Revenue Parking Bonds and both are secured by the net revenues of the MPA. Fitch's current
rating for the Series 2009 debt is A with a stable outlook.
The MPA's Fiscal Year 2019 operating budget is $40.025 million. The MPA's total net position for the last
audited fiscal year was $29.650 million in 2018.
B. Capital and Financing Plan
The MPA prepares a five-year capital and financing plan which shows the anticipated funding sources from
developer contributions, MPA funds and revenue bonds. The CIP FY 2018-2022 is $71.170 million. Over
the anticipated term of the contract, financing is planned for Parking Revenue Bonds for the financing of
additional system facilities and equipment.
5.0 MINIMUM REQUIREMENTS
The Proposer must present qualifications and capabilities as follows prior to further consideration of their proposal:
5.1 Minimum Qualifications
Proposers shall be in the business of Financial Advisory Services and must possess sufficient financial
support, equipment and organization to ensure that it can satisfactorily perform the services if awarded
a contract. Proposers must demonstrate that they, or the key staff assigned to the project, have
successfully provided services with similar magnitude to those specified in the scope of services to at
least one entity similar in size and complexity to the Authority or can demonstrate they have the
experience with large scale private sector clients and the managerial and financial ability to successfully
perform the work.
A. Proposers shall satisfy each of the following requirements cited below. Failure to do so may result in
the proposal being deemed non -responsive.
Proposer or principals shall have relevant experience in Financial Advisory Services. Project manager assigned to
the work must have experience in Financial Advisory Services and have served as project manager on similar
projects.
1) Minimum ten (10) years' experience in providing financial advisory services to Florida
governments.
a) Provide the names, proposed roles, background and experience, office location and
availability of the personnel that would work on the Authority's account, and specifically
identify the primary person(s) who will be responsible for managing the relationship with the
Authority. Identify who will provide any computer financial analysis services. For the proposed
personnel, provide a list of five clients worked with in the last 36 months; a brief description
of the type and size of transaction and the services you provided; and the names, titles,
addresses and telephone numbers of the government officials primarily responsible for the
transactions. You should only list clients and transactions which are similar to financings
contemplated by the Authority (i.e., taxable or tax-exempt new money issues, variable rate
financings, refundings, derivatives, etc.). Also include a list of your personnel's experience in
the State of Florida and provide three additional client references for your firm.
2) At least one (1) new municipal credit client in the past two (2) years.
3) Must have been a financial advisor for municipal government offerings totaling over
Page 25 of 52
$500,000,000 par amount within the last year and a minimum of $250,000,000 in par amount
revenue bond financing within the last five (5) years.
4) The minimum professional requirements are for each firm regardless of type of proposal
submitted.
5) Long-term Strategic Financial Planning Experience: Provide a description of your proposed
personnel's relevant experience over the last three (3) years. Include three (3) case studies,
if available, that illustrate your experience with relevant services where the proposed
personnel have served as financial advisor.
6) Tax -Exempt New Money and Derivative Product Experience: Provide a description of your
proposed personnel's relevant experience over the last three (3) years. Include three (3) case
studies, if available, that illustrate your experience with relevant services where the proposed
personnel have served as financial advisor.
7) Taxable Financing Experience: Provide a description of your proposed personnel's relevant
experience over the last three (3) years. Include three (3) case studies, if available, that
illustrate your experience with relevant services where the proposed personnel have served
as financial advisor.
8) Current Refunding Experience: Provide a description of your proposed personnel's relevant
experience over the last three (3) years. Include three (3) case studies, if available, that
illustrate your experience with relevant services where the proposed personnel have served
as financial advisor.
9) Describe your firm's knowledge, experience and resources in tracking and monitoring the
tax-exempt and taxable bond markets, including fixed rate, variable rate, swaps and other
derivative products, and the government securities market. Include a discussion of your firm's
participation in underwriting tax-exempt and taxable bonds, acting as a principal in swap
transactions, and providing investment services. Also discuss your process for ensuring that
the Authority receives the best price for any bonds, financings involving swaps and other
derivative products, and any escrow securities as part of any refunding. Include a discussion
of how you evaluate the success of any pricing.
10) The Financial Advisor(s) must be registered with the U. S. Securities and Exchange
Commission (the "SEC") and the Municipal Securities Rulemaking Board as a Municipal
Advisor. Registrations must be maintained through the contract period and evidence of
registrations shall be submitted upon the Authority's request during the term of the contract.
11) Proposer shall disclose any pending investigations of the firm or disciplinary actions taken
within the past three (3) years by the SEC, FINRA, MSRB or other regulatory bodies.
B. Before awarding a contract, the Authority reserves the right to require that a Proposer submit such evidence of
qualifications as the Authority may deem necessary. Further, the Authority may consider any evidence of the financial,
technical, and other qualifications and abilities of a firm or principals, including previous experiences of same with the Authority
and performance evaluation for services, in making the award in the best interest of the Authority.
1) Firm or principals shall have no record of judgments, pending lawsuits against the Authority
or criminal activities involving moral turpitude and not have any conflicts of interest that have
not been waived by the Authority's Board of Directors.
2) Neither firm nor any principal, officer, or stockholder shall be in arrears or in default of any
debt or contract involving the Authority, (as a party to a contract, or otherwise); nor have
failed to perform faithfully on any previous contract with the Authority.
Page 26 of 52
Proposer shall submit detailed verifiable information affirmatively documenting compliance with each minimum
requirement. Submittals that do not respond completely to all minimum requirements will be considered non-
responsive and eliminated from the evaluation process.
6.0 EVALUATION AND AWARD
6.1 Evaluation Procedure
A. The Procurement Division shall review all Proposal submissions for responsiveness to the requirements of the RFP.
The evaluation will consist of, but not be limited to, Proposer willingness and ability to provide all services requested
underthe conditions stated in this RFP. The Procurement Division will also evaluate the Respondent(s)' professional
references, company resources, including personnel and equipment, ability to respond to requests, including missed
commitments, response time, business history with the City, if any, as well as with all other public or provide entities;
and the required licenses and insurance.
The Authority shall be the sole judge in determining Proposer responsiveness.
As part of the evaluation process, the Authority may conduct background investigations of Proposer, its officials and
employees, including a record check by or directed by the City of Miami Police Department FDLE. Proposer
submission of Proposal constitutes acknowledgement of the process and consent to such investigation.
B. Evaluation of proposals will be conducted by an Evaluation Committee, consisting of a minimum of three
members of Authority Staff, or other persons selected by the Authority's Chief Executive Officer or
designee. All committee members must be present at scheduled evaluation meetings. Proposals shall be
evaluated based upon the information and references contained in the responses as submitted.
1) The Committee may short list proposals that it deems best satisfy the weighted criteria set
forth herein. The Committee may then conduct interviews and/or require oral presentations
from the short-listed Proposers. The Evaluation Committee shall then re- score and re -rank
the short-listed firms in accordance with the weighted criteria.
2) The MPA may require visits to the Proposer's facilities to inspect record keeping procedures,
staff, facilities and equipment as art of the evaluation process.
3) The final ranking and the Evaluation Committee's recommendation may then be reported to
the MPA's Chief Executive Officer for consideration of contract award.
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6.2 Evaluation Criteria
A. MPA uses a mathematical formula to determine the scoring for each individual responsive and responsible firm
based on the weighted criteria stated herein. Each evaluation committee member will rank each firm by criteria,
giving their first ranked firm a number 1, the second ranked firm a number 2, and so on. The MPA shall multiply that
average ranking by the weighted criterion identified herein to determine the total points for each proposer. The
lowest average final ranking score will determine the recommendation by the evaluation committee.
B. Weighted Criteria
Overall Methodology andApproach:
a. Responsiveness, organization and clarity of proposal related to the scope of work.
b. Agreement to meet the MPA's general terms and conditions without variances.
201116
Assigned Personnel.
a. Qualifications, experience and knowledge in providing financial advisory services
to Florida governments.
b. Responses of references.
c. Ability to respond to inquiries and requests from MPA staff in a timely manner.
25%
d. Tenure with firm and length of time in the industry.
Firm Experience:
a. Demonstrated experience as a financial advisor for municipal government
offerings totaling over $500,000 par amount within the last year and a minimum
of $250,000 in par amount revenue bond financing within the last five (5) years.
b. Commitment to public finance.
25%
c. Responses of references.
d. Evidence of meeting Minimum Qualifications outlined in this RFP.
e. Evidence of registration with the U.S. Securities and Exchange Commission and
the Municipal Securities Rulemaking Board as a Municipal Advisor.
Total Cost to the Authority
30%
TOTAL PERCENT AVAILABLE:
100%
6.3 Contract Award
The MPA reserves the right to award a contract to the Consultant who will best serve the interest of the
MPA. The MPA reserves the right, based upon its deliberations and in its opinion, to accept or reject any or
all proposals. The MPA also reserves the right to waive minor irregularities or variations of the submittal
requirements and RFP process.
Page 28 of 52
7.0 PROPOSAL PRICING
7.1 PROPOSAL PRICING FORM
Each Proposer shall ensure the Proposal Pricing Schedule listed in the following pages is completed in full, with
Proposer providing a detailed list of all costs to provide Services.
Proposers should carefully follow the instructions outlined below, particularly with respect to the format and number
of pages allotted to each topic, if applicable. Failure to follow these instructions may be considered grounds for
excluding a proposal from further consideration.
Proposer shall submit a Proposal expressing its interest in providing the services described herein. To receive
consideration, this Request for Proposal must be submitted in its entirety, with all forms executed. All corrections
to prices made by the Proposer must be initialed. Any additional information to be submitted as part of the Proposal
may be attached behind the Proposal Pricing Schedule, carefully cross-referencing each item number and/or letter.
MPA reserves the right to add or delete any service, at any time. Should MPA determine to add an additional service
for which pricing was not previously secured; MPA shall seek the Successful Proposer to provide reasonable cost(s)
for same. Should MPA determine the pricing unreasonable, MPA reserves the right to negotiate cost(s) or seek
another vendor for the provision of said service(s).
Proposer. Address
Contact Name Title Signature
Telephone Email:
Page 29 of S2
PRICE PROPOSAL
Proposer agrees to supply the products and services at the prices bid below in accordance with the terms,
conditions and specifications contained in this RFP.
1. A. Indicate your Total Annual Firm Fixed Fee to the Authority, in accordance with the RFP
specifications. Please base your total annual firm fixed fee (retainer) on 120hours.
$ Fixed Annual Fee/Retainer (which will be paid quarterly)
B. Indicate the total number of hours of service included in this firm fixed fee:
hrs. l per personnel assigned (attach breakdown)
C. Indicate the hourly rate you will charge, when the Authority has exceeded the total number of
hours stated in 1.B. above, if applicable:
$ Iper hour / per personnel assigned (attach breakdown)
2. Please indicate reimbursement of "Out -of -Pocket" expenses as an annual amount not -to- exceed.
Such expenses include long distance telephone, postage, air express charges, fax, reproduction and
related costs necessarily incurred as Financial Advisor. Do not include travel expenses, as they will
be paid as approved bythe Authority's Chief Financial Officer, per the Authority's Travel Policy.
$ (Annual Not To Exceed)
3. Indicate all costs associated with debt issues as follows, and minimum fee if applicable:
Debt Issues Fee
Up to $10 million $
Next $10 million $
Additional Amounts over $20 million $
(') Per Bond Fees based upon $1,000 denominations, and apply to each series of bonds
issued.
Schedule is subject to a minimum fee of: $
Schedule is subject to a maximum fee of: $.
Page 30 of 52
8.0 PROPOSAL FORMAT
IT IS THE RESPONSIBILITY OF THE PROPOSER TO ENSURE THAT THE PROPOSAL BEING SUBMITTED IS TIMELY,
COMPLETE, INCLUSIVE OF ADDRESSING ALL OF THE REQUIREMENTS AND EVALUATION CRITERIA HEREIN.
PLEASE READ THE ENTIRE SOLICITATION BEFORE SUBMITTING A PROPOSAL.
8.1 INSTRUCTIONS TO PROPOSERS:
Proposers should carefully follow the format and instructions outlined throughout this section, observing format requirements
where indicated. All materials are to be submitted on 8112" X 11" papers, one (1) original, five (5) bound copies, and one (1)
complete electronic copy on USB Flash Drive in PDF format of the completed and executed submission with the Company Name
Solicitation No.& Title, must be delivered to the administrative office of the MPA, 40 Northwest Third Street, Suite #1103, Miami,
Florida 33128.
Please be concise in all responses. If any category is not applicable, so expressly state. Proposals which do not include the required
documents may be deemed NON -RESPONSIVE and may not be considered for evaluation.
8.2 PROPOSAL FORMAT
A. Cover Page
The Cover Page shall be submitted as part of the Solicitation. This page must be completely and neatly filled -in.
The Cover Page shall include the company name, identify the person authorized by law to render the Services (as registered
with the State of Florida Division of Corporations) and title. In addition, the Proposer shall include the mailing address,
telephone number, and e-mail address. The Proposer shall designate one duly authorized representative to receive all notices
and be contacted by MPA, as may be needed, in reference to this Solicitation.
B. Table of Contents
The Table of Contents should outline in sequential order the major areas of the submittal, including enclosures. All pages
must be consecutively numbered and correspond to the Table of Contents.
C. Business Structure
Corporations, Joint Ventures, or Partnerships - Submit copy of State of Florida Department of State records indicating when
corporation organized, corporation number, and date and status of most recent annual report. Provide copies of current City
1 County 1 State Occupational License(s) where applicable Proposers submitting applications as joint ventures shall submit a
copy of their joint venture agreement. Failure to submit a Proposal as joint venture may cause it to be deemed non -responsive.
Give the location of the office which will handle the City's account and the number of professional staff personnel at the office.
Its most recent certified business financial statements as of a date not earlier than the end of the Proposer's preceding official
tax accounting period, together with a statement in writing, signed by a duly authorized representative, stating that the present
financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with an
explanation for material change in the financial condition. A copy of the most recent business income tax return will be
accepted if certified financial statements are unavailable.
D. Minimum Requirements of the Proposer
Indicate the Proposer's experience in providing the proposed Services. Licenses and any other pertinent information should
be submitted and should meet the minimum requirements in accordance with Section 5.0. Failure to establish the Minimum
Requirement shall be grounds for the MPA to establish that Proposer in non -responsive.
Page 31 of 52
E. Proposer's Experience and Past Performance
1) Provide a legible copy of Proposer's current licenses.
2) State the years the Proposer has been providing Financial Advisor Services. Describe the Proposer's
qualifications, addressing Proposer's ability to manage and provide the Services requested in this RFP.
3) Describe the Proposer's general history and experience providing Financial Advisor Services.
F. Proposers Information
1) Provide Proposer's plans to remediate performance deficiencies as it relates to the Services in this RFP.
2) State Proposer's policy and procedures utilized for recruiting personnel, including conducting background
investigations, verification of criminal and civil background checks, etc.
3) Provide information concerning any prior litigation, either civil or criminal involving a governmental agency, or
which may affect the performance of the Services to be rendered herein, in which the Proposer or any of the
Proposer's employees is or have been involved within the last five years.
4) Proposer shall provide a statement that the Proposer is not in arrears of any payments owed to the City and is in
fact current by the due date of Proposals. It shall be noted that those firms not fully current in monies owed to the
City may be found non -responsive and may not be considered.
5) Provide the three most recent financial statements as of a date not earlier than the end of the Proposer's
preceding official tax accounting period, together with a statement in writing, signed by a duly authorized
representative, stating that the present financial condition is materially the same as that shown on the balance sheet
and income statement submitted, or with an explanation for a material change in the financial condition. If certified
financial statements are not available, provide previous three years of Proposer's federal tax returns.
G. Key Employees' Experience
1) Provide an organizational chart showing all individuals, including their titres, to be assigned to this project.
2). Identify the staff person who will service as the key contact or liaison to the MPA on the Agreement. Enclose
resume, job description, and a description of relevant experience for the key contact person.
3) Identify the person in charge (Project Manager) at each facility/location that the Proposer intends to use to provide
the
H. References
Proposer must provide at least three (3) references of business clients and/or governmental agencies to which it has provided
similar Services. If available, such references should be representatives of Florida Public Agencies to which the Proposer is
currently providing, or has provided, Services within the last three (3) years.
Additional Information
Provide any additional information regarding the firms' capability to similar projects.
Page 32 of 52
9.0 REFERENCES
Rafarpnn* 111
Company:
Address:
Phone number:
Point of Contact:
Email Address:
Services Provided:
Dates Services Provided:
Reference (2)
Company:
Address:
Phone number.
Point of Contact:
Email Address:
Services Provided:
Dates Services Provided:
Reference (31
Company:
Address:
Phone number:
Point of Contact:
Email Address:
Services Completed:
Dates Services Provided:
Page 33 of 52
10.0. RFP CHECKLISTS
This checklist is provided to help you conform to all form/document requirements stipulated in this RFP and attached herein.
Submitted
With Proposal
11.0
RFP Information Form
This form must be completed, signed, and returned with Proposal.
YES
12.0
Certificate of Authority, to be completed, signed and returned with Proposal.
Complete applicable form only.
YES
12.0.1. Certificate of Authority (If Corporation)
12.0.2. Certificate of Authority (If Partnership)
12.0.3. Certificate of Authority (If Joint Venture)
12.0.4. Certificate of Authority (If Individual)
13.0
Indemnification & Insurance Requirements
Acknowledgment of receipt of information on the insurance requirements for
YES
This RFP (must be signed)
14.0
Statement of No BidlResponse (rf applicable)
YES
15.0
Debarment and Suspension Certificate (must be signed)
YES
16.0
Proposer's Qualification Statement (must be signed)
YES
17.0
Veteran Business Enterprise Opportunity Act
(must be signed)
YES
18.0
Current MMBE Certification Status
YES
19.0
Non -Collusion Certification (must be signed)
YES
20.0
Conflict of Interest Certification (must be signed)
YES
21.0
Living Wage Certification
YES
22.0
Acknowledgement of receipt of each Addendum issued by MPA, if applicable
YES
Page 34 of 52
11.0. RFP INFORMATION FORM
I certify that any and all information contained in this RFP is true; and I further certify that this RFP is made without prior
understanding, agreement, or connections with any corporation, firm or person submitting an RFP for the same materials,
supplies, equipment, or Services and is in all respects fair and without Collusion or fraud.
I certify that there are no record of judgements, bankruptcy, pending lawsuits against the City, or pending civil or criminal
actions involving moral turpitude such as theft, fraud, embezzlement, conversion, civil theft or the like or that our company
has been placed on the debarred vendors list under Section 287.133, Florida Statutes (2018) or been otherwise debarred or
suspended by any public agency and that we have not filed for bankruptcy within the last five (5) years. I also certify that there
are no conflicts of interests that have not been waived.
I certify that neither Proposer nor any principal, officer, owner, or stockholder are in arrears or in default of any debt or contract
involving the City, (as a party to a contract, or otherwise); nor have we failed to perform faithfully on any previous contract
with the City.
I agree to abide by all terms and conditions of the RFP and certify that I am authorized to sign for the Proposer firm.
I acknowledge that Miami Parking Authority shall have the sole right to reject any or all Submittals submitted in response to
this RFP; to cancel this solicitation; to request supplemental information pertaining to submitted Submittals; and to Award an
agreement to any party (or to Award no agreement at all) solely in its best interest in its sole discretion.
Firm's Name:
Principal Business Address:
Telephone:
E-mail address: @
Name:
Title:
Authorized Signature:
Fax:
Page 3S of S2
12.0.1 CERTIFICATE OF AUTHORITY
STATE OF
) SS:
COUNTY OF
(IF CORPORATION)
I HEREBY CERTIFY that a meeting of the Board of Directors of the
a corporation existing under the laws of the State of , held on , 20 , the
following resolution was duly passed and adopted:
"RESOLVED, that, as President of the Corporation, be and is hereby authorized to execute the Proposal dated,
, 20 , to The Miami Parking Authority and this corporation and that their execution thereof,
attested by the Secretary of the Corporation, and with the Corporate Seal affixed, shall be the official act and deed of this
Corporation."
further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation this , day of
,20
Secretary:
(SEAL)
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
Page 36 of 52
12.0.3 CERTIFICATE OF AUTHORITY
STATE OF
) SS:
COUNTY OF
(IF JOINT VENTURE)
I HEREBY CERTIFY that a meeting of the Principals of the
organized and existing under the laws of the State of
held on
,20 , the following resolution was duly passed and adopted:
"RESOLVED, that, as
of the Joint Venture be and is
hereby authorized to execute the Proposal dated, 20 , to The Miami Parking Authority official act
and deed of this Joint Venture."
I further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
, 20
Secretary:
(SEAL)
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE.
Page 38 of 52
12.0.4 CERTIFICATE OF AUTHORITY
STATE OF )
SS:
COUNTY OF )
I HEREBY CERTIFY that as an individual,
(IF INDIVIDUAL)
(Name of Individual)
and as a dlbla (doing business as)
(if applicable)
exist under the laws of the State of Florida.
"RESOLVED, that, as an individual and/or d/b/a (if applicable), be and is hereby authorized to execute the Proposal dated,
, 20 , to The Miami Parking Authority as an individual and/or d/b/a (if applicable) and that my
execution thereof, attested by a Notary Public of the State, shall be the official act and deed of this attestation."
I further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Notary Public this , day of
, 20
NOTARY PUBLIC:
Commission No.:
I personally know the individual/do not know the individual (Please Circle)
Driver's License #
(SEAL)
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE.
Page 39 of 52
13.0. INDEMNIFICATION AND INSURANCE
INDEMNIFICATION
Successful Proposer shall indemnify, defend, save and hold harmless the MPA, the City, and their respective officials,
employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, cost,
penalties, fines, damages, judgments or decrees, actions, debts, claims, expenses (including attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or
loss of any property, Contractual or business relations, proprietary or business interests arising out of, resulting from,
or in connection with (i) the performance or non-performance of the Services contemplated by the Agreement which is
or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether
active or passive) of Successful Proposer or its employees, agents, or subcontractors (collectively referred to as
" Successful Proposer"), regardless of whether it is, or is alleged to be, caused In whole or part (whether joint, concurrent,
or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of
them; or (ii) the failure of the Successful Proposer to conform to statutes, ordinances, resolutions, rules, or other
regulations or requirements of any governmental authority, local, federal or state, conditions or requirements; or
currently prevailing standards of care, normal protocols, and best practices in connection with the performance of the
Agreement; or (H)i Successful Proposer further expressly agrees to indemnify and hold harmless the Indemnities, or any
of them, from and against all liabilities which may be asserted by an employee or former employee of Proposer, or any of
its subcontractors, as provided above, for which the Successful Proposer's liability to such employee or former employee
would otherwise be limited to payments under State Workers' Compensation or similar laws; or (iv) a breach or a failure
to comply with any terms and conditions of this Agreement, as amended, by the Successful Proposer, including actions
or omissions of Successful Proposer's agents, representatives and assigns; or (v) any and all claims, and/or suits for
labor and materials furnished by the Successful Proposer or utilized in the performance of the Agreement or otherwise.
The foregoing indemnity shall also include liability imposed by any doctrine of strict liability; and the Successful Proposer
shall hold harmless and indemnify the MPA and the City for any errors in the provision of Services and for any fines
which may result from the fault of the Successful Proposer
These indemnifications shall survive the term or cancellation of this Agreement. In the event that any action or proceeding is
brought against the City or MPA by reason of any such action, claim or demand, Successful Proposer shall, upon written
notice from MPA, or the City Attorney, resist and defend such action or proceeding by counsel satisfactory to MPA and the
City Attorney.
The Successful Proposer shall furnish to MPA clo Procurement Department, 40 NW 31dStreet, Suite #1103 Miami, Florida
33128, Certificate(s) of Insurance prior to Agreement execution which indicate that insurance coverage has been obtained
which meets the requirements as outlined below:
INSURANCE REQUIREMENTS — FINANCIAL ADVISOR SERVICES
Commercial General Liability
A. Limits of Liability Bodily Injury
and Property Damage Liability
Each Occurrence
$1,000,000
General Aggregate Limit
$2,000,000
Personal and Adv. Injury
$1,000,000
Products/Completed Operations
$1,000,000
B. Endorsements Required
City of Miami listed as additional insured
DOSP dba MPA listed as an additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary insurance Clause Endorsement
Page 40 of 52
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
DOSP dba MPA listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $5,000,000
General Aggregate Limit $5,000,000
Retro Date Included
V. Network Security and Privacy Injury (Cyber Liability) If Applicable
Each Claim $1,000,000
Policy Aggregate $1,000,000
Retro Date Included
VI. Umbrella Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami and DOSP dba MPA listed as an additional insured.
Excess Follow Form over all applicable lines of coverage contained herein.
Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy
Injury (Cyber) coverage, if applicable, for at least 2 years after termination of the contract period subject to continued
availability of commercially reasonable terms and conditions of such coverage.
The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in
accordance to policy provisions.
Page 41 of 52
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies
required above:
The company must be rated no less than "A as to management, and no less than "Class V° as to Financial Strength,
by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance
approval.
Companies not meeting the above rating requirements shall submit proof of Reinsurance from qualifying insurers
having or exceeding the required rating criteria.
Certificates of insurance will indicate no modification or change in insurance without (30) days in advance notice to
the certificate holder.
The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which
most nearly reflect the operations of the Successful Proposer.
All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of
Florida, with the following qualifications:
The MPA and the City is required to be named as additional insured. BINDERS ARE UNACCEPTABLE.
NOTE: MPA RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE.
Compliance with the foregoing requirements shall not relieve the Successful Proposer of his liability and obligation under
this section or under any other section of this Agreement.
The Successful Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this
Section remain in force for the duration of the Contractual period; including any and all option terms that may be granted to
the Successful Proposer.
If insurance certificates are scheduled to expire during the Contractual period, the Successful Proposer(s) shall be
responsible for submitting new or renewed insurance certificates to the MPA at a minimum of ten (10) calendar days in
advance of such expiration.
In the event that expired certificates are not replaced with new or renewed certificates which cover the Contractual
period, the MPA shall:
A) Suspend the Agreement until such time as the new or renewed certificates are received by the MPA in the manner
prescribed in the RFP.
B) The MPA may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from
the Successful Proposer in conjunction with the violation of the terms and conditions of the Contract.
The undersigned Proposer acknowledges that they have read the above information and agrees to comply with all the above
MPA requirements.
Proposer:
Date:
Signature:
(Company name)
Print Name:
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE.
Page 42 of 52
14.0 STATEMENT OF NO BIDIRESPONSE
NOTE: If you do not intend to submit a Proposal on this commodity or service, please return this form in the Bid envelope
on or before Bid opening. Failure to respond either by submitting a bid or this completed form will be cause for
removal from the vendor/Bidder's list.
Miami Parking Authority
Procurement Office
40 NW 3rd Street, Suite #1103
Miami, FL 33128
We, the undersigned, have declined to submit a Bid on your
Bid No. RFP 19-11 FINANCIAL ADVISOR SERVICES for the following reasons:
Specifications too `fight", i.e., geared toward one brand or manufacturer only (explain below).
Insufficient time to respond to the Request for Proposal.
We do not offer this product or service.
Our schedule would not permit us to perform.
We are unable to meet Specifications.
We are unable to meet bond requirements.
Specifications are unclear (explain below).
We are unable to meet insurance requirements.
Remove us from your Bidders' list for this commodity or service.
Other (specify below).
Remarks:
We understand that if this statement is not completed and returned, our company may be deleted from the Miami Parking
Authority Bidders' list for this commodity or service.
Company Name:
Signature:
Title:
Telephone:
Date:
Page 43 of 52
15.0. DEBARMENT AND SUSPENSION
(a) Authority and requirement to debar and suspend:
After reasonable notice to an actual or prospective Contractual party, and after reasonable opportunity to such party
to be heard, the Chief Executive Officer, after consultation with the Chief Procurement Officer, and the City Attorney,
shall have the authority to debar a Contractual party for the causes listed below from consideration for Award of MPA
contracts. The debarment shall be for a period of not fewer than three (3) years. The Chief Executive Officer shall
also have the authority to suspend a contractor from consideration for Award of MPA contracts if there is probable
cause for debarment. Pending the debarment determination, the authority to debar and suspend contractors shall be
exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the
Chief Executive Officer, the City Attorney, and the Board.
(b) Causes for debarment or suspension include the following_
1. Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private
agreement or subcontract, or incident to the performance of such agreement or subcontract;
2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction
of records, receiving stolen property, or any other offense indicating a lack of business integrity or business
honesty;
3. Conviction under state or federal antitrust statutes arising out of the submission of bids or Responses;
4. Violation of agreement provisions, which is regarded by the Chief Procurement Officer to be indicative of non -
responsibility. Such violation may include failure without good cause to perform in accordance with the terms
and conditions of an agreement or to perform within the time limits provided in a contract, provided that failure
to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or
suspension;
5. Debarment or suspension of the Contractual party by any federal, state or other governmental entity;
6. False certification pursuant to paragraph (c) below, or
7. Any other cause judged by the Chief Executive Officer to be so serious and compelling as to affect the
responsibility of the Contractual party performing MPA contracts.
(c) Certification:
All contracts for goods and services, sales, and leases by the MPA shall contain a certification that neither the
Contractual party nor any of its principal owners or personnel have been convicted of any of the violations set forth
above or debarred or suspended as set forth in paragraph (b) (5).
The undersigned hereby certifies that neither the Contractual party nor any of its principal owners or personnel have
been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b) (5).
Company name:
Signature:
Date:
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
Page 44 of 52
16.0 PROPOSER'S QUALIFICATION STATEMENT
INSTRUCTIONS:
This questionnaire is to be included with your Response. Do not leave any questions unanswered. When the question
does not apply, write the word(s) "None", or "Not Applicable", as appropriate. Please print.
COMPANY NAME:
COMPANY OFFICERS:
President
Vice President
Secretary
Treasurer
COMPANY OWNERSHIP:
% of ownership
% of ownership
% of ownership
% of ownership
LICENSES:
1. County or Municipal Business Tax Receipt No. (attach copy with Bid)
2. Business Tax Receipt
3. Business Tax Receipt Expiration Date:
4. Metro -Dade County Certificate of Competency No. (attached copy if requested in Bid or RFP)
5. Social Security or Federal I.D. No.
Page 45 of 52
17.0 Veteran Business Enterprise Opportunity Act
Respondent certifies that (s)he has read and understood the provisions of the Veteran Business Enterprise Opportunity Act
(Section 18-110 of the City Code).
Respondent will complete and submit the following questions as part of the RFQ.
A. Is the firm a Certified Veteran Business Enterprise?
Yes No
B. In the event your answer to Question "A" is yes, please attach certification documentation below.
FIRWRESPONDENT'S NAME:
SIGNATUREITITLE:
DATE:
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY RESPONSE.
Page 46 of 52
18.0 CURRENT MMBE CERTIFICATION (Attach proof of certification if applicable)
INFORMATION SHEET
MINORITYMOMEN CLASSIFICATION AND PARTICIPATION
1. Indicate MINORITYMOMEN CLASSIFICATION OF BUSINESS ENTERPRISE (Bidder):
( ) Black ( ) Hispanic ( ) Women ( ) Other (Non -Minority)
2. Detail MINORITYMOMEN PARTICIPATION within your firm, or as it may apply to this bid, if awarded:
A. JOINT VENTURE: Provide information regarding MinorityMomen firm
participating as such, and the extent of participation.
Firm Name/Address Gender/Ethnicity % of Bid
B. SUBCONTRACTORS: Provide information regarding Minority/Women firms which will be subcontractors for this Bid,
and their extent of the work.
Firm Name/Address Gender/Ethnicity % of Bid
C. SUPPLIER: Provide detail regarding Minority/Women firms that will supply you with goods or services, and the
extent.
Firm Name/Address Gender/Ethnicity % of Bid
Page 47 of 52
19.0 NON -COLLUSION CERTIFICATION
Statement:
Please quote on this form, if applicable, net prices for the items) listed. Return signed original and retain a copy
for your files. Prices should include all costs, including transportation to destination. The MPA reserves the right to
accept or r4ect all or any part of this submission. Prices should be firm for a minimum of 180 days following the
time set for closing of the submissions. In the event of error(s) in extension of totals, the unit prices shall govern
in determining the quoted prices.
We (1) certify that we have read your solicitation, completed the necessary documents, and propose to
fumishldeliver, FOB DESTINATION, when applicable, the items or services specified herein.
The undersigned hereby certifies that neither the contractual party nor any of its principal owners m• personnel
have been c o n v i c to d of any of the violations, debarred or suspended as set in section 18-107 or Ordinance
No. 12271.
All exceptions to this submission have been documented in the section below (refer to paragraph and section)
EXCEPTIONS:
We (1) certify that any and all information contained in this submission is true and we (1) further certify that it is made without
prior understanding, agreement or connection with any corporation, firm, or person submitting a proposal for the same
materials, supplies, equipment or services and is in all respects fair and without collusion or fraud. We (1) agree to abide
by all terms and conditions of this solicitation and certify that I am authorized to sign this offer on behalf of the submitter.
Please print the following and sign your name.
Company Name:
Signature:
Position/Title:
Telephone:
E-Mail:
Date:
Page 49 of 52
20.0 NO CONFLICT OF INTEREST CERTIFICATION
Submitted this day of , 2019.
The undersigned, as Proposer/Respondent, declares that the only persons interested in this RFP are named herein; that no
other person has any interest in this RFP or in the Agreement to which this RFP pertains; that this response is made without
connection or arrangement with any other person; and that this response is in every respect fair and made in good faith,
without collusion or fraud.
The Proposer/Respondent agrees if this response/submission is accepted, to execute an appropriate MPA document for the
purpose of establishing a formal contractual relationship between the Proposer/Respondent and the MPA, for the performance
of all requirements to which the Response/submission pertains.
The Proposer/Respondent states that this response is based upon the documents identified by the following number: RFP
No.19-11.
The full names and residences of persons and firms interested in the foregoing bid/proposal, as principals, are as follows:
Name Street Address City State Zip
The Proposer/Respondent further certifies that this response/submission complies with Chapter 2 of the Code, that, to the
best of its knowledge and belief, no Commissioner, Mayor, or other officer or employee of the MPA has an interest directly or
indirectly in the profits or emoluments of the Agreement, job, work or service to which the response/submission pertains.
SIGNATURE
PRINTED NAME
TITLE
Company Name
Page 49 of 52
20.0 LIVING WAGE CERTIFICATION
Pursuant to Section 18-557(c) of the City of Miami Code, as amended, entitled Certification mquirad before payment Any and
all service contracts subject this article shall be void, and no funds may be released, unless prior entering into any such
contract with the City and or MPA, the service contractor certifies to pay each of its covered employees no less than the living
wage described in section 18-557(a). A copy of this certificate must be made available to the public upon request. The
certificate at a minimum must include the following:
Name address, and phone number of the covered employer, a local contact person, and the specific project for
which the covered services contract is sought:
Project:
Name of Contractor:
Phone
2. The amount of the covered services contract, a brief description of the projector service provided under the contract.
Amount of contract:
Description of service or project:
3. A statement of the wage level for all employees;
4. A commitment to pay all covered employees the living wage as defined by section 18-557(a)
Effective January 1, 2017 service contractors shall be required to pay all its employees who provide services for covered
service contracts the hourly living wage as stated below
• $15.00 per hour without health benefits
• $13.19 per hour with health benefits
I further understand and agree and acknowledge that failure to comply with the Living Wage Ordinance requirements shall
constitute a material breach of the contract by which the MPA may immediately terminate same.
I declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct, and that I am
authorized to bind this entity Contractually.
Executed this day of , in the year , in
City State
Signature Mailing Address
Name of Signatory (please print) Title
For more information on the Living Wage or a copy of the Ordinance , refer to the City of Miami Procurement Department
website: hdi)://www.miamigov.comIProcuremenUpacies/Policies/default.asi)
Page 50 of 52
PAR
tt- ¢
P i
f � n
s
94TMOS`�
21.0
ACKNOWLEDGEMENT OF RECEIPT OFADDENDUM ISSUED BY MPA
RFP 19.11 Financial Advisor Services
NAME OF FIRM:
CONTACT PERSON:
ADDRESS:
TELEPHONE NUMBER:
FAX NUMBER:
E-MAIL:
LIST EACH ADDENDUM # REC
SIGNATUREITITLE:
Page 51 of 52
i
MIAMI DAILY BUSINESS REVIEW
Pubffdmd Daffy except Sahaday, Sunday and
U*W HoUdays
MEsmi, MiemWU& County, Florida
STATE OF FLORIDA
COUNTY OF MlAA"ADE:
Before the undersigned authority personally appeared
GUILLERMO GARCIA, who on oa% says that he or she Is the
DIRECTOR OF OPERATIONS, Legal Notices of the Miami Daily
Business Review Wa Miami Review, a daffy (except
Saturday, Sunday and Legal Holidays) newspaper.
published at Miami in Miami -Dade County, Florida', that the
attached copy of advertisement, being a Legal Advertisement
of Notice In the matter of
CITY OF SOUTH MIAMI - VIRTUAL MEETING OF THE CITY
COMMISSION - MAY S. 2020
in the XXXX Court, SEE � v TACHED
was published In said newspaper in the issues of
0424f2020
AtTtant furrther says that the said Miami Daily Business
Review is a newspaper published at Miami. In said Miami -Dade
County, Florida and that the said newspaper has heretofore
been continuously published in said Miami -Dade County. Florida
each day (except Saturday, Sunday and Legal Holidays) and
has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County. Florida. for a period
of one year next preceding the first publication of the attached
copy of advertisement; and attiant further says that he or she
has neither paid nor promised any person. firm or corporation
any discount, rebate, commission or refund for the purpose of
securing this advertisement for publication In the said
newspaper.
F
Sworn bUnd subscribed before me this +
24 ft of APRIILA.D. 2020
(SEAL) _ / —
GUILLERMO GARCIA personally known to me
.............. CINS NALrnN RAw(
Commission # GG 27MI
= , Expires Novambe; '9, 2022
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1927 '
AL O tt i C
CITY OF SOUTH MIAMI, FLORIDA
NOTICE TO THE PUBLIC OF THE
VIRTUAL MEETING OF THE
CITY COMMISSION
In accordance with City of South Miami Code, Chapter 286.011, Fla. Stan, and Executive Order Number 2D.69,
the City will be holding its City Commission Meeting VIRTUALLY. The meeting is scheduled to begin on Tuesday
May 5,21320 at 7:00 p.m. to consider the following public hearing hems:
A Resolution authorizing the City Manager to enter Into a multi -year piggyback agreement with Hilltop
Securities Inc. for Financial Advisory Services
NOTE Location Map applies to all items below
i
0
SW 73RD ST _. _T.--�rq
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e
,../ 911741H ST 4_
SW 74TH TER
An Ordinance providing for a Small -Scale Map Amendment amending the City of South Miami Comprehensive
Plan Future Land Use Map from Mixed -Use Commercial/Residential to Tmnsit-Oriented Development
District (TODD) on a 1.9-acre property known as the Winn -Dixie site located at 58W SW 73rd Street and
7331 SW S9tit Avenue and as legally described herein.
An Ordinance pursuant to Section 20-5.7 and other applicable provisions of the City of South Miami Land
Development Code modifying Article II, Sections 20-3.1(A) and (8) and 20.3.3(D), Article WI, Section 20.7.2, and
Article Vill, Sections 20-8.1 through 20-8.17 in order to create a new zoning subcategory, Transit -Oriented
Development District Mixed -Use Market (TODD MU-M).
An Ordinance pursuant to Section 20-5.7 of the Land Development Code providing for a Map Amendment to
the City of South Miami Official Zoning Map from Neighborhood Retail (NR) to Transit -Oriented Development
District Mixed -Use Market (TODD-MU-M) on a 1.9-acre property known as the Winn -Dixie site located at
5850 SW 73rd Street and 7331 SW 5911T Avenue and as legally described herein.
The members of the City Commission, the applicant, the applicant's attorney and witnesses and City staff will
participate by video conferencing through the Zoom platform and members of the public may join the meeting via
Zoom at h( ttps7/zoom.us/s/30566363381 and participate. If you desire to present evidence or you are unable to
use Zoom, there are procedures to follow and other options available including a dedicated phone line to listen
and participate in the meeting and limited public attendance, all of which is set forth in the meeting notice posted
at City Hall and at httyl//www.southmiamlfl.aov/5g0/Public-Meetings-Notices. Anyone who wishes to review
pending application and supporting documentation in person must make an appointment by calling 305-663-6340,
Please note that Governor DeSantis' Executive Order Number 20-69 suspended the requirements of Section 166.
045, Fla. Stat., that a quorum to be present in person, and that a local government body meet at a specific public
place. The Executive Order also allows local government bodies to utilize communications media technology,
such as telephonic and video conferencing such as Zoom for meetings of local government bodies- Note that
pursuant to Florida Statutes 286.0105, a person who decides to appeal any decision made by a Board, Agency or
Commission with respect to any matter considered at its meeting or hearing, a record of the proceedings will be
required for said appeal and such person will be required to have a verbatim transcript of the proceedings Mcludng
the testimony and evidence upon which the appeal Is to be based ADA: To request a mddificatlon to a policy,
practice or procedure or to request an auxiliary aide or service in order to participate in a City program, activity or
evem, you must on or before 4:00 p.m. on April 29 2020 deliver your request to the City Clerk by telephone: 89
305- 722-8686 (voice) or 305442-1600 CMITIID) or by mail at 6130 Sunset Drive, South Miami, Florida or email
at npaynetDsouthmiamifl.gov.
Nkenga A. Payne, CMC
City Clerk
4/24 20-1710000468316M
SUNDA1 APRIL 212020 I NEIGHBORS I 1115E
kuglxEAupcoa
CITY OF SOUTH MIAMI, FLORIDA
NOTICE TO THE PUBLIC VIRTUAL MEETING OF THE
CITY COMMISSION
In accordance with City of South Miami Code, Chapter 286.011, Fla. Slat, and Executive Order Number 2069, the City will be holding its City Commission Meeting VIRTUALLY. The meeting
is schwulad to begin on Tuesday, May S. 2020 at 7:00 p.m. to consider the following public hearing items:
A Rea. Who. authorizing the City Manager to enter Into a muhLyear piggyback agreement with Hilltop Securities Inc. for Financial Advisory Services.
NOTE: Location Map applies to all Items below
_
sw nsa sT
i
-
sw
ew rrry rsa
An Ordinance providing for a Small -Scale Map Amendment amending the City of South Miami Comprehensive Plan Future Land Use Map from Mixed -Use
Commercial/Residential to Transit -Oriented Development District (TODD) an a 1.6acre property known as the Winn -Dixie site located at 5550 SW 73rd Street and 7331 SW
59th Avenue and as legally described herein.
An Ordinance pursuant to Section 20-5.7 and other applicable provisions of the City of South Miami Land Development Code modifying Article II, Sections 206.1(A) and (8)
and 2D33(D), Article WI, Section 20-7.2, and Article Vill, Sections 20-8.1 through 20-8.17 in order to create a new zoning subcategory, Transit -Oriented Development District
Mixed -Use Market (TODD MU-M).
An Ordinance pursuant to Section 20-5.7 of the Land Development Code providing for a Map Amendment to the City of South Miami Official Zoning Map from Neighborhood
Retail (MR) to Transit -Oriented Development District Mixed -Use Markel (TOD"U-M) on a 1.9-acre property known as the Winn -Dixie site located at 5650 SW 73rd Street and
7331 Syf 59th Avenue and as legally described herein.
The members of the City Commission, the applicant, the applicant's attorney and witnesses and City staff will participate by video conlerencing through the Zoom platform and members
of the o,ti is may join the meeting via Zoom at (hUPs://zoom.us/w3056636338) and participate. If you desire to present evidence or you are unable to use Zoom, there are procedures to
follow and other options available including a dedicated phone line to listen and participate in the meeting and limited public attendance, all of which is selforth in the meeting notice posted
at City Mall and at hUp://www.southmiami8.gov/580/Public-Meeting"otices. Anyone who wishes to review pending application and supporting documentation in person must make an
appointment by calling 305-6636340.
Please note that Governor DeSantis' Executive Order Number 20-69 suspended the requirements of Section 166.045. Fla. Slat., that a quorum to be present in person, and that a local
govem++enl body meet at a specific public place. The Executive Order also allows local government bodies to utilize communications media technology, such as telephonic and video
confemicing such as Zoom for meetings of local government bodies. Note that pursuant to Florida Statutes 286.0105, a person who decides to appeal any decision made by a Board,
Agency or Commission with respect to any matter considered at Its meeting or hearing. a record of the proceedings will be required for said appeal and such person will be required to
have a+wbalim transcript of the proceedings including the testimony and evidence upon which the appeal Is to be based ADA: To request a modification he a policy, practice or procedure
or to request an auxtery aide or service in order to participate in a City program, activity or event, you must an or before 4:00 p.m. on April 29 2020 deliver your request to the City Clerk
by telephone: 305-722-8686 (voice) or 305-442-1600 (ITY/TDD) or by mall at 6130 Sunset Drive, South Mimi, Florida or email at npayne®soulhmiamifl.gov.
Nkenga A. Payne, CMC 90
City Clerk