REQUEST FOR PROPOSALS

(RFP NO. 989387)

FOR

LEASE OF CITY-OWNED WATERFRONT PROPERTY

FOR, BUT NOT LIMITED TO MARINA/RESTAURANT/SHIP’S STORE
USES

LOCATED AT
FEDERAL EAST COAST “FEC” SLIP AT MAURICE A. FERRÉ PARK
F/K/A/ MUSEUM PARK
801 BISCAYNE BOULEVARD,
MIAMI, FLORIDA 33132

ALSO KNOWN AS
“FEC SLIP RFP”

CITY OF MIAMI
DEPARTMENT OF PROCUREMENT

ISSUE DATE: JANUARY 18, 2019

PROPOSALS DUE DATE: APRIL 18, 2019

 City of Miami

January 18, 2019

Ladies and Gentlemen:

The Department of Procurement (“Procurement”) for the City of Miami (“City”) does
hereby issue the attached Request for Proposals (“RFP”), on behalf of the Bayfront Park
Management Trust (“Trust”) for the development and lease of prime waterfront property located at
801 Biscayne Boulevard, Miami, Florida, known as Federal East Coast “FEC” Slip at Maurice A.
Ferré Park. The goal of this RFP is to create a vibrant recreational space, whether, but not limited
to, a marina and restaurant destination with an ancillary ship’s store facility for City residents,
guests, and visitors. Please review the details in the RFP below.

As described herein, the Successful Proposer shall enter into a long-term lease with the
City/Trust for approximately 9.91 acres (including uplands and submerged land) of waterfront
property located at 801 Biscayne Boulevard, Miami, Florida, and more specifically shown in the
survey and legal description included as Exhibit A (“Property”).

The City hereby requests that Proposers submit a proposal package including all of the
items required by this RFP. This RFP contains information regarding the Property, submission
requirements, and selection procedures. Carefully review all enclosed documents. Proposers must
comply with all submission requirements as well as all applicable legal and regulatory requirements
in order to be eligible for consideration. All information and materials submitted will be thoroughly
analyzed and independently verified. The Proposals submitted by each Proposer must present a
definitive and detailed build-out program, completion schedule, financial plan, design, and meet all
requirements of this RFP, to form the basis for evaluation and selection by the City.

Proposals must be received by the Office of the City Clerk (First Floor Counter), City Hall,
3500 Pan American Drive, Miami, Florida 33133, by 3:00 PM, on April 18, 2019. Late or
incomplete proposals will not be considered. A list of all Proposers will be made public the
following day online at a site accessible through the City’s online iSupplier System:
http://www.miamigov.com/Procurement/

The Successful Proposer shall be subject to the requirements of all applicable laws,
including, but not limited to, the laws of the State of Florida, Miami-Dade County, and the Charter
and Code of the City. On behalf of the Bayfront Park Management Trust, I welcome responsive
proposals from responsible Proposers that will realize the full potential of this prime real estate
location.

Sincerely,

Jose Gell
Interim Executive Director
Bayfront Park Management Trust

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 TABLE OF CONTENTS
I. EXECUTIVE SUMMMARY
II. GENERAL TERMS AND CONDITIONS
III. SPECIAL CONDITIONS
A. PROPOSED PROJECT
B. THE PROPERTY
C. SELECTION PROCESS AND CONTRACT AWARD
D. LEASE
E. BACKGROUND CHECK/DISQUALIFICATION
IV. TECHNICAL SPECIFICATIONS
A. PROPOSAL REQUIREMENTS & FORMAT
B. DEADLINE FOR RECEIPT OF INFORMATION / CLARIFICATION
C. RECEIPT OF RESPONSES

EXHIBITS & APPENDICES

EXHIBIT A INTENTIONALLY OMITTED
EXHIBIT B INTENTIONALLY OMITTED
EXHIBIT C DRAFT LEASE & DEVELOPMENT AGREEMENT
EXHIBIT D INTENTIALLY OMITTED
EXHIBIT E IRS REQUIREMENTS

APPENDIX 1 RFP NO. 989387 CHECKLIST

APPENDIX 2 REGISTRATION FORM
APPENDIX 3 RFP PROPOSAL SUBMISSION FORM
APPENDIX 4 BUSINESS TEAM EXPERIENCE
APPENDIX 5 DEVELOPMENT TEAM EXPERIENCE
APPENDIX 6 ENTITY CERTIFICATE OF AUTHORITY
APPENDIX 7 DISCLOSURE/DISCLAIMER FORM
APPENDIX 8 INSURANCE REQUIREMENTS
APPENDIX 9 BACKGROUND CREDIT CHECK CONSENT FORMS
APPENDIX 10 NON-COLLUSION AFFIDAVIT

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 REQUEST FOR PROPOSALS
FEC SLIP
(RFP No. 898387)

I. EXECUTIVE SUMMMARY

Project: The City is seeking responsive proposals from qualified Proposers willing
to plan, design, construct, renovate, redevelop, lease, manage and operate a
mixed-use waterfront facility including, but not limited to, a marina,
boatyard, dock master’s office, ship’s store, dry storage, wet slip docks, and
at least one restaurant (“Project”).

Location: 801 Biscayne Boulevard, Miami, Florida, the (“Property”).

Property Size: Approximately 9.91 acres, including upland and submerged land property.
The submerged land is estimated to be approximately 7.75 acres.

Zoning: Development capacity and program for this site are regulated by the City of
Miami (“City”) Comprehensive Neighborhood Plan and the Miami 21
Zoning Code.

Condition of
Property: The Property and its improvements are offered in "AS IS, WHERE IS"
condition by the City. No representations or warranties whatsoever are
made as to its condition, state or characteristics. EXPRESSED
WARRANTIES AND IMPLIED WARRANTIES OF FITNESS FOR
A PARTICULAR PURPOSE OR USE AND HABITABILITY ARE
HEREBY DISCLAIMED. IMPLIED WARRANTIES OF
MERCHANTABILITY, SUITABILITY, AND/OR FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. No
representation whatsoever is made as to any environmental, surface,
subsurface, water or soil matter or condition.

Taxes, Impositions: The Successful Proposer is responsible for all taxes, levies, governmental
impositions, surcharges and assessments due or assessed on the Property.
The Successful Proposer shall be required to pay for any survey(s), site
plans, permits, or other application fees required for the implementation of
the Project. The Successful Proposer shall be responsible for payment in
lieu of taxes (“PILOT”) during the term of the Agreement in the event the
Property becomes exempt from ad valorem real estate taxes.

County Approval: The Property may be subject to certain deed restrictions set forth by Miami-
Dade County. In the event Miami-Dade County requires approval of the site
plan or any other component of the RFP, the Successful Proposer shall be
responsible for pursuing such approvals at its sole cost and expense.

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Comprehensive Plan: The Miami City Commission has adopted, pursuant to the requirements of
State and Local Laws, the Miami Comprehensive Neighborhood Plan
(“MCNP”), as amended. The Future Land Use Map (“FLUM”) of the
MCNP classifies this Property as Recreation.

Lease: A lease agreement substantially in the form included herein as Exhibit “C”
(“Lease”) shall be executed following the award of this RFP. Certain
provisions of the Lease shall remain non-negotiable, including, but not
limited to, items specifically required by this RFP, as well as
Indemnification, Hold Harmless, Duty to defend, Insurance, and
Guarantees. Please note that the form lease included as Exhibit “C” is a draft
that will be revised to reflect all of the requirements specified in this RFP
as finally negotiated between the parties, subject to review and approval by
the Office of the City Attorney. Where the terms of the form Lease included
as Exhibit “C” are in conflict with the terms contained in this RFP, the terms
of this RFP shall govern.

Lease Term: The Lease consists of a fifty (50) year initial term, with two (2) fifteen (15)
year renewal terms. The cumulative term, inclusive of both renewals, may
not exceed a total of eighty (80) years (“Lease Term”). The Project shall be
planned in a contiguous manner, although there may be a phased delivery
of possession. The Lease Term shall commence upon execution of the
Lease. Subsequent phases of the lease shall run concurrently with the initial
phase.
Rent
Requirements: RFP Proposals shall include a minimum base rent equal to or greater than
Three Million Dollars ($3,000,000) annually (“Base Rent”). Commencing
on the fifth anniversary of the Effective Date of the Lease and on each fifth
anniversary thereafter during the Initial Term and any extensions or
renewals, the per annum Base Rent amount shall be adjusted to the greater
of: an increase by three percent (3%) of the previous year’s Base Rent, or
an increase based on the amount indicated by the Consumer Price Index as
of three (3) months prior to the beginning of the applicable adjustment date.
In no event shall any such annual adjustment to the Base Rent result in an
increase that is less than three percent (3%), or more than five percent (5%),
of the Base Rent amount immediately prior to the effective date of such
adjustment.

Additionally, Proposals must provide that the City shall receive a

percentage rent equal to or greater than six percent (6%) monthly gross
receipts generated at the FEC Slip and received by Successful Proposer
from the Project (“Percentage Rent”). Additional rent may be applicable, as
negotiated and specified in the Lease.

Parking Contribution: Successful Proposer shall be required to construct sufficient parking for the
Project as determined by the Parking Formula set forth in Section III.A.7.
below.

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Referendum Deposit: Section 3(f)(iii) and 29-B of the Charter of the City of Miami requires that
any lease that the City Commission approves pursuant to this RFP shall not
be valid unless approved by public vote through a referendum process
(“Referendum”). The Successful Proposer shall pay a One Hundred and
Twenty-Five Thousand Dollars ($125,000.00) deposit in order to place the
lease terms on the ballot for approval (“Referendum Deposit”). After
receiving approval by the City Commission, any unused portion of the
Referendum Deposit, after deducting all costs for the Referendum, shall be
returned to the Successful Proposer. In the event additional funds are
required to place the question on the ballot (i.e., to account for increased
costs of printing or other costs imposed), the Successful Proposer shall be
required to promptly pay the additional funds to the City within ten (10)
days’ written notice. Failure to do so will disqualify the Proposer from
further consideration. Letters of credit will not be accepted as a substitute
security.

Proposer Entity: At the time of submission of the Proposals, the Proposer must be a business
entity (i.e., Partnership, Limited Liability Company, Corporation, etc.)
already authorized to do business in the State of Florida, Miami-Dade
County and the City of Miami under the Proposer entity’s legal name. Any
principal(s) included in Appendix 3 (“RFP Proposal Submission Form”)
may not be substituted or withdrawn from participation after the Submission
Date unless the City Manager specifically authorizes in writing a request
for substitution.

Background Check: Each Proposer, including the principals thereof, and/or its assigns, shall be
subject to a background and credit check, which may be necessary to
determine responsibility and responsiveness to all items required by this
RFP.
Pre-Proposal
Conference and
Site Visit: The City will conduct a Pre-Proposal Submission Conference and site visit
on Wednesday, February 20, 2019 at 11:00 AM at the Trust’s Offices
located at 301 N. Biscayne Blvd., Miami, FL 33132. Attendance at the Pre-
Proposal Submission Conference and Site Visit shall be optional; however,
prospective Proposers are strongly advised to attend.

Contracting Officer: Charles Johnson, III

City of Miami | Department of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33330
T: (305) 416-1924
E: cjohnson@miamigov.com

Proposal Due Date

and Location: April 18, 2019, 3:00 P.M.
Office of the City Clerk, City of Miami City Hall
3500 Pan American Drive, First Floor Counter
Miami, FL 33133
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II. GENERAL TERMS AND CONDITIONS

A. Definitions
1. Proposal – shall refer to any offer(s) submitted in response to this solicitation.
2. Proposer – shall refer to anyone submitting a Proposal in response to this solicitation.
3. Project – shall refer to the plan, design, construct, renovate, redevelop, lease, manage
and operate a mixed-use waterfront facility, as proposed by the Successful Proposer
and accepted by the Trust and the City.
4. Solicitation– shall mean this solicitation documentation, including any and all
addenda.
5. Solicitation Submittal Forms – must be completed and submitted with the Proposal.
6. City – shall refer to the City of Miami, Florida
7. Procurement – shall refer to City of Miami Department of Procurement.
8. Registered Proposer – shall refer to a firm that has submitted a complete Registration
Form.
9. Successful Proposer – shall mean the Proposer(s) recommended for award.

B. Instruction to Proposers
1. Proposer Qualification and Registration
It is the policy of the City to encourage full and open competition among all available
qualified Proposers. Proposers must register as a Registered Proposer by submitting a
completed Registration Form.

2. Public Entity Crimes

To be eligible for award of a contract, firms wishing to do business with the City must
comply with Section 287.133(2)(a) of the Florida Statutes, which provides that 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 Proposal on a contract to provide any goods or
services to a public entity, may not submit a Proposal on a contract with a public entity
for the construction or repair of a public building or public work, may not submit
Proposals 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 287.017 of the Florida Statutes, for CATEGORY
TWO, as defined by Section 287.017(2) of the Florida Statutes, for a period of thirty-
six (36) months from the date of being placed on the convicted vendor list.

3. Request for Additional Information

i. Cone of Silence: Pursuant to Section 18-74 of the City Code, all Solicitations,
once advertised and until an award recommendation has been forwarded to the
appropriate authority, are under the “Cone of Silence”. Any communication or
inquiries, except for clarification of process or procedure already contained in
the Solicitation, are to be made in writing to the attention of the Contracting
Officer identified in the Solicitation with a copy sent to the City Clerk either
via email at clerks@miamigov.com or via mail at Office of the City Clerk,
Attn: Todd B. Hannon, 3500 Pan American Drive, First Floor, Miami, Florida
33133.
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 ii. Addenda: Procurement may issue an addendum in response to any inquiry
received prior to Proposal receipt and opening that changes, adds to, or clarifies
the terms, provisions or requirements of the Solicitation. The Proposer should
not rely on any representation, statement or explanation whether written or
verbal, other than those made in this Solicitation or in any addenda issued.
Where there appears to be a conflict between this Solicitation and any addenda,
the last addendum issued shall prevail. It is the Proposer’s responsibility to
ensure receipt of all addenda, and any accompanying documentation.

4. Solicitation and Proposers’ Responsibilities

It is the responsibility of the Proposer to become thoroughly familiar with the
requirements, terms, and conditions of this Solicitation. Allegations or pleas of
ignorance by the Proposer of conditions that exist or that may exist will not be accepted
as a basis for varying the requirements of the City, or the compensation to be paid by
the Proposer. This Solicitation is subject to all legal requirements contained in the
applicable City Charter and City Code provisions, as well as all applicable County,
State, and Federal laws, rules, and regulations. It is the responsibility of the Proposer,
prior to conducting any lobbying regarding this Solicitation to file the appropriate form
with the City Clerk stating that a particular lobbyist is authorized to represent the
Proposer. The Proposer shall also file a form with the City Clerk at the point in time at
which a lobbyist is no longer authorized to represent said Proposer. Failure of a
Proposer to file the appropriate form required, in relation to each Solicitation, may be
considered as evidence that the Proposer is not a responsible contractor.

5. Change or Withdrawal of Proposals

i. Changes: Prior to the scheduled Proposal receipt and opening, a Proposer may
change its Proposal by submitting a new Proposal. Other than scrivener’s errors
or other non-material errors that serve the City’s best interest once revised, no
changes to a Proposal will be accepted after the submission deadline.
ii. Withdrawals: A Proposal shall be irrevocable unless the Proposal is withdrawn
as provided herein. A Proposal may be withdrawn within ninety (90) days after
the Proposal has been received and opened and prior to award, by submitting a
letter to the Contracting Officer identified in this Solicitation. The withdrawal
letter must be on company letterhead and signed by an authorized agent of the
Proposer. Proposals may not be withdrawn except as expressly provided in this
Section II.B.5.ii.

6. Conflicts within Solicitation

Provisions contained herein will be interpreted in a manner consistent with all other
provisions. However, where there exists a conflict between the General Terms and
Conditions, Special Conditions, the Technical Specifications, or any addendum issued,
the order of precedence shall be: the last addendum issued, the Technical
Specifications, the Special Conditions, and then the General Terms and Conditions.
Additionally, the provisions of this solicitation shall govern over all agreements to be
negotiated with Proposer pursuant to this solicitation. In the event of a conflict between
any draft agreement included as an exhibit, attachment, or appendix and the terms of
this solicitation, the terms of this solicitation shall govern.
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C. Preparation of Proposals
1. Registration Form – Proposers are required to register in the manner indicated in the
Registration Fee Section of the Executive Summary, in order to respond to solicitations
issued by Procurement.
2. Submittal Forms – the Proposal Submission Form and all other required solicitation
documents define requirements of the Solicitation, and must be completed and
submitted as outlined within the Solicitation. Use of another form may result in
rejection of the Proposal.
3. Authorized Agent – An authorized agent of the Proposer’s firm must sign the Proposal
Submission Form and submit it together with the Proposal.
4. Conditions – The Proposer may be considered non-responsive if Proposals are
conditioned to modifications, changes, or revisions to the terms and conditions of this
Solicitation.
5. Additional/Alternate Proposals – Proposers may submit an additional or alternate
Proposal(s) for the same Solicitation provided that such additional or alternate Proposal
is allowable under the terms and conditions specified in this RFP. The additional or
alternate Proposal must meet or exceed minimum requirements and must be submitted
by separate submittal marked “Alternate Proposal”. All Proposals submitted as
Alternate Proposals shall be considered separately and independently of each other.
Additional or alternate Proposals shall not deviate from the requirements of this RFP.
Failure to comply with the requirements of this RFP in any one of the additional or
alternate Proposals shall be grounds for disqualification of such Alternate Proposal.
6. Price Discrepancies – where there is a discrepancy between the prices offered within
the Proposal, the prices or amounts that would provide the greatest return to the City
shall prevail.

D. Cancellation of Solicitation
The Trust reserves the right to cancel, in whole or in part, any Solicitation when it is in the best
interest of the Trust. The Trust shall have the sole and absolute discretion to determine which
actions are in the best interest of the Trust.

E. Award of Solicitation
1. Generally – This RFP may be awarded to the responsible Proposer meeting all
requirements as set forth in the Solicitation. The Trust reserves the right to reject any
and all Proposals, to waive irregularities or technicalities and to re-advertise for all or
any part of this Solicitation as deemed in its best interest. The Trust shall be the sole
judge of its best interest.
2. Unreasonable Offers – The Trust expressly reserves the right to reject any and all
Proposals if it is determined that prices are insufficient, best offers are determined to
be unreasonable, or it is otherwise determined to be in the Trust’s best interest to do so.
3. Negotiations – The Trust reserves the right to negotiate price with the Proposer
providing the best financial return to the Trust, provided that the Solicitation’s scope
of work and/or minimum requirements, including rent, remains the same or revised for
the Trust’s benefit (such as increased rent).
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 4. Qualified Proposers – Award of this Solicitation will only be made to firms that have
completed the Registration Form and satisfy all necessary legal requirements to do
business with the City.
5. Contractor Responsibility – Pursuant to City Code Section 18-120, the Proposer’s
performance as a prime contractor or subcontractor (as may be applicable) on previous
City contracts shall be taken into account in evaluating the Proposal received for this
Solicitation.
6. Award Information – To obtain a copy of the evaluation scores, upon notice of Award
Recommendation, Proposer(s) may request the scoring sheets or other award
information by contacting the Contracting Officer outlined within the Solicitation.
7. Contract – The Solicitation, any addenda thereto, the subsequent agreement(s), and
any properly executed modifications shall constitute the resultant contract.
8. Required Documentation – Award of this Solicitation may be predicated on
compliance with and submittal of all required documents as stipulated in the
Solicitation.
9. Request for Additional Information – The City on behalf of the Trust reserves the
right to request and evaluate additional information from Proposers after the
submission deadline as the City deems necessary.

F. Proposal Security
A cashier’s or certified check, payable to the City of Miami, or proof a specified amount has
been placed into a restricted escrow account for the benefit of the City is required from all
proposers, to the extent required under “Special Conditions” or “Technical Specifications”
(“Proposal Security”). This Proposal Security guarantees that a Proposer will accept the order
or agreement if it is awarded to said Proposer. Proposer shall forfeit the Proposal Security to
the City should City award contract/agreement to Proposer and Proposer fails to accept the
award. The City reserves the right to reject any and all surety tendered to the City. Proposal
Securities are returned to unsuccessful Proposers upon demand within fifteen (15) days after
the award and Successful Proposer’s acceptance of award. If ninety (90) days have passed after
the date of the formal Solicitation closing date, and no contract has been awarded, all Proposal
Securities will be returned upon demand.

Failure to execute an agreement and/or file an acceptable Performance Bond, when required,
as may be provided herein, shall be just cause for the annulment of the award and the forfeiture
of the Proposal Security to the City, which forfeiture shall be considered, not as a penalty, but
in mitigation of damages sustained. The amount of the Proposal Security shall be a liquidated
sum, which shall be due in full in the event of default. Award may then be made to the next
lowest responsive, responsible Proposer whose Proposal is most advantageous to the City, or
all responses may be rejected.

G. Responsive/Responsible Proposers

In this Section, the term “City” refers to the City and any instrumentality of, or entity
related to the City, including but not limited to the Trust, Southeast Overtown/Park West
Community Redevelopment Agency (CRA), OMNI CRA Liberty City Community

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Revitalization Trust, Virginia Key Beach Park Trust, Downtown Development
Authority.

Subject to City of Miami Code Sections 18-95 and 18-107, the City shall have reasonable
discretion to deem any Proposal non-responsive and/or Proposer non-responsible (with due
consideration of all relevant extenuating circumstances, including, without limitation, the
Proposer’s culpability, overall record of performance, etc.) based on whether the Proposer or
any of its members has any actual or constructive knowledge that Proposer or any of its
members: i) are in arrears to the City for any debt or obligation; ii) have any uncured defaults
or have failed to perform under the terms of any agreement or contract with the City or other
government entity within the past ten (10) years; iii) are in default under any agreement or
contract with the City or other government agency or entity on the date and time the proposal
is due; iv) have caused fines, penalties, fees or similar impositions to be levied against the City
or any other governmental entity or agency; v) have any past, present or on-going litigation or
adversarial administrative proceedings with the City or other government agency or entity; vi)
have filed and not prevailed in frivolous lawsuits, as that term is defined by Section 57.105 of
the Florida Statutes as determined by a final order of the court; vii) have past, present, or
pending involuntary: bankruptcies, liquidations, assignments for the benefit of creditors,
receiverships, dissolutions, actions involving fraudulent transfers, foreclosures, or similar
actions within the past seven (7) years on projects or businesses they have owned, operated, or
controlled a majority interest (i.e., ownership of ten percent (10%) or more of the entity stock
or shares); viii) have been found liable by any legal or administrative entity via any proceedings
for environmental damage, contamination or any other environmental liability; ix) have failed
to disclose involvement as a party, third party, or intervenor in any legal or administrative
proceedings concerning environmental damage, contamination or any other environmental
liabilities, whether found liable or otherwise; x) have been debarred by any public agency or
been placed in the convicted vendors list pursuant to Florida Statute Section 287.133 or a
similar law, rule, or regulation; xi) have failed to disclose any of the above; or xii) are otherwise
determined to be non-responsible as defined by the City of Miami Procurement Ordinance,
including, without limitation, Sections 18-73 and 18-95 of the City Code, and by the laws of
the State of Florida.

Similarly, any Proposer, or its principal(s) that is determined by a court, hearing officer, or
other regulatory agency of competent jurisdiction (and all due process of law has been
exhausted) to be liable for causing damage (by their own actions) to the City, its agencies or
instrumentalities, directly or indirectly, shall be immediately responsible for payment of the
judgment or fines. If the Proposer or its principal does not pay the judgment or fines, within
thirty (30) days after the date of the City’s written notice (which shall not be effective until
after due process of law has been exhausted), either during the solicitation process or anytime
during the term of any agreement awarded pursuant to this Solicitation, the City shall have
discretion to immediately disqualify the Proposer and terminate any agreement entered into
pursuant to this RFP, with no other cure rights. In such event, the City shall immediately own
any improvements built on the Property, with no responsibility, financial or otherwise, to the
Proposer.

H. Bid Protest
All bid protests shall be processed in accordance with the procedures contained in Section 18-
104 of the City Code. All of the requirements and procedures specified in Section 18-104 shall
be mandatory in order to properly file and proceed with a bid protest. Section 18-104, as the
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same may be amended, shall be deemed as incorporated by reference herein as if set forth in
full.

I. Laws and Regulations

The Successful Proposer shall comply with all applicable laws, codes, rules, permits,
approvals, and regulations applicable to enter into the agreement specified in this Solicitation.
The Successful Proposer shall comply with all applicable federal, state and local laws that may
affect the execution of the agreement.

J. Licenses, Permits, and Fees

The Successful Proposer(s) shall hold all licenses and/or certifications, obtain and pay for all
permits and/or inspections, and comply with all laws, ordinances, regulations and building
code requirements applicable to the agreement required herein. Damages, penalties, and/or
fines imposed on the City/Trust or Successful Proposer for failure to obtain and maintain
required licenses, certifications, permits and/or inspections shall be borne by said Successful
Proposer.

K. Responsible Wages; Living Wage

The Successful Proposer(s) shall comply with Section 18-120 of the City Code, titled
Responsible Wage Construction Contracts, to the extent applicable to any development on
City-owned property. Enforcement of this ordinance may require the Successful Proposer to
furnish the City with a monitoring fee and may require the submission of a percentage of the
construction cost into an escrow account. Additionally, the Successful Proposer(s) shall
comply with Section 18-556, et. seq. of the City Code, titled Living Wages, to the extent
applicable.

L. Local Workforce Participation

The Successful Proposer shall include a minimum of forty percent (40%) local workforce from
Miami-Dade County, of which twenty-five percent (25%) must be City residents, for the
construction of the Project. In the event that the Successful Proposer cannot meet the required
twenty-five percent (25%) of workforce from City residents, the Successful Proposer shall
document and demonstrate to the City that they have utilized their best efforts to achieve this
goal. Upon receipt of such documentation, the City may direct the Successful Proposer to
achieve the portion of the percentage not met, through Miami-Dade County residents. The
Successful Proposer shall have a third party independently verify and certify compliance with
these requirements on a monthly basis. Said third party shall be unaffiliated with the Successful
Proposer and shall be properly licensed under the provisions of Florida Statute Chapter 454,
471, 473, or 481. The person performing the verification shall have a minimum of two (2)
years of prior professional experience in contract compliance, auditing, personnel
administration, or field experience in payroll enforcement or investigative environment. The
cost of this verification/certification shall be included in the related contract costs. Failure to
comply with this requirement shall result in a penalty in an amount to be determined by the
City and incorporated into the Lease.

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M. Assignment
Unless otherwise specified in this Solicitation, the Successful Proposer shall not assign,
transfer, pledge, convey, hypothecate, or otherwise dispose of their Proposal, including any
rights, title or interest therein, or its power to execute a contract with the Trust thereby, to any
person, company or corporation without the prior written consent of the City Commission,
which may be conditioned, withheld, or refused.

N. Indemnification
Successful Proposer shall jointly and severally indemnify, hold/save harmless and defend at
its own costs and expense the City, the Bayfront Park Management Trust, a limited agency and
instrumentality of the City, their officials, officers, agents, directors, and employees ("the
Indemnitees"), from liabilities, damages, losses, fees, and costs, including, but not limited to
reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional
wrongful misconduct of Successful Proposer and persons employed , retained, supervised,
engaged, or utilized by Successful Proposer in the performance of this Lease and will
indemnify, hold harmless and defend the City, the Bayfront Park Management Trust, jointly
and severally, their officials, officers, agents, directors and employees against, any civil
actions, in law or in equity statutory , regulatory, administrative, environmental or similar
claims, actions, proceedings and injuries and damages arising or resulting from the permitted
work, required governmental approvals or permits, compliance with all applicable laws, codes,
rules and regulations,. the goods and services provided, the products sold, consumed, or used,
all uses, undertakings, activities, programs, events, improvements, facilities, maintenance,
construction, arising or accruing by virtue of the award of the RFP and/or the Lease, even if it
is alleged that the City, its officials and/or employees were negligent.

These indemnifications shall survive the term of the Lease between the City and the Successful
Proposer. In the event that any action or proceeding is brought against City by reason of any
such claim or demand, Successful Proposer shall, upon written notice from City, resist and
defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The
Successful Proposer expressly understands and agrees that any insurance protection required
by this Lease or otherwise provided by Successful Proposer shall in no way limit the
responsibility to indemnify, keep and save harmless and defend the City, the Bayfront Park
Management Trust, jointly and severally, or their respective officers, employees, agents and
instrumentalities as herein provided.

This Indemnification requires the Successful Proposer to indemnify, hold harmless /save
harmless and defend the Indemnities against all Liabilities to the extent arising out of, resulting
from, or in connection with (i) the activities and actions permitted by the Lease , the use of the
Premises (a/k/the Property) and/or performance of any renovations/ improvements to the
Premises (including, but not limited to, the granting of this Lease), (ii) the performance or non-
performance of this Lease, whether it 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 the
Indemnitees, or any of them (except for the intentional, criminal or wrongful acts, or gross
negligence or willful misconduct committed by such Indemnitees), or (iii) the failure of
Successful Proposer to comply with any of the provisions contained herein, or to conform to
statutes, ordinances, or other rules, conditions of approval, permits or regulations or
requirements of any governmental authority, local, federal or state, in connection with the
performance of this Lease, including, without limitation all actions and omissions by the
Successful Proposer taken as a result of or in connection with this Lease. This Indemnification
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shall cover liabilities in tort, liabilities in contract, liabilities alleging statutory or regulatory
violations including, but not limited to claims resulting from noise, light, nuisance, traffic,
and/or liabilities derived from any other actions or omissions alleged to impact the quiet
enjoyment of residents, tenants, or commercial entities in the surrounding neighborhoods, or
otherwise who reside within Five (5) miles of the Property. Successful Proposer expressly
agrees that this indemnification shall include all employees/personnel of the City, on and off-
duty police officers, fire, and other emergency/medical service employees/personnel rendering
services or support in connection with the Event. In addition, Successful Proposer expressly
agrees to indemnify, covenant not to sue, and hold harmless the Indemnitees, or any of them,
from and against all Liabilities which may be asserted by an employee or former employee of
Successful Proposer, or any of its contractors, subcontractors, agents, representatives,
concessionaires, vendors, invitees, guests, or consultants as provided above, for which
Successful Proposer’s liability to such employee or former employee would otherwise be
limited to payments under State Workers’ Compensation or similar laws. This Indemnification
provision shall survive the expiration, termination, or cancellation of this Lease and shall
continue in effect until the expiration of the corresponding statute of limitations or the tolling
thereof. The word Liabilities used in this Section includes claims and actions relative to the
Liabilities. Granting of this Lease is freely acknowledged by the Successful Proposer as good
and sufficient independent consideration for this Indemnification. To the extent that Successful
Proposer undertakes any indemnification obligations under this Section, and notwithstanding
any provision herein to the contrary, Successful Proposer shall have its choice of counsel for a
defense, subject to the reasonable approval of the City Attorney.

The indemnification provided above shall obligate Successful Proposer to defend at its own
expense to and through administrative, regulatory, civil., appellate, supplemental or
bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims
of liability and all suits and actions of every name and description which may be brought
against City whether performed by Successful Proposer, or persons employed or utilized by
Successful Proposer.

This indemnity hold harmless and duty to defend will survive the cancellation or expiration of
the Lease. This indemnity will be interpreted under the laws of the State of Florida, including
without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla.
Statues, as amended from time to time, and as may be applicable to certified, professional
architects, engineers and licensed construction contractors.

Successful Proposer shall require all Sub-Contractor/Sub-Consultant agreements to include a

provision that they will indemnify the City and the Trust.

The Successful Proposer agrees and recognizes that the City or Trust shall not be held liable
or responsible for any claim which may result from any actions or omissions of the Successful
Proposer in which the City participated either through review or concurrence of the Successful
Proposer's actions. In reviewing, approving or rejecting any submissions by the Successful
Proposer or other acts of the Successful Proposer, the City in no way assumes or shares any
responsibility or liability of the Successful Proposer or Sub-Contractor, under this Lease.

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O. Insurance Requirements
Prior to execution of the Lease agreement by the City, the Successful Proposer shall furnish to
the Cty Certificates(s) of Insurance that indicate that insurance coverage has been obtained
which meets the requirements as set forth by the City. The title and/or number of this
Solicitation number must appear on each certificate. All policies and/or certificate(s) of
insurance are subject to the review and approval by the City’s Department of Risk Management
prior to approval. The certificate(s) of insurance shall substantially comply with the insurance
requirements listed in Appendix 8. Certificates will indicate that no modification, lapse, or
change in insurance shall be made without thirty (30) days written notice to the Certificate
Holder. If insurance certificates are scheduled to expire during the contractual period, the
Successful Proposer shall be responsible for submitting new or renewed insurance certificate(s)
to the City at a minimum of ten (10) calendar days in advance of such expiration. The City of
Miami Director of the Department of Risk Management shall have the right to amend or solicit
additional insurance requirements as needed in connection with the construction or
management phases of the Project.

P. Auditor General
The City reserves the right to require the Successful Proposer(s) to submit to an audit by the
Auditor General or other auditor of the City’s choosing at the Proposer’s expense. The
Proposer shall provide access to all of its records, including access to its designated bank
account(s) for this project, which relate directly or indirectly to the subject agreement at its
place of business during regular business hours. The Proposer shall retain all records pertaining
to the agreement and upon request make them available to the City for three (3) years following
expiration of the agreement. Alternatively, the Successful Proposer may transfer the records to
the City throughout the term of the agreement, subject to the Successful Proposer’s
maintenance of these records for at least three (3) years after creation of such records. The
Proposer agrees to provide such assistance as may be necessary to facilitate the review or audit
by the City to ensure compliance with applicable accounting and financial standards.

Q. Collusion
Any Proposers interested in bidding or submitting a Proposal on a competitive solicitation for
any Procurement project including, but not limited to, a purchase, lease, permit, concession or
management agreement, shall submit the Non-Collusion Affidavit included herein as
Appendix 10 under penalty of perjury. The Non-Collusion Affidavit provides either that the
Proposer is not related to or affiliated with any of the other parties submitting a Proposal in
this Solicitation or identifies all affiliated or related parties that submitted a Proposal in the
Solicitation. The Non-Collusion Affidavit further attests that the Proposer’s proposal is
genuine and not sham or collusive or made in the interest or on behalf of any person not therein
named, and that the Proposer has not, directly or indirectly, induced or solicited any other
Proposer to put in a sham proposal, or any other person, firm, or corporation to refrain from
proposing, and that the proposer has not, in any manner, sought by collusion to secure to the
proposer an advantage over any other Proposer. In the event a recommended Proposer
identifies related parties in the competitive Solicitation its Proposal shall be presumed to be
collusive and the recommended Proposer shall be ineligible for award unless that presumption
is rebutted. Any person or entity that fails to submit the required affidavit shall be ineligible
for contract award. Failure to provide the Non-Collusion Affidavit with the Proposal or within
five (5) days’ request by the City, shall be cause for the contractor to forfeit their Proposal
Security, if applicable.

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R. Proprietary/Confidential Information
Proposers are hereby notified that all information submitted as part of, or in support of
Proposals, will be available for public inspection after opening of Proposals, in compliance
with Chapter 119 of the Florida Statutes, as amended. Proposer(s) shall not submit any
information in response to this Solicitation which the Proposer considers to be a trade secret,
proprietary or confidential. The submission of any information to the City in connection with
this Solicitation shall be deemed conclusively to be an affirmative and absolute waiver of any
trade secret or other protection, which would otherwise be available to Proposer (except for
those social security numbers and similar private personal information provided in the Consent
Forms included as Appendix 9).

S. Governing Law
This Solicitation and subsequently executed Lease agreement, including appendices, and all
matters relating to the agreement (whether in contract, statute, tort, regulatory, administrative,
or otherwise) shall be governed by, and construed in accordance with, the laws of the State of
Florida regardless of the domicile of any Proposers. Exclusive venue shall be Miami-Dade
County. By submitting a proposal response, the Proposer knowingly and voluntarily agrees to
this choice of applicable law and venue and to all other requirements of the Proposer in the
RFP.

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III. SPECIAL CONDITIONS

A. PROPOSED PROJECT

The information contained in this RFP is published solely for the purpose of inviting
Proposers to consider the Project described herein. Prospective Proposers should
perform their own due diligence investigations, projections and render their own
conclusions without reliance upon the Pre-Proposal Submission Conference or the
material contained herein.

1. Project Goals
The Trust seeks to -develop the FEC Slip into a mixed-use waterfront facility
providing first-class services to tourists and residents alike. The purpose of this RFP
is to identify the proposal that is deemed most advantageous to the Trust. This RFP
seeks to identify the proposal deemed most advantageous to the City, taking into
consideration the evaluation criteria listed in Section III.C.2. below as well as the
following objectives and guidelines:

a. Economic Objectives
▪ Increase financial return to the City;
▪ Improve revenue-producing capacity of facilities;
▪ Ensure that any proposed ancillary or complementary uses further enhance
the destination market appeal;
▪ Utilize the available Property to maximize its economic potential subject to
the restrictions set forth in this RFP.

b. Planning & Land Use Objectives

▪ Attract residents and visitors to the public waterfront so that they may enjoy
Biscayne Bay;
▪ Develop the Property into a world-class facility, using state-of-the art
technology. Include ancillary uses that complement the Property’s setting
and geographical location, aimed to stimulate public use of, and widespread
interest in, the Property;
▪ Provide for the development of a mixed-use marina and waterfront
destination, portraying a unified and integrated marina that seamlessly
interacts with the surrounding area;
▪ Allow for easy access to and throughout the Property, including the
development and/or maintenance of the existing Baywalk. Any new
development of the Baywalk must meet the current design, and provide
seamless connectivity to and from the Property (consistent with Miami 21);
▪ Promote various active public uses of the site that will enhance the overall
public benefit derived from the Property in terms of use, visibility,
environmental protection, and financial return;
▪ Preserve critical and sensitive wildlife areas;
▪ Provide facilities that represent flexible designs and iconic attention-
grabbing buildings that function year-round for daily and nightly activities;
▪ Maintain harmony between the design and architecture of the new structures
and the surrounding neighborhood;

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 ▪ Develop an array of recreational waterfront uses operated by management
experienced in waterfront programming in order to attract increasing and
varied segments of the local, regional and visitor population;
▪ Develop the Project with considerations made for anticipated sea level rise
using the USACE High or NOAA High curve calculator for sea level rise
projections.

c. Urban Design Principles & Guidelines

i. Use Miami 21 as a guideline for proposed improvements and the Project’s
architectural/landscape features;
ii. Place Emphasis upon public access throughout the Property, with safe
pedestrian connections and ease of access between the facilities and
the surrounding areas;
iii. Improve Marina access points with aesthetically attractive buffering
features through hardscape or soft cape elements;
▪ Place utility infrastructures underground or within chases below grade,
where feasible;
▪ Place creative use of lighting and distinctive exterior lighting is
encouraged;
▪ Provide decorative lighting that has minimal or no impact on the FEC Slip
and environment;
▪ Incorporate pedestrian-scale decorative lighting, as well as low-level path
and landscape accent lighting;
▪ Ensure that the architecture and landscape acknowledge the tropical
climate of the region and contribute to the pedestrian and civic life of
the Project;
▪ Provide optimum views of the bay from the facilities;
▪ Provide continuous public open spaces that acknowledge the tropical
climate of the region by providing significant landscape design,
shade and coverage through the use of substantial shade trees;
▪ Provide adaptability to increased flooding risks due to sea level rise;
▪ Provide for the building facades to be varied and articulated to invoke
visual interest;
▪ Ensure that there are secondary entries from interior walkways.

2. Development of Property
The Successful Proposer shall be expected to redevelop the property substantially in
the manner specified below, but the Trust will entertain alternative development
Proposals that comply with all local, state and federal laws.

Additionally, the Successful Proposer shall maintain the Property in First-Class

operating condition. For the purposes of this RFP, “First Class” shall refer to the use
of state-of-the-art or high-grade technology, materials, and services according to
acceptable industry standards and applicable laws. The Successful Proposer shall be
expected, prior to final approval of the Project plan, and subject to applicable laws
(including permitting requirements and other regulations), to substantially comply
with and provide for the following, or other proposed elements, into the final design:
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a. Marina
i. Maximize boating access and transient dockage participation, in
compliance with applicable laws and regulations;
ii. Construct the marina and provide for best utilization of available space
for wet slips and/or other uses;
iii. Provide for construction documents to be subject to “peer review” of
electrical and structural design;
iv. Provide for interior and perimeter walkways to be a minimum of fourteen
(14) ft. width where there are sufficient uplands to accommodate the 14’
width and shall be the widest reasonably possible where there are
insufficient uplands;
v. Provide for signage to be designed to meet compatibility, uniformity and
size standards that do not compete with the architecture of the
development, and that comply with applicable Miami 21 zoning
regulations;
vi. Provide for Marina to be required to achieve and maintain designation as
a "clean and resilient marina" as administered by FDEP, to the extent
applicable;
vii. Include design that shall also take into account the protected natural
habitats in the area, if applicable;
viii. Provide critical wildlife markers, where applicable;

b. Wet Slips
i. Maximize the number of wet slips on site considering market demand,
RFP requirements, and revenue generation;
ii. Provide for dock construction to be concrete docks or aluminum floating
docks. However, one hundred percent (100%) fixed concrete docks are
preferred. No wooden docks shall be permitted;
iii. Design docks to sustain category two (2) or three (3) hurricane with boats
in the wet slips;
iv. Have new docks include modern dock design, with sufficient voltage,
metered water, and other utility requirements to provide for the proper
operation of most modern boats commensurate with the slip size;
v. Provide for docks to be separately metered;
vi. Provide adequate amount of transient dockage;
vii. Provide for a public water taxi stop with no restrictions on timing or use;

c. Restaurant & Bar

Each Proposer may propose to have one or more restaurants on the site.
However, the Successful Proposer must ensure that all restaurant facilities are
in full compliance with all current and applicable local, state and federal legal,
code, regulatory, health, life/safety, licensing requirements including without
limitation, all applicable Americans with Disabilities Act (“ADA”)
requirements. Please note that the number of restaurants provided in the
Proposal shall not be considered during evaluation. However, configuration and
use of the site, including placement of restaurants, may be considered in the
overall aesthetics and functionality of the design proposed. The Successful

19
 Proposer shall maintain all restaurants in good condition and repair throughout
the term of the Agreement.

Additionally, all restaurants shall comply with applicable statutes concerning

retention of tips or payment under Section 207(i) of the Fair Labor Standards
Act.

d. Dock Master’s Office

Construct a new dock master’s office. The dock master’s office may occupy
one or more floors, and/or may be consolidated with ancillary facilities within
the same structure.

e. Ship’s Store
The Successful Proposer shall incorporate a Ship’s Store providing for sale any
necessary inventory or supplies to meet marine vessels’ daily requirements such
as food, water, cleaning supplies, medical supplies, safety supplies, spare parts,
or any other customary equipment or supplies needed for the navigation, marine
recreation, maintenance, and operation of a ship.

f. Fuel Station
i. Construct a new fuel station to be located at the Property;
ii. Ensure that all fuel stations on site comply with Spill Prevention, Control,
and Countermeasure (SPCC) regulations, to the extent applicable.

g. Baywalk
Successful Proposer shall provide a continuous Baywalk within the Property
boundaries to serve as a waterfront promenade. This Baywalk must conform
with applicable regulatory restrictions and guidelines, including, but not limited
to, the Miami 21 Zoning Code.

All improvements must be constructed at the Successful Proposer’s sole cost and
expense. All improvements are to be applied for, permitted, or otherwise approved as
required by applicable laws, codes and regulations by the Successful Proposer or the
Successful Proposer’s authorized agents if applicable. However, the City may assist
the Successful Proposer by providing City documentation that may be required for
zoning changes, Planning, Zoning and Appeals Board (“PZAB") hearings, and grant
or financing applications, at the City’s sole discretion, pursuant to availability and at
no cost to the City.

In the event the Successful Proposer is unable to develop any portion of the property
in the manner required by this RFP, for reasons outside of their control (such as
permit denials, regulatory denials, City Commission denials, etc.) they shall be
allowed to construct the remaining portions of the Project at the City’s sole discretion.
In such case the City may renegotiate a lower minimum annual rent. However, in no
event will the City accept a rent lower than fair market value, as determined by two
State-certified appraisers selected by the City. Additionally, the Successful Proposer
shall publish in a public space a marina waiting list weekly, indicating use of the

20
 marina is open to the public, subject to applicable fees and other reasonable non-
discriminatory criteria, on a first-come first-served basis.

3. Lease
In order to be considered for the award of this RFP, the Successful Proposer must
enter into a lease and development agreement with the City in substantially the form
as the Lease included herein as Exhibit “C”. Additional information concerning the
Lease can be found in Section III.D. below.

4. Term
The Lease consists of a fifty (50) year initial term, with two (2) fifteen (15) year
renewal terms. The cumulative term, inclusive of both renewals, may not exceed
eighty (80) years (“Lease Term”). The Project shall be planned and designated in a
contiguous manner, although there may be a phased construction schedule, and
therefore a corresponding phased delivery of possession. The Lease Term shall
commence upon execution of the Lease. Subsequent phases of the lease shall be
coterminous, i.e., run concurrently, with the initial phase. Please note, however, that
rent may be deferred during construction or other negotiated arrangement subject to
the below Section 9, concerning rent.

5. Rent
Per City of Miami Charter Section 3(f)(iii)(B), the City of Miami may only lease
waterfront property on the condition that “the terms of the contract result in a fair
return to the City based on two independent appraisals.” Under no circumstance may
the City accept a proposal falling below the fair market value determined by the two
appraisals conducted by independent state-certified appraisers. Nor shall the City
accept a proposal falling below the minimum base rent established herein. The
Successful Proposer’s project shall be subject to a second fair market appraisal by
two independent appraisers to ensure that the return to the City is equal to or greater
than fair market value as required by the City Charter and Code. See also the City
Charter Section 29-B for related requirements.

The rent shall be inclusive of Base Rent as well as Percentage Rent. Proposals shall
include a stated commitment of annual lease payments to the City in the form of a
guaranteed base rent (“Base Rent”) greater than or equal to Three Million Dollars
($3,000,000) annually PLUS a percentage(s) of gross revenues, which shall neither
be adjusted nor otherwise interpreted to mean net of expenses (“Percentage Rent”).
The Percentage Rent must be equal to or greater than six percent (6%) of monthly
gross receipts generated at the FEC Slip and received by Successful Proposer from
the use of the Property, and any other proposed lease payments, as well as a stated
commitment to adhere to the City Charter requirement for compensation equal to fair
market value.

In order to ensure accurate records of revenues are maintained, the Lease shall
provide that the City shall have continuous electronic access to all banking and credit
card deposit information and have the right to audit occupancy monthly.

Base Rent shall be increased every five (5) years by the greater of: three percent
(3%) of the previous year’s Base Rent, or an increase based on the amount indicated
21
 by the Consumer Price Index as of three (3) months prior to the beginning of the
applicable adjustment date. In no event shall any such annual adjustment to the Base
Rent result in an increase which is less than three percent (3%), or more than five
percent (5%), of the Base Rent amount immediately prior to the effective date of such
adjustment. Base rent shall be paid monthly in advance commencing with the Lease
Date. Base rent shall be adjusted annually according to the formula outlined above.

Additional rent may be applicable, as negotiated and specified in the Lease. For
instance, the Successful Proposer may also be required to provide the City with the
following rents, based on the contents of the submitted proposal and subsequent
negotiations: (1) rent paid during construction (“Construction Rent”), which shall be
paid for the appropriate period prior to Project completion; and/or (2) rent paid to
maintain lease and development rights to any parcels to be developed following the
initial phase of development, if phased development is proposed (“Placeholder
Rent”).

6. Referendum Requirement
Per Section 3(f)(iii) of the City Charter, the Lease will not be valid until it has been
presented and approved by public referendum. Lease negotiations must be
substantially concluded in time to be considered by the City Commission for
placement on the selected election ballot. The City together with the Successful
Proposer may choose to present the Project by referendum during a scheduled
election as a “piggy-back” item (estimated cost of $125,000 ), or may choose to
schedule a special election (estimated cost of $1,500,000), either of which shall be at
the sole cost and expense of the Successful Proposer.

The Successful Proposer shall be required to submit a One Hundred and Twenty-Five
Thousand-dollar ($125,000.00) deposit for the costs of including the Project as an
item on the ballot (“Referendum Deposit”). The Referendum Deposit shall be paid
by the Successful Proposer upon approval by the City Commission within ten (10)
days’ notice by the City. Any portion of the Referendum Deposit that is not used shall
be returned to the Successful Proposer. In the event additional funds are required to
place the question on the ballot, the Successful Proposer shall be required to provide
the same to the City within ten (10) days’ notice by the City.

If the voters reject the proposed transaction, the City may, in its sole discretion, elect
to work with the Successful Proposer on a new referendum including negotiating
changes to the Lease and development plan (which are beneficial to the City/Trust
and which do not reduce the proposed benefits to the City/Trust as stated in the
Proposal) or shall have the right to terminate the Project. In the event of such a
termination, the Successful Proposer has no vested rights, commercial, contractual,
or property rights, title or interest in the Property or to the Project, or any claim upon
the City for any expenses incurred in the proposal process, and shall have no recourse
against the City, its agencies, instrumentalities, officials, or employees because of the
rejection by the voters. Notwithstanding the above, the City shall not be precluded
from issuing a new RFP in the event the voters reject the subject Project, or if the
Project is otherwise cancelled.

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7. Parking
The Successful Proposer shall provide/furnish parking as required by the Miami 21
Zoning Ordinance, City Code and other regulations as required by the development
of the Property.

8. Regulatory Process – Permitting & Licensing

The plans for this Project will require various permits, consents, and approvals, and
each Proposer to the RFP is responsible for determining which permits and approvals
will be required for the construction, operation and completion of the Project. The
Successful Proposer, at its sole cost and expense, shall be responsible for applying
for and acquiring all required permits, licenses, contests, waivers, and approvals from
all appropriate governmental agencies. Additionally, all improvements must comply
with applicable building, fire, planning and zoning (as may be amended), health, and
all other applicable local, state and federal requirements in place at the time of
application submittal. Securing all such approvals, consents, development permits,
and similar required permissions shall be the responsibility of the Successful
Proposer.

The City, pursuant to all necessary reviews and approvals of design concepts, will, if
necessary, provide owner sign-offs required for the Successful Proposer to obtain the
appropriate regulatory permits, consents, and approvals from local, state, and federal
agencies. Compliance with all legal and regulatory conditions will be strictly
required. Regulatory permits may be necessary from the following agencies,
including but not limited to: Miami-Dade County Department of Regulatory and
Economic Resources (RER); State of Florida Department of Environmental
Protection (DEP); U.S. Army Corps of Engineers (USACE); Miami-Dade County
Biscayne Bay Shoreline Development Review Committee; and the Federal Aviation
Administration (FAA). This information is intended to help Proposers determine the
applicable requirements and is not meant to be an exhaustive summary of all permits,
licenses, and approvals required.

9. Development Schedule
The City/Trust will require the proposed development/construction to have obtained
all required permits and commenced construction within twenty-four (24) months
from the Effective Date of the Lease. All physical improvements for all Project
components must be completed within sixty (60) months from execution of the Lease
by both parties, unless the Successful Proposer applies for and receives a waiver from
the City. The City, at its reasonable discretion, may grant a waiver extending the
abovementioned schedule if the Successful Proposer demonstrates that: (1) it has
actively and continuously pursued obtaining all required permits; and (2) the delay is
a result of force majeure or a result of delays outside of the Successful Proposer’s
control.

Notwithstanding the above, Proposals may put forward a phased development

schedule wherein each indicated area of development shall become effective in
phases. Phased development must be done in sixty (60) months with all building
permits for the last phase in place no later than forty-eight (48) months from the
Effective Date of the Lease. The City, at its discretion, may grant an extension for
building permits under the following circumstances: (a) if the Successful Proposer
23
 demonstrates that in good faith and acting with due diligence was unable to obtain
the required permits; (b) subject to force majeure; or as otherwise permitted by law.
All development will comply with the building permit provisions of Section 29-B of
the City Charter, as amended.

If modifications are proposed, the Successful Proposer shall submit a full set of plans
to apply for applicable building permits and any other applicable approvals within
one hundred eighty (180) calendar days of the Lease Effective Date, and construction
must be complete within one year of the permit approval date. The City will use its
best efforts to provide alternative locations which are reasonably contiguous for the
operation of the facility during renovation or redevelopment of other Project
components.

10. Insurance and Indemnification

Prior to execution of the Lease, the Successful Proposer shall be required to provide
certificates of insurance to the City providing insurance during construction,
maintenance, and management of the Project, as may be approved by the Director of
the City’s Risk Department, and as specified in the Lease. The City shall retain the
right to amend and add to the required policies and coverages to ensure adequate
coverage for the proposed Project and corresponding Lease, as required by the RFP
and/or the Lease and as otherwise determined in the sole discretion of the City. The
Successful Proposer shall also indemnify, save, hold harmless, and defend (at its own
cost and expenses) the City, its officials, officers, employees, agencies and
instrumentalities for all actions, claims, causes of action, liabilities, damages and
liabilities arising or accruing by virtue of the approval, leasehold, construction,
development, redevelopment, uses, activities, actions or omissions of the Proposer,
its agents, servants, representatives, consultants, and contractors relative to the
proposed Project and corresponding Lease, as determined by the City Manager, the
City Attorney, and the City’s Director of Risk Department to the extent required to
realize this requirement. The Indemnity/Hold Harmless/Duty to Defend contained in
the Lease furnished by the City will not be a negotiable item and shall survive the
cancellation or expiration of the Lease, as applicable.

11. Payment and Performance Bond

Prior to the commencement of any construction on the Property, the Successful
Proposer shall be required to provide a Payment and Performance Bond satisfying
the requirements set forth by the City as well as those set forth by Section 255.05 of
the Florida Statutes. The Payment and Performance Bond will be posted in an
amount representing at least one hundred ten (110%) percent of the sum of the
construction cost of the improvements. Construction costs for purposes of this
Section shall mean the total cost of the Project to the Proposer as designed or specified
by the architect or design/build firm including at current market rates a reasonably
customary allowance for overhead and profit, the cost of labor and material, and any
equipment designed, specified, selected or specially provided for by the
architect/engineer or design/build firm, but not compensation to the
architect/engineer or design consultants, or the costs of acquiring rights-of-way or
easements or the like.

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 12. Proposal Security
Proposers shall be required to submit with their proposals a Proposal Security equal
to One Hundred Fifty Thousand Dollars ($150,000) by check, or otherwise provide
proof the same has been submitted into an escrow account. The Proposal Security
shall be subject to the terms specified in Section II.F.

13. Taxes
The Successful Proposer will not be responsible for any ad-valorem taxes, sales and
use taxes, or any other levies, governmental impositions, surcharges, fees or other
taxes or assessments associated with the Property that are due or may be owed prior
to the Lease Effective Date. The Successful Proposer will, however, be responsible
for all ad-valorem taxes, sales and use taxes, or any other levies, governmental
impositions, surcharges, fees or other taxes or assessments that are incurred
commencing on and after the Lease Effective Date.

14. Impact Fees

The Successful Proposer must pay for all impact fees related to all improvements to
the Property. Impact fees by Code requirement must be paid prior to issuance of a
building permit. For more information, see Chapter 13 of the City Code.

15. Pre-Proposal Submission Conference & Site Visit

The City will conduct a Pre-Proposal Submission Conference and site visit on
Wednesday, February 20, 2019 at 11:00 AM at the Trust’s Offices located at 301 N.
Biscayne Blvd., Miami, FL 33132. Attendance at the Pre-Proposal Submission
Conference and Site Visit shall be optional; however, prospective Proposers are
strongly advised to attend.

B. THE PROPERTY

The information in this RFP is believed to be correct, but is not warranted in any manner.
Proposers should independently verify factual items they deem relevant prior to response
submittal.

1. Parcel Size and Components

The Property is located on Biscayne Boulevard and includes approximately 9.91
acres of land, including approximately 7.75 acres of which are submerged lands.
Visible landmarks include, to the north, Maurice A. Ferré Park and to the south,
American Airlines Arena. Additionally, the site offers views of the City of Miami
skyline.

The following address and folio number pertains to the Property:

801 Biscayne Boulevard Folio 01-0100-000-120;

2. Existing Conditions
All operations of the Project shall also conform to existing environmental regulations
and permitting requirements, including but not limited to those stipulated by/related
to Miami-Dade County, the United State Army Corps of Engineers, the Biscayne Bay
Aquifer and/or any other applicable regulations/requirement.
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 The Property, and its improvements, if applicable, are offered “AS IS, WHERE IS.”
NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ARE MADE
AS TO ITS CONDITION, STATE OR CHARACTERISTICS BY THE CITY,
INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL
CONDITIONS. EXPRESS WARRANTIES, IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE OR USE AND HABITABILITY
ARE HEREBY DISCLAIMED. Testing, audits, appraisals, inspections, etc.,
desired or necessary to prepare an RFP response shall be at the sole cost and expense
of the Proposers.

3. Environmental
Proposers must perform their own “due diligence” inspections, including
environmental site assessments, sampling and testing of the soils, sediments and
groundwater, subject to such conditions and limitations as the City Manager may
impose, including without limitation, requirements for supervision by the City,
indemnification of the City, disposition of reports and execution of any legal
documents, as the City Attorney may require.

Testing, audits, appraisals, inspections, or other non-invasive studies that are

necessary or desired to submit a proposal, shall be conducted at the sole expense of
the Proposer, and only with prior written approval by the City. The Successful
Proposer shall remove or remediate any hazardous materials that are required by law
to be removed or remediated for the Project. Additionally, all marine mitigation, or
other mitigation efforts required by the applicable agencies, shall be at the sole cost
and expense of the Successful Proposer.

Additionally, the Successful Proposers shall consider the potential impact of sea level
rise while preparing development plans in order to ensure increased resilience to the
rising sea levels and proper maintenance of the Property and Project.

4. Utilities
Water, sanitary sewer, electric and telephone utilities are currently unavailable on the
Property. Proposers may obtain detailed plans showing underground utility
installations from the City’s Public Works Department, 444 SW 2nd Avenue, 8th
Floor, Miami, Florida 33130. For additional information, please contact the
respective utilities.

The Successful Proposer shall bear the sole financial responsibility for all connection
fees, design, construction, and installation costs and of any costs associated with
compliance with any County or City moratorium requirements that may be in force.
The City will assist in this process by providing the necessary utility and/or facility
easements as lawfully appropriate. In the event the Successful Proposer wishes to
relocate the existing utilities, it shall do so at its sole cost and expense.

26
 5. Zoning
The Property is master planned as Public Parks and Recreation in the 2020 Future
Land Use Map (“FLUM”) of the City of Miami Comprehensive Neighborhood Plan
(“MCNP”) originally adopted Ordinance 10544 on February 9, 1989 and as amended
from time to time.
The successful Proposer will be responsible, at its own cost and expense, to file,
submit, and diligently institute and maintain any Miami Comprehensive
Neighborhood Small-Scale Comprehensive Plan Amendments. FLUM Amendments
or other amendments; and also for any Miami 21 Code required re-zonings, land
development permits such as exceptions, warrants, etc. pursuant to applicable laws
and regulations.

The City in its governmental capacity makes no representations whatsoever that the
Property is legally entitled, grandfathered, approved, or vested for any Proposed
project and the Proposer is responsible for securing all required public agency/
governmental approvals, changes, permits and consents required or needed for the
Project.

The Proposer will be solely responsible for securing all required legislative changes,
land use approvals, zoning/ land development permits, building, zoning and planning
approvals at its sole cost and expense. No affirmation is made by the City is or
expressed or implied that any approvals shall be granted, permits issued, or
legislations passed.

6. Flood Zone
A preliminary review of the Property shows that the entire Property is classified as
falling within Coastal A Zone, under Flood Zone AE. All structures constructed at
the Property must conform to the appropriate Flood Zone requirements. Some
preliminary estimates of flood risk are included in the Coastal Risk Consulting 2016
King Tide Report included herein as Exhibit H. As previously noted, the information
in this RFP is not warranted in any manner and Proposers should independently verify
factual items they deem relevant prior to response submittal.

7. Public Finance Precedent

Successful Proposer must repay any outstanding Homeland Defense Bond Issue and Florida
Inland Navigation District (“FIND”) funds and grants, respectively, attributable to
improvements made within the Property and any other public grants covering the Property.

C. SELECTION PROCESS AND CONTRACT AWARD

1. Administrative Review
City staff will conduct an initial administrative and due diligence review of the
proposals received for completeness and compliance with all content requirements
set forth in the solicitation (“Administrative Review”). Administrative Review may
include a financial or technical analysis of the Proposals prepared or procured by the
City or its agents. During this Administrative Review, City staff may contact
Proposers to cure non-material, non-substantive defects in any Proposals or to clarify
unclear portions of the Proposal. If notified of deficiency or request for clarification,
the Proposer shall provide a written response, which must be received within five (5)
27
 business days of notification or such other time designated by the Contracting
Officer.

2. Evaluation Criteria
Proposers shall be evaluated based on the following criteria (“Evaluation Criteria”):
Overall Experience and Qualifications 30
Relevant business and Project team experience in similar projects 15
Operational history reflective of capacity to meet Project goals 10
Availability of financial/business references 5
Design & Operational Plan 25
Design and site utilization 15
Aesthetics & functionality of proposed improvements 5
Effective use of site during construction/redevelopment 5
Resiliency & Environmental Considerations 10
Long term resiliency of the Project 5
Commitment to protection of environmental assets and history of
5
environmental stewardship
Public Benefits 5
Benefits received by the Public 5
Financials and Proposed Revenues 30
Financial return to the City, including Base Rent and Percentage Rent 15
Financial capability 10
Reasonableness of Revenue Forecasts 5

Each proposal will be reviewed to determine if the proposal is responsive to the

submission requirements outlined herein. Proposals that deviate from the City’s
“Must”, “Shall” or “Mandatory” requirements may be found non-responsive without
further evaluation.

The Committee members shall be appointed by the Trust Executive Director

(“Executive Director”), who reserves the right to appoint voting members as well as
alternates. No less than five (5) and no more than seven (7) Committee members will
be appointed. The Committee will be comprised of appropriate City/Trust personnel
and members of the community, as deemed necessary, with the appropriate expertise
and/or knowledge

3. Negotiations
Negotiations will take into consideration terms most beneficial to the City/Trust
(from a monetary, technical, and managerial standpoint) until an agreement
acceptable to the City is agreed upon. The City/Trust reserves the right to request
from the Proposers: written clarifications; non-material revisions to proposals, if
deemed necessary by the City; and any supplemental information, such as additional
references, deemed necessary for proper evaluation of proposals.

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4. Oral Presentations
The Proposers shall be required to provide oral presentations. All Proposers will be
afforded the same time limits for presentations and responses to questions, so as not
to place one Proposer at an advantage over any other Proposer.

5. Selection Committee Recommendation

The Committee will make its final ranking and recommendation to the Executive
Director, based on: (1) the findings of the Administrative Review (including, as
applicable, any financial or technical analysis by the City or its agents); (2) the
evaluation criteria as defined in the RFP and appendices; and (3) applicable laws and
regulations. Such recommendation is subject to compliance with the applicable
provisions of the City Charter and Code.

6. Executive Director
If the Executive Director accepts the Committee’s recommendation, a final contract
will be negotiated and the final recommendation of award, approved by the Executive
Director, will be presented to the Trust’s Board of Directors for their review and
approval. The Executive Director or his/her designee reserves the right to (1) approve
the Committee’s recommendation, (2) reject the Committee’s recommendation, (3)
reject the Committee’s recommendation and instruct the Committee to re-evaluate
and make further recommendations, or (4) recommend to the City Commission that
they reject any and/or all proposals.

7. City Commission
If the Trust’s Board of Directors approves the award recommendation, the Project,
award and Lease must be approved by the City Commission. The City Commission
may (1) approve the Trust's award recommendation and negotiated contract; (2) reject
all proposals, and/or instruct the Trust to reissue a solicitation; (3) instruct the
Committee to re-evaluate and make further recommendations, in which case the
consideration of the recommendation will be referred back to the Committee for
further deliberations in accordance with any additional points or matters referenced
which are in accordance with the Solicitation Criteria; or (4) instruct the City
Manager to constitute a new Committee and make recommendations. All applicable
Charter and Code provisions will be followed. The final decision of the City
Commission shall be final action by the City.

8. Estimated Timetable
The timetable for the RFP selection process is summarized below. Note that these
are tentative dates and are subject to change at any time by the City.

Anticipated RFP Schedule Dates

Issuance of Solicitation January 18, 2019
Optional Pre-Proposal Submission Conference and Site February 20,
Visit 2019
Deadline for Questions March 11, 2019
Proposal Submission Deadline April 18, 2019

29
 Adoption of Legislation Authorizing and Directing the City
Manager to Execute a Lease subject to Referendum TBD
approval
Referendum TBD

D. LEASE

The City requires that a Lease agreement (“Lease”), in substantially the attached form as
in Exhibit “C” herewith, be executed upon approval of the Successful Proposer (or
“Lessee”) by the City Commission. The terms and conditions within the Lease will
capture the use of the Property according to the parameters of the proposal and this RFP.
Please note that the form lease included as Exhibit “C” is a draft that will be revised to
reflect all of the requirements specified in this RFP as finally negotiated between the
parties, subject to review and approval by the Office of the City Attorney. Where the
terms of the form Lease included as Exhibit “C” are in conflict with the terms contained
in this RFP, the terms of this RFP shall govern. The City will not consider a sale of any
part of the Property. The Successful Proposer shall have no vested rights, nor any title or
interest in the property or in the development proposed thereon until a Lease is fully
executed, and then only in the manner stipulated therein. The Lease shall not confer on,
or vest in, the Lessee any title, interest, or estate in the Property other than a leasehold
interest.

The Lease will be furnished by, and always under the possession, custody, and control
of the City; however, the actual terms of the Lease shall be negotiated between the
Successful Proposer and City staff, subject to final approval by the City Commission.
Once the parties agree to the terms of the Lease, the executed Lease shall comply with
this RFP. Certain clauses of the Lease shall be deemed nonnegotiable, including, but not
limited to, term, revocation, insurance, indemnification, taxes and impositions, public
records, compliance with RFP requirements, etc. Notwithstanding the above, Proposers
may request additional terms within the aforementioned nonnegotiable clauses so long
as they are consistent with the solicitation. Revisions to non-negotiable terms shall be
disregarded. The City may make additional changes to the Lease prior to execution to
ensure consistency with the terms of this RFP, subject to review and approval by the City
Attorney.

The Lease may be assigned or transferred to a third unrelated party during the lease term,
subject to and at the discretion of the City, which shall not be unreasonably withheld
conditioned or delayed. Such transfer or assignment may be subject to financial and
operational ability of the transferee, including that the proposed transferee shall not be
deemed non-responsible for the criteria specified above in Section II.G., shall comply
with the various requirements specified in this RFP, and at no time shall be allowed
without the consent of the City. Any such assignment or transfer prior to the fifth (5th)
anniversary of the Lease Effective Date, shall require a payment to the City equal to four
percent (4%) of gross proceeds from the transfer; at any time after the fifth (5th) year, a
five percent (5%) payment of the gross proceeds will be due to the City upon transfer
(“Transfer Fee”). The above-mentioned Transfer Fee will apply even if the transfer or
assignment is to a related, subsidiary, or affiliated entity, except for those transfers made
for estate or tax planning purposes or those transfers required by a lender, and for which

30
 no proceeds will be realized upon transfer, as evidenced by documents submitted to the
City. Note: All leasehold improvements shall become the sole property of the City upon
the expiration or earlier termination of the Lease.

Additionally, the Lease will provide a review period to confirm compliance with the RFP
and other Lease requirements, including the redevelopment schedule. Proposer’s failure
to achieve any of the development milestones is a Lease default, unless otherwise granted
a waiver by the City as specified in Section III.A.14. Such default entitles the City to
claim the Deposit and the Successful Proposer’s leasehold interest shall revert to the City,
at the City’s discretion. Further, the Lease shall provide that the City will be provided
with all correspondence and material associated with the permitting process on a regular
basis, including any studies and reports produced for the Project.

E. BACKGROUND CHECK/DISQUALIFICATION

The City will perform, or cause to be performed, a complete background check and
investigation (including obtaining credit reports) of the proposing entity and its
principals. Proposers shall be required to submit a non-refundable fee in the amount of
Five Thousand Dollars ($5,000.00) in the form of a cashier’s check or money order to
cover payment of a background check and credit reports along with their RFP proposal
submission (“Background Check Fee”). This shall be used to determine whether there is
any information that could deem the Proposer non-responsive or non-responsible per
Section II.G. In the event the cost of conducting the background and credit check exceeds
Five Thousand Dollars ($5,000.00), Proposers shall be required to compensate the City
for amounts paid within ten (10) days’ notice from the City.

Proposers must submit forms providing the City with Proposer’s consent to conduct
background screening on the Proposer and all Proposer’s principals using the form
provided in Appendix 9 along with their proposal submission. For the purposes of this
solicitation, a principal shall be defined as any person, individual or entity having any
ownership or major operational role in the Proposer’s Project. Proposers that include as
part of their team foreign nationals or foreign entities must fully comply with all of the
requirements of the Patriot Act. Those Proposers who do not comply may be disqualified
from further consideration in this RFP process.

Once the Proposer has submitted the Registration Form (Appendix 2), the Proposer may
provide the City with the background and credit check Consent Forms (Appendix 9)
together with the Background Check Fee prior to the proposal submission deadline in
order to obtain preliminary review of the proposing entity’s responsibility. Upon receipt
of the requested documents and fees, the City will review and provide its preliminary
determination within two (2) to three (3) weeks, subject to reasonable delays. Please note
that any responsibility determination provided to Proposers is preliminary based on the
information provided by Proposer, and may be changed in the event additional
information is revealed at a later date. The City reserves the right to deem a Proposer
non-responsible for any of the criteria specified in II.G.

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IV. TECHNICAL SPECIFICATIONS

A. MINIMUM PROPOSAL REQUIREMENTS & FORMAT

PLEASE NOTE: THE SUCCESSFUL PROPOSER SHALL DEVELOP THE PROJECT

PROPOSAL IN A MANNER THAT CONSIDERS AND COMPLIES WITH ALL OF
THE REQUIREMENTS SPECIFIED THROUGHOUT THIS RFP.

Proposers shall be required to submit a Proposal that includes all of the minimum proposal
requirements specified below at the date of Proposal submission. Proposals shall be
deemed responsive if they meet and provide the minimum proposal requirements below
(“Minimum Proposal Requirements). Additionally, the City may issue requests for
clarification or may request additional information from the Proposers.

Proposers shall submit responses in a bound format with tab dividers separating each
section. A minimum font size of 10 point, 1 inch margins, and single spacing shall be
utilized on all text documents submitted. There shall be submitted one (1) original, eighteen
(18) bound copies with tabs, one (1) unbound copy without tabs for possible duplicating
needs and one (1) electronic copy submitted on USB Drive.

All required drawings shall be submitted in the scale herein specified. The Proposer must
submit copies of all required drawings reduced proportionately to an 11” x 17” format. The
reduced drawings shall also be submitted electronically and may be used on the City’s
website to inform the community about the proposals. No boards shall be accepted as part
of the Proposal submission, but may be used at a later date for presentation purposes.
Proposers shall utilize the following outline to prepare their proposals, adding tabs and sub-
tabs as needed.

1. COVER PAGE
The cover page shall include the Proposer’s name; Contact Person; Firm’s Liaison for
the Contract; Primary Office Location; Local Business Address, if applicable; Phone
and Fax Numbers, as applicable; Email addresses; RFP title and RFP number.

2. TABLE OF CONTENTS
Table listing, in sequential order, the location of all contents, including required
response forms, charts, illustrations, and additional enclosures. All pages of the
Proposal, including enclosures, shall be clearly and consecutively numbered, consistent
with the Table of Contents.

3. EXECUTIVE SUMMARY
Summarize the proposal providing an overview of the proposal submission.

4. VISION, GOALS, AND OBJECTIVES OF PROPOSED PROJECT

Summarize the vision, goals, and objective of the proposed Project.

5. COMMUNITY BENEFITS
Summarize the range and quality of any programs to be offered as a benefit to the local
community, including the number of potential jobs to be created and the considerations
made to protect the environment.
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6. DEVELOPMENT SCHEDULE
Proposers shall include development/construction schedules for the leasehold
improvements/development which take into account the commencement dates required
by the City and delineates the development or construction of each component. The
Proposal shall include a narrative accompanied by a graphic timeline or schedule
detailing all phases of the development including developer due diligence, planning
and design, permitting, construction, and operations. The schedule must include an
explanation of how the phasing of the Project was determined and a projection of the
Project completion time required following the development team receiving control of
the site.

7. PROJECT PLAN
The Project plan shall consider all of the principles, guidelines, and requirements
specified in this RFP. A team of specialized, registered design professionals shall
prepare the Project plan. Additionally, please note that any material changes to the
original Project plan made after Trust and Miami City Commission approval of the
Lease and shall be subject to final approval from the Miami City Commission.

The Project plan shall include:

(a) Narrative Description of the proposed Project plan:

Proposer must include a detailed development plan for the marina, wetslips,
restaurant, ship’s store and/or all other components of the Project. Proposers must
also specify how they plan to manage the site and maximize revenue through
optimized slip management, restaurant patronage, and all other revenue-
generating facilities on the Property. Additionally, Proposers must identify how
they plan to accomplish the various components required by this RFP, taking into
account the various Evaluation Criteria specified in Section III.C.2.

(b) Site Program Analysis, including:

• Overall site development including improvements, and surrounding
modifications to the Property.
• Number and use(s) of building(s), and respective square footages (both gross
and rentable).
• Number, type, size, construction and description of proposed operations by
category.
• Number of wet slips (including total linear feet of each type specified).
• Architectural features.
• Permitting and environmental issues.
• Features incorporated in light of environmental concerns, including
protections for adjacent critical habitats and sea level rise.
• Parking solutions or agreements.
• Traffic Plan.
• Sewage Plan.
• Pollution Control Plan.
• Storm Water Management and Hurricane Plan.

33
 (c) Conceptual renderings of overall site as well as from within the Project,
illustrating:
• Context.
• Building Height.
• Architectural Features.
• Signage.

(d) Proposed Project Site Plan

The Site Plan should illustrate the relationship and connectivity of the proposed
Project to adjacent roadways, residential or commercial neighborhoods, and the
general area.

The Site Plan should also identify the location of all the following:
• Land/Space Uses.
• Building Location.
• Pedestrian Access.
• Parking areas.
• Landscaping.
• Lighting.

(e) Wet Slip Configuration:

Proposer shall also include a conceptual configuration of the wet slips within the
marina, identifying the length of each slip.

(f) Construction Plan:

Proposer shall construct and operate the Project at the Proposer’s own risk without
benefit of financial guarantees from the City/Trust. Nevertheless, the City/Trust
has an obligation to its residents to ensure that the Project is completed, or failing
that, that the Project not be abandoned after commencement. Accordingly, the
Proposer shall describe the terms and conditions it proposes to ensure construction
and operation of the Project.

8. OPERATIONAL PLAN
The Proposer shall provide a brief narrative on the Proposer’s plans for the management
and operation of the proposed Project during the Lease Term, including as applicable,
a description of services to be provided, number and type of employees to be hired,
hours of operation, etc.

9. MARKET ANALYSIS AND ECONOMIC FEASIBILITY

Proposals shall include the following information, providing an understanding of their
likely market and economic feasibility:
▪ A market analysis sufficient to establish the market support for this type of
facility and other proposed uses, based upon analysis of demand generators,
competitive supply, market pricing, competitive position, and anticipated
market share/capture.
▪ A projected development schedule.

34
 ▪ An analysis of projected revenues and operating expenses broken out for each
major component covering at a minimum the first fifteen (15) years of
operation.
▪ A written statement indicating the total dollar amount to be spent on permanent
physical improvements to the Property, if any, including building
improvements, site improvements and equipment purchases associated with the
Project, as well as that required for all start-up costs and initial operating
expenses. The development/renovation cost estimates shall be itemized to
include significant line items within the major categories of hard, soft
(including pre-development fees), and financing costs, and allocated by Project
component, building and phase, as applicable.

10. FINANCIAL FEASIBILITY

Proposals shall include a detailed financial feasibility and cash flow analysis. The
financial feasibility of the Project shall be presented in a fashion to enable a clear
understanding of the financial inflows and outflows of the projected revenues and any
other financial returns over a projected fifteen (15) year period. The analysis should
include projected profit and loss runs, including revenues, operating expenses,
development costs, debt service, etc., and an integrated financial cash flow projection
showing the phased renovation, building, and completion schedule.

Proposers must include a fifteen (15) year pro-forma in excel spreadsheet format
including formulas. The pro-forma should include individual line items that support all
proposed/projected revenues and expenses, inclusive of line items for gross slip
revenue, gross marina operation revenue other than slip revenue, gross ship store
revenue, gross fuel revenue, gross revenue from any other proposed income streams,
individual line items associated for each of the corresponding percentage revenue
calculations that apply to these revenue sources and are to be paid to the City, and all
expenses. Please note that, for the pro-forma and other financial projections required
by this RFP, NPV shall be discounted at five percent (5%).

Gross revenue shall be defined as the total of all revenues, rents, income and receipts,
received by Proposer from any person whomsoever (less any refunds) of every kind
derived directly or indirectly from operation of the Property, including without
limitation, income from both cash and credit transactions.

11. FINANCIAL PLAN

a) Financing Plan
Proposals shall include a description of the total estimated cost of construction and
corresponding financing plan for the Project, including a description and estimate
of all sources of construction and permanent debt and equity funds to be used in the
Project. Estimated total construction costs should not be materially different than
proposed unless as a result of unknown on-site conditions that are not readily
observable or discoverable. Proposers shall ensure that target returns and other
financing considerations are presented. The City reserves the right to further
evaluate and/or reject financing commitments when the term, the identity of the
financing source or other aspect of such financing is deemed not in the best interest
of the City/Trust or the Project.

35
 b) Infrastructure Cost Estimate
Proposers shall prepare and submit estimates of the initial infrastructure costs of
the Project. The estimates shall be complete in that no cost elements are excluded,
realistic in that quantities and prices used in developing the estimate reflect actual
market level or best estimates of future price levels and credible in that the
estimating methodology used is consistent with applicable industry standards and
practices. For the purposes of this requirement, “infrastructure costs” shall mean all
costs associated with roads, utilities such as water, sewer and electricity.

c) On-Going Capital Infrastructure Costs

This section shall include all elements or components of the capital assets that
require future expenditures beyond normal maintenance, or replacement at the end
of their economic life that are expected to occur within the Lease Term, including
for example all costs associated with ensuring resiliency of the various components
of the Project. Please note the preference to incorporate a resilient design with
considerations made for sea level rise in order to provide structures with a longer
anticipated economic life. Along with each element of on-going capital costs,
Proposers shall estimate the corresponding contingency allowance with the
estimate for each cost element. The Successful Proposer shall be required to
contribute one percent (1%) of gross revenues to a Capital Infrastructure Escrow
Account (per defined escrow requirements) to fund on-going capital infrastructures
costs.

d) Operation and Maintenance

Proposers shall describe in detail all sources of operations and maintenance funds
for the Project. No government: funds, subsidies, credit enhancements, loans, loans
guarantees, or other governmentally sponsored financial mechanism shall be
proposed for the operation or maintenance of the Project.

12. FINAL RETURN TO THE CITY

The Proposer shall provide a base rent to the City equal to or greater than Three Million
Dollars ($3,000,000) annually, PLUS percentage rent equal to or greater than six
percent (6%) of monthly gross receipts generated at the FEC Slip and received by
Proposer from the use of the Property and periodic escalators. The City expects fair
market value to be achieved from the escalating minimum guaranteed base rent, with
percentage of gross revenues and any additional proposed rents providing the City with
a share of the Project’s financial upside. Proposals shall detail other financial benefits
to the City such as estimated property taxes, and other non-financial benefits such as
new jobs created. Please also note additional details regarding rent specified in Section
III.A.

13. EXPERIENCE AND QUALIFICATIONS

The Proposer shall provide details on the proven record of accomplishment,
qualifications and experience of the key persons involved in the management and
operations of the proposed business (“Business Team”) and the key persons to be
involved in the remodeling, renovation or build-out of any proposed improvements
(“Development Team”).

Proposers are required to assemble the requisite expertise, experience, financial and
36
management capability to meet the below-mentioned threshold qualifications. As such,
where applicable, these qualification requirements shall be applied to the Proposer’s
team as a whole, in a manner that is commensurate with each members’ allocation of
responsibility.

The City has identified the following factors that shall serve as threshold qualifications
for this RFP process. The Proposer must meet the threshold qualifications outlined
below in Subsections a) through c), and include as evidence of its qualifications the
information required by Subsections d) through h):

a) Experience:
▪ At the time of submission, Proposer and/or its principals shall possess and
have experience directly managing and/or operating a project of this scope
and size within the last fifteen (15) years; OR
▪ Proposer and/or its principals shall possess and have a minimum of any five
(5) years of experience directly involved in the ownership and day-to-day
operation of a project of this scope and size within the last ten (10) years.

b) At the time of submission, Proposer and/or its principals, must have played a
leading role or must have had principal responsibility or other demonstrated
experience in the successful design, remodeling, renovation and build-out of a
project(s) of similar size and complexity as the Project and uses proposed.

c) Proposer and/or its principals must have had experience with the successful
financing of at least one (1) project of similar size or greater.

d) Proposer must provide résumés as well as a summary of the credentials and

experience of the persons to be used to qualify the Proposer for this RFP,
including each of the Proposer’s principals as well as each member of the
Proposer’s Business Team and Development Team.

e) Proposers must provide sufficient funds to conduct a background check as

required by Section III.E., and the Proposers must be deemed by the City to be
both “responsive” and “responsible” pursuant to Section II.G.

f) Proposers must provide contact information for three (3) business references
for each principal, and at least one (1) financial reference, including contact
names, company and/or project names and contact telephone numbers of
individuals who can attest to the projects with which the individual has worked.

g) Proposers shall also provide evidence of financial wherewithal or financing

from a financial institution either on a reference letter or Letter of Commitment,
either of which must be attached as part of Appendix 3, showing the Proposer’s
capacity to develop, maintain, and operate the proposed business operations.
The financial reference letter or Letter of Commitment must be on the financial
institution’s letterhead stationery.

h) Proposers must comply with the background check requirements in Section

III.E. and submit executed consent forms for the Proposer and each principal
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 on the applicable entity and individual consent forms attached hereto as
Appendix 9.

14. PROPOSAL ATTACHMENTS

(A) RFP Registration Form: Complete Registration Form attached hereto as
Appendix 2 and pay the applicable fees associated with this RFP, including:
(i) A background check Fee equal to Five Thousand Dollars ($5,000);
(ii) A Proposal Security equal to One Hundred Fifty Thousand Dollars
($150,000); and
(iii) Other fees shall be due after submission, on dates specified throughout this
RFP
a. Referendum Deposit – Due upon request after City Commission
approval;

(B) RFP Submission Form: Complete to its entirety the RFP Proposal Submission
Form attached hereto as Appendix 3. Please note that a “responsible proposal” is
one that has the capability in all respects to fully perform the requirements set forth
in the proposal and the proposed Lease. A “responsive proposal” is one that
conforms in all material respects to the Minimum Proposal Requirements of this
RFP. Any missing information may result in the disqualification of the Proposal
as non-responsive.

(C) Business Team Qualifications: Complete the Business Team form included as
Appendix 4. Resumes should be provided for all members of the Business Team.

(D) Development Team Qualifications: Complete the Development Team form

included as Appendix 5. Resumes should be provided for all members of the
Development Team.

(E) Certifications: Complete the appropriate Certification of Authority attached in

Composite Appendix 6.

(F) Disclosure/Disclaimer: Complete the Proposer’s Disclosure/Disclaimer attached

hereto as Appendix 7.

(G) Consent Forms: Complete the Consent Form attached hereto as Appendix 9.

(H) Non-Collusion Affidavit: Complete the Non-Collusion Affidavit attached hereto

as Appendix 10.

(I) Proposer’s Organizational History/Structure and Chart: In a narrative form,

please describe the Proposer’s organizational and business history and explain why
the Proposer’s background makes it ideal for this opportunity. Please also provide
a visual representation in the form of an organizational chart.

(J) Redlined Lease Agreement: Incorporate proposed revisions to the Form Lease
Agreement provided as Exhibit C.

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 (K) Additional Information: Proposer may provide any additional information to
describe the Proposer’s proposed Project or capability to implement the Project.

B. DEADLINE FOR RECEIPT OF INFORMATION / CLARIFICATION

Pursuant to the Cone of Silence, any request for additional information or clarification must
be received in writing no later than 5:00 p.m. on March 11, 2019. Interested individuals
(“Proposers”) may e-mail or fax their requests to the attention of, Charles Johnson, III,
Senior Procurement Contracting Officer (“Contracting Officer”) at the City of Miami,
Department of Procurement at E-mail: cjohnson@miamigov.com.

C. RECEIPT OF RESPONSES
Provide one (1) original and eighteen (18) bound copies with tabs of the signed and dated
proposal, one (1) unbound copy without tabs for possible duplication needs, as well as one
(1) electronic copy submitted on USB Drive accompanied by the required documentation
to the Office of the City Clerk, Attn: Todd B. Hannon, 3500 Pan American Drive, First
Floor, Miami, Florida 33133 no later than 3:00PM on April 18, 2019.

Responses must be clearly marked and labeled on the outside of the envelope/package
as “FEC Slip RFP No. 989387” Failure to submit a Response by the due date and time,
and at the location specified above, shall result in automatic disqualification.

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