riviera b26-035 CRA Development Counsel Marina Village Phase 2 RFP.pdf

REQUEST FOR PROPOSALS (RFP) COVERSHEET

SOLICITATION NO.: 26-035

SOLICITATION TITLE:

CRA Development Counsel for Marina Village Phase II Redevelopment

ISSUE DATE: Friday, September 4, 2026

QUESTIONS DEADLINE: Monday, September 14, 2026 AT 2;00 PM EST

PROPOSAL DUE DATE: Wednesday, September 30, 2026 AT 2:00 PM EST

The Riviera Beach Community Redevelopment Agency reserves the right to modify or alter the procurement schedule as needed.

PROCUREMENT CONTACT PERSON: LaTonya Ammons, Director of Procurement

EMAIL ADDRESS: lammons@rivierabeach.org

IMPORTANT: All responses must be submitted electronically through BidNet Direct (www.bidnetdirect.com/florida/cityofrivierabeach). Paper submissions will not be accepted under any circumstances. The CRA reserves the right to cancel this Solicitation at any time prior to CRA Board award, without liability to any Respondent.

Table of Contents

I. ELECTRONIC PROPOSAL OPENING

II. PROJECT BACKGROUND AND VISION

III. INSTRUCTIONS TO PROPOSERS

IV. DEFINITIONS AND RULES OF INTERPRETATION

V. MINIMUM QUALIFICATIONS AND MANDATORY EXPERIENCE

REQUIREMENTS

VI. SCOPE OF SERVICES

VII. PROPOSAL REQUIREMENTS

VIII. EVALUATION PROCESS

IX. EVALUATION CRITERIA

X. FEE PROPOSAL

XI. CERTIFICATE OF INSURANCE REQUIREMENTS

XII. GENERAL TERMS AND CONDITIONS

ADDITIONAL ATTACHMENTS AND REQUIRED FORMS:

ATTACHMENT “A” – Offeror’s Required Forms

• Authorized Signatories – REQUIRED

• Conflict of Interest Disclosure Form – REQUIRED

• General Certifications (10 Certifications-One Signature Page) – REQUIRED

• Human Trafficking Affidavit (Notarized) – REQUIRED

• Litigation Statement – REQUIRED

• Public Entity Crimes Sworn Statement (Notarized) – REQUIRED

• Required References – REQUIRED

ATTACHMENT “B” – COST PROPOSAL - REQUIRED

ATTACHMENT “C” – LOCAL VENDOR PREFERENCE

ATTACHMENT “D” – EVERIFY CERTIFICATION - REQUIRED

ATTACHMENT “E” – SOLICITATION 1206-RFP-25-4 Marina Village Phase II Development ATTACHMENT “F” – SOLICITATION 1206-RFP-25-4 Addendum No. 1

ATTACHMENT “G” – 1206-RFP-25-4 Q&A

ATTACHMENT “H” – 1206-RFP-25-4 PROPOSAL FROM AWARDED VENDOR

For background purposes, a recording of the May 13, 2026 CRA Board meeting at which the oral presentations for Solicitation No. 1206-RFP-25-4 (Marina Village Phase II) were made, and the developer selection discussed, is publicly available at: https://www.youtube.com/live/X-xwv7IROK0. This link is provided as informational background on the redevelopment project referenced in Attachments “E” through “H”; it is a recording of the full CRA Board meeting and does not itself describe the scope of services being solicited under this Solicitation.

I. ELECTRONIC PROPOSAL OPENING

All Request for Proposals solicited by the Riviera Beach Community Redevelopment Agency will be opened electronically via Bidnet at the date and time indicated in this Solicitation. This meeting will be conducted virtually via Microsoft Teams. Proposers may attend this meeting in real time on a computer, laptop, cell phone, or any other device with Wi-Fi access. Get the app now and be ready when your first meeting starts.

Microsoft Teams meeting Join: https://teams.microsoft.com/meet/212863999883558?p=50cyHy1jnNtVO0v1n3

Meeting ID: 212 863 999 883 558 Passcode: gJ2hv7CL

Dial in by phone

+1 872-242-8933,,789577622# United States, Chicago Find a local number

Phone conference ID: 789 577 622#

Get the app now and be ready when your first meeting starts: https://www.microsoft.com/en-us/microsoft-teams/download-app

II. PROJECT BACKGROUND AND VISION

A. PURPOSE

The Riviera Beach Community Redevelopment Agency (CRA), in partnership with the City of Riviera Beach (CITY) Procurement Department, is soliciting proposals from highly qualified law firms to serve as Development Counsel for the Marina Village Phase II Waterfront Redevelopment Project. The selected firm will function as the CRA's principal transaction counsel, providing strategic legal guidance throughout the planning, negotiation, documentation, financial closing, implementation, and long-term administration of one of the most significant redevelopment initiatives undertaken by the CRA.

The CRA will award a single contract to the firm or attorney whose proposal is determined to be the most advantageous to the CRA, price and other factors considered.

This engagement is distinct from, and narrower in scope than, general counsel representation. The CRA is seeking counsel with substantive, demonstrated experience in complex waterfront and marina development transactions, public-private partnership structuring, submerged land and sovereignty land leasing, and municipal real estate negotiation, to serve as special real estate development counsel dedicated to the Marina Village Phase II negotiation.

The CRA currently engages Bryant Miller Olive P.A. to serve as public-private partnership (P3) counsel and bond counsel, and Jones Lang LaSalle Americas, Inc. as P3 Advisor to provide market analysis, space programing analysis, feasibility and financial analysis, RFP development/response analysis, and development negotiations. Both firms will remain engaged on the project team.

The selected firm or attorney will work with Bryant Miller Olive P.A., the CRA's other counsel, Jones Lang LaSalle Americas, Inc., the CRA's waterfront/marina consultants, and other professionals engaged on the project, in the best interest of the CRA. The selected firm or attorney will work under the direction of the CRA’s Executive Director and the Procurement Department. Prior to commencement of negotiations, the team will meet with the CRA and Procurement Department to discuss strategy, timeline and other issues and any other items required for a successful negotiation with the Developer.

B. ABOUT

The Riviera Beach Community Redevelopment Agency is a public entity established pursuant to Florida Statutes, Chapter 163, Part III, to eliminate slum and blight, stimulate economic development, and improve the quality of life within the CRA's designated redevelopment area. Formed in 1984 by the Riviera Beach City Council, the CRA is at the heart of the district's ongoing transformation. The CRA funds a wide range of projects that incentivize economic growth through business attraction and retention, finances new and improved infrastructure for real estate development, and works to expand the tax base by fostering a welcoming environment that eliminates blight and improves the perception of safety in the area.

The CRA's core mission is to guide the City's redevelopment efforts by investing public funds in key infrastructure improvements that serve as catalysts for private investment and development, create jobs, and enhance quality of life for City residents.

Beyond capital investment, the CRA supports a number of programs that enhance daily life in Riviera Beach, including:

• Renovations to Beach Park and revitalization of the City's marina, giving families public access to the waterfront and its amenities

• Funding for not-for-profit organizations to build new homes, improve neighborhoods, and provide services to area residents

• The Clean and Safe Program, which provides resources to enhance the visual appeal and security of Riviera Beach communities

C. PROJECT VISION

Marina Village Phase II represents the continued transformation of the City of Riviera Beach’s waterfront into a vibrant, mixed-use destination that enhances economic development, expands public access to the waterfront, encourages private investment, and creates long-term public value. The redevelopment is anticipated to include a combination of hospitality, residential, retail, entertainment, marina, public space, parking, and supporting infrastructure components through a public-private partnership delivery model.

D. ANTICIPATED PROJECT SCALE

The CRA anticipates a phased redevelopment program with an estimated total investment exceeding $500 million and potentially approaching or exceeding $1 billion. Accordingly, the CRA seeks counsel with demonstrated experience representing public owners on projects of similar complexity, value, and transaction structure.

E. ROLE OF LEAD DEVELOPMENT COUNSEL

The selected firm shall act as a strategic advisor and lead transaction counsel rather than solely as document preparer. Responsibilities will include developing legal strategy, leading negotiations, coordinating with financial advisors, procurement professionals, owner's representatives, engineers, planners, and other consultants, preparing and negotiating all principal transaction documents, identifying and mitigating legal risk, and protecting the CRA's long-term interests throughout every phase of the redevelopment.

F. NIGP COMMODITY CODES

For purposes of vendor notification, registration this Solicitation is classified under the following NIGP Commodity Codes.

NIGP Code Recommended Use 961-49 Legal Services, Attorneys 961-58 Negotiation Services 961-56 Program/Project Development and Management

Services 918-74 Legal Consulting 918-89 Real Estate/Land Consulting 961-50 Specialized Legal Services

The use of these codes is for classification and notification purposes only and does not limit or expand the scope of services described elsewhere in this Solicitation.

III. INSTRUCTIONS TO PROPOSERS

A. PROCUREMENT PHILOSOPHY AND INTENT OF THE SOLICITATION

The CRA seeks a nationally recognized law firm to serve as Lead Development Counsel for the Marina Village Phase II Redevelopment Project. The successful Proposer will function as the City's lead transaction counsel throughout all phases of the redevelopment, including procurement transition, due diligence, negotiations, documentation, financial closing, implementation, and post-closing legal support.

The CRA intends to conduct a qualifications-based competitive procurement designed to attract firms possessing extensive experience in complex public-private redevelopment transactions of this scale. This Solicitation will employ a 1,000-point adversarial evaluation methodology emphasizing demonstrated experience on comparable mega-projects, the qualifications of the proposed legal team, negotiation strategy, risk management, and the firm's ability to successfully deliver complex redevelopment transactions.

The CRA intends to award a contract to the firm whose qualifications, experience, project team, technical approach, and demonstrated ability to protect the CRA's interests provide the greatest overall value.

B. COMMUNICATIONS AND CONE OF SILENCE

Section 2-166 (Cone of Silence) of the City Code of Ordinances, which shall apply to this Solicitation, prohibits any communication, except written correspondence, regarding a particular request for proposal, request for qualification, bid, or any other competitive solicitation between any person’s representative seeking award from such competitive solicitation; and any CRA Board Member, City Council person or legislative staff, or any CRA or City employee authorized to act on behalf of the CRA to award a contract under this Solicitation.

The Cone of Silence shall be in effect as of the deadline to submit the Proposal to this competitive Solicitation and shall remain in effect and subject to the terms of this section for any person or person’s representative.

Any Contract entered into in violation of the Cone of Silence provisions in this section shall render the transaction voidable. Penalties for violation of the Cone of Silence shall be applied per Section 2- 168 (Penalties) of the City Code of Ordinances.

C. ADDENDA

The CRA may issue written addenda to clarify, modify, amend, or supplement this Solicitation. Oral interpretations, explanations, or instructions are not binding; only written addenda issued through BidNet Direct may modify this Solicitation.

Each Proposer is solely responsible for monitoring BidNet Direct for addenda through the submission deadline. The CRA is not responsible for a Proposer's failure to obtain, review, or consider any addendum.

Proposers need not sign and return individual addenda unless an addendum expressly requires it; by submitting a Proposal, however, a Proposer acknowledges that its Proposal incorporates and complies with all requirements of every issued addendum.

Where an addendum requires additional information, revised pricing, forms, or certifications, the Proposer shall submit them by the deadline the addendum specifies. Failure to comply with a material addendum requirement may render the Proposal non-responsive.

D. PUBLIC RECORDS

All proposals submitted become subject to Florida's Public Records Law except to the extent exempt by law. Proposers claiming confidentiality shall clearly identify the statutory basis for any claimed exemption.

E. COSTS OF PROPOSAL

All costs associated with preparing and submitting a proposal, participating in interviews, negotiations, or presentations shall be borne solely by the Proposer.

F. QUESTIONS

Prospective proposers are required to submit any questions related to this Solicitation electronically through BidNet by the deadline specified within the Solicitation documents. No other forms of submission will be accepted, and only those questions submitted via BidNet will be officially received and addressed. It is the sole responsibility of the proposer to adhere to this procedure when submitting inquiries.

Responses to all questions received within the designated solicitation period will be posted as an addendum on BidNet. Proposers are advised that failure to report any known or suspected issues or failure to seek clarification or correction of any aspect of the Solicitation will be done at their own risk.

G. PROPOSAL SUBMISSION

Electronic Proposals shall be submitted via BidNet in response to this RFP, prior to the designated proposal due date and time indicated on the RFP Cover Page.

Late submittals and paper bid submittals will not be accepted or considered.

In order to be deemed responsive and responsible to this Solicitation, the Proposer must be registered to do business in the State of Florida and possess all required State, Federal, and Local licenses and certifications required to perform the services requested herein.

THE PROPOSER MUST POSSESS BUSINESS LICENSES, APPLICABLE GENERAL OR

SPECIALIZED LICENSES, AND CERTIFICATION(S) TO BE CONSIDERED RESPONSIVE AND

RESPONSIBLE TO THIS SOLICITATION.

Failure to submit proof of all required license(s) and certification(s) with proposal submittal will result in a non-responsive and non-responsible determination.

Required licenses and certifications will consist of the following, but are not limited to:

• Florida Certificate of Good Standing

• Active membership in The Florida Bar, in good standing, for each attorney proposed to perform legal services under this contract. Proposer must submit current Florida Bar status verification (e.g., printout from The Florida Bar's online member directory) for each named attorney.

H. RESERVATION OF RIGHTS

The CRA reserves the right to accept or reject any and all proposals, in whole or in part, when such action is deemed to be in the best interest of the CRA, and to determine, in its sole discretion, whether a proposal is responsive, whether a Proposer is responsible, and whether a proposal is in full compliance with all requirements of this Request for Proposals and applicable provisions of the City's Code of Ordinances, including Chapter 16.5.

The CRA reserves the right to reject any proposal that fails to conform to the material requirements of this Solicitation, including any proposal that is conditional, incomplete, ambiguous, or nonconforming, or that contains any deviation from the solicitation requirements that, in the CRA's sole judgment, affects the price, scope, quality, delivery, or integrity of the competitive solicitation process.

For purposes of this Solicitation, determinations of responsiveness and responsibility shall be made in accordance with the standards and criteria set forth in this Request for Proposals and in the City's Code of Ordinances, including but not limited to those provisions governing bidder/proposer responsibility, qualifications, performance capability, financial capacity, and compliance history, as referenced elsewhere in this Solicitation.

The CRA further reserves the right to cancel this Solicitation, or to reissue this Solicitation, at any time and in its sole discretion, when such action is determined to be in the best interest of the CRA.

The CRA also reserves the right to disqualify any Proposer at any phase of the competitive solicitation process, and to terminate for cause any resulting contract, upon evidence of collusion with intent to defraud, misrepresentation, false statements, or other illegal or unethical practices on the part of the Proposer.

I. CHANGES AND ALTERATIONS

Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Modifications shall not be allowed following the Proposal deadline.

J. MATERIAL MODIFICATIONS / ALTERATIONS

Material modification and/or alterations to the verbiage or documents herein made by the Proposer are expressly prohibited and are not enforceable. Modifications and/or alterations may render the proposal submission void and bar the Proposer from consideration in connection with this Solicitation.

IV. DEFINITIONS AND RULES OF INTERPRETATION

This Chapter establishes defined terms and interpretive rules applicable throughout this Request for Proposals (RFP), all addenda, the selected Proposer's Proposal, the resulting Professional Services Agreement, and all ancillary documents. These definitions are intended to promote a common understanding of the procurement and to reduce ambiguity during negotiations, contract administration, and implementation of the Marina Village Phase II Redevelopment Project.

B. RULES OF INTERPRETATION

• Unless the context clearly requires otherwise, words in the singular include the plural and words in the plural include the singular.

• References to statutes, ordinances, or regulations include all amendments and successor provisions.

• Headings are for convenience only and shall not affect interpretation.

• The words 'shall' and 'must' are mandatory. The word 'may' is permissive.

C. DEFINED TERMS

Defined Term Definition Addendum A written modification, clarification, interpretation, or revision issued by the CRA during the solicitation process. Only written addenda issued by the Procurement Office are binding.

Best and Final Offer (BAFO) A revised proposal requested by the CRA following discussions or negotiations with one or more Proposers for the purpose of obtaining the most advantageous technical and financial proposal.

Business Terms The negotiated commercial, financial, operational, risk allocation, governance, performance, and legal provisions that collectively establish the business relationship between the CRA and the Master Developer.

Closing The execution, delivery, and effectiveness of all transaction documents and the satisfaction or waiver of all conditions precedent necessary to consummate the redevelopment transaction.

Community Benefits Public benefits negotiated as part of the redevelopment, including public improvements, public access, workforce initiatives, local business participation, economic development commitments, and other measurable benefits.

Development Agreement The principal negotiated agreement establishing the legal rights, obligations, development standards, performance requirements, implementation schedule, remedies, and risk allocation between the CRA and the Master Developer.

Development Parcel Any parcel or assemblage of parcels included within the Marina Village Phase II redevelopment area.

Financial Close The milestone at which all financing commitments, guarantees, security instruments, approvals, and transaction documents have been executed and the project is legally capable of proceeding.

Ground Lease A long-term lease conveying defined development rights while preserving public ownership of the underlying real property.

Horizontal Improvements Infrastructure improvements including roads, utilities, drainage, bulkheads, docks, promenades, parking areas, landscaping, public spaces, and related site improvements.

Development Counsel The law firm selected pursuant to this Solicitation to represent the CRA as its exclusive lead transaction counsel for negotiation, documentation, financial closing, implementation, and post-closing legal support.

Marina Village Phase II The CRA's mixed-use public-private waterfront redevelopment project anticipated to include hospitality, residential, retail, marina, entertainment, parking, public infrastructure, and related improvements.

Master Developer The entity selected by the CRA to finance, design, develop, construct, operate, maintain, and implement all or designated portions of the redevelopment project.

Material Deviation A variance from the Solicitation requirements that affects price, quality, quantity, risk allocation, contractual obligations, fairness of competition, or the evaluation process.

Professional Services Agreement The agreement executed between the CRA and the selected Development Counsel.

Proposal The complete response submitted by a Proposer, including all technical information, certifications, forms, schedules, and pricing information.

Proposer A law firm submitting a proposal in response to this Solicitation.

Public-Private Partnership (P3) A contractual arrangement through which the CRA and a private entity allocate responsibilities for financing, design, construction, operation, maintenance, revenue generation, and long-term stewardship of public assets.

Scope of Services The complete body of professional services, responsibilities, deliverables, staffing obligations, reporting requirements, and performance standards described in this Solicitation.

Substantial Completion The point at which the applicable work or phase is sufficiently complete for its intended purpose, subject only to minor corrective items that do not materially impair use.

Transaction Documents Collectively, the Development Agreement, Ground Lease, easements, operating agreements, financing documents, guarantees, resolutions, certificates, opinions, amendments, closing documents, and all ancillary legal instruments required to implement the redevelopment.

Transaction Strategy The comprehensive legal and commercial framework developed by Development Counsel to protect the CRA’s interests during negotiation and implementation.

Vertical Improvements Buildings and above-grade structures including hotels, residential buildings, retail facilities, restaurants, structured parking, entertainment venues, and related improvements.

V. MINIMUM QUALIFICATIONS AND MANDATORY EXPERIENCE REQUIREMENTS

The purpose of this Chapter is to establish the minimum qualifications that each Proposer must satisfy to be considered responsive and responsible. Because the Marina Village Phase II Redevelopment Project is anticipated to exceed $500 million and may exceed $1 billion, the CRA will consider only those firms demonstrating nationally recognized experience serving as lead transaction counsel for large-scale public redevelopment and public-private partnership transactions.

B. MINIMUM THRESHOLD REQUIREMENTS

The following requirements are mandatory. Failure to satisfy any mandatory requirement will result in rejection of the Proposal without further evaluation.

Requirement Minimum Standard Evaluation Firm Experience 15 years representing public owners in complex redevelopment/P3 transactions

Pass/Fail

Comparable Projects Three projects ≥ $500M for which the firm served as lead transaction/development counsel. At least one project must be located in Florida.

Pass/Fail

Lead Attorney 20 years' experience; Florida Bar; led three qualifying projects

Pass/Fail

C. COMPARABLE PROJECT EXPERIENCE

The Proposer shall demonstrate substantial experience representing public agencies in the negotiation, documentation, financial closing, and implementation of transformative redevelopment projects.

Qualifying experience shall be limited to projects in which the Proposer served as legal advisor with primary responsibility for negotiating development agreements, ground leases, real estate transactions, financing documentation, and other principal transaction instruments.

• At least three completed or substantially completed projects with an individual development value of at least $500 million. At least one project must be located in Florida.

• Preference for one or more projects exceeding $1 billion.

• Experience with mixed-use waterfront, hospitality, marina, downtown, transit-oriented, or comparable master-planned developments.

• Demonstrated participation through financial close, not merely procurement or litigation.

D. REQUIRED LEGAL TEAM STRUCTURE

The Proposal shall identify the attorneys assigned to each discipline. Substitution of key personnel after award shall require the CRA's prior written approval.

1. Team One – Transaction and Development Lead Transaction Attorney, Development Agreement Counsel, Ground Lease Counsel, Real Estate Counsel.

2. Team Two – Construction and Implementation Construction, procurement, environmental, land use, permitting, claims avoidance, and contract administration counsel.

E. LEAD DEVELOPMENT COUNSEL QUALIFICATIONS

The proposed Development Counsel shall be the principal advisor to the CRA throughout the engagement and shall possess demonstrated expertise negotiating high-value redevelopment transactions. The Lead Attorney shall personally attend all major negotiation sessions, Board meetings, and financial closing unless excused by the CRA.

F. REQUIRED EXPERTISE

• Development Agreements

• Ground Leases

• Real Estate Finance

• Land Use and Entitlements

• Environmental Regulation

• Risk Allocation

• Financial Closing

• Contract Administration

• Litigation Avoidance

G. ORGANIZATIONAL CAPACITY

The Proposer shall demonstrate sufficient staffing, succession planning, internal quality control, document management procedures, and executive oversight to support a multi-year engagement without interruption.

The CRA may evaluate the firm's depth of resources, office locations, workload, and availability of key personnel.

H. CITY RIGHT TO VERIFY

The CRA reserves the right to verify any representation contained in a Proposal, contact project owners, review publicly available records, request supplemental information, interview proposed personnel, and determine whether the Proposer has demonstrated the experience, integrity, capacity, and qualifications necessary to protect the CRA's interests on a project of this magnitude.

VI. SCOPE OF SERVICES

A. PURPOSE AND INTENT

The CRA seeks Development Counsel to serve as its principal transaction counsel throughout the Marina Village Phase II redevelopment. The selected firm shall lead legal strategy, coordinate the legal work of all disciplines, negotiate major transaction documents, and protect the CRA's legal and financial interests from project initiation through implementation.

B. ROLE, GOVERNANCE, AND COORDINATION

The selected firm shall act as a strategic advisor and an integrated member of the CRA's project leadership team, coordinating with the Executive Director, the Procurement Department, financial advisors, bond counsel, the Owner's Representative, engineers, planners, and other consultants retained by the CRA. The firm shall establish internal quality control, reporting protocols, staffing assignments, and executive oversight for the engagement, and shall ensure that its legal advice is integrated with the financial, engineering, development, and operational recommendations of the project team.

C. DUE DILIGENCE AND REAL ESTATE MATTERS

Counsel shall conduct comprehensive legal due diligence, including review of title, surveys, easements, environmental matters, land use, existing agreements, procurement history, and regulatory approvals, and shall resolve title defects affecting the project site. Counsel shall advise the CRA on all real property interests necessary to implement the redevelopment, including acquisitions, conveyances, easements, reciprocal easement agreements, declarations, restrictive covenants, utility and access agreements, parcel configurations, air rights, and waterfront and submerged land rights.

D. DEVELOPMENT AGREEMENT

The Development Counsel shall serve as the CRA's principal legal negotiator for the Development Agreement. Counsel shall prepare negotiating strategies, draft and revise agreement provisions, participate in all negotiation sessions, identify legal and business risks, and ensure that the final agreement accurately reflects the Board's policy direction. The agreement shall establish, at a minimum, development obligations, project phasing, performance milestones, default provisions, remedies, reporting requirements, insurance, indemnification, financial commitments, public benefits, local participation commitments, completion requirements, and enforcement mechanisms.

E. GROUND LEASE AND WATERFRONT AGREEMENTS

Counsel shall lead or co-lead negotiation of the master ground lease and/or submerged land/sovereignty land lease for Marina Village Phase II, in coordination with the Executive Director or its designee, protecting the CRA and City's ownership interests while providing the Master Developer sufficient development rights. The lease(s) shall address rent, participation rent where applicable, permitted uses, assignment, financing rights, lender protections, maintenance obligations, reversion, defaults, termination, environmental responsibilities, and end-of-term disposition.

F. PUBLIC-PRIVATE PARTNERSHIP STRUCTURE, RISK ALLOCATION, AND

PERFORMANCE SECURITY

Counsel shall advise on and negotiate the P3 deal structure and develop a balanced risk allocation strategy that protects the CRA and City while maintaining a commercially reasonable transaction. At a minimum, counsel shall evaluate and negotiate indemnification provisions, limitation of liability clauses, force majeure, defaults, cure periods, termination rights, parent guaranties, completion guaranties, letters of credit, payment and performance bonds, escrow arrangements, security interests, lender protections, assignment provisions, and dispute resolution procedures.

G. LAND USE, ENTITLEMENTS, AND REGULATORY COMPLIANCE

Counsel shall provide legal advice concerning zoning, comprehensive plan consistency, site plan approvals, subdivision matters, easements, vacations, development orders, concurrency, Coastal Construction Control Line (CCCL) requirements, permitting, and all applicable federal, state, regional, county, and municipal regulatory requirements. Counsel shall identify legal obstacles to implementation and recommend practical solutions consistent with the City's redevelopment objectives.

H. ENVIRONMENTAL COMPLIANCE

Counsel shall advise the CRA regarding environmental due diligence, allocation of environmental risk, remediation obligations, waterfront permitting, submerged lands issues, wetlands, coastal construction considerations, environmental indemnities, and compliance with all applicable environmental laws and permit conditions, if needed. Counsel shall review environmental reports and recommend contractual protections that appropriately allocate environmental liabilities, if needed.

I. TRANSACTION DOCUMENTATION AND FINANCIAL CLOSE

Counsel shall prepare, review, negotiate, and coordinate all transaction documents required for Financial Close, including resolutions, legal opinions, certificates, guarantees, consents, escrow instructions, closing agendas, closing checklists, document matrices, and closing memoranda. Counsel shall maintain a comprehensive document register, coordinate with lenders, and confirm that all approvals, authorizations, guarantees, security documents, and conditions precedent required by the Development Agreement have been satisfied prior to closing.

J. DISPUTE RESOLUTION AND LITIGATION SUPPORT

Counsel shall provide legal support for any dispute resolution, claims, or litigation arising directly from the Marina Village Phase II negotiation or implementation.

K. BOARD AND PUBLIC MEETING SUPPORT

Counsel shall prepare agenda memoranda, resolutions, presentation materials, and legal analyses for Board consideration, and shall attend Board meetings, workshops, executive sessions, negotiation sessions, project coordination meetings, and City Council or committee meetings as reasonably required, presenting recommendations regarding proposed transaction terms.

L. REPORTING

Counsel shall provide regular written status reports and negotiation updates to the Procurement Department and Executive Director identifying completed work, outstanding issues, upcoming milestones, risks, recommended actions, and matters requiring CRA direction.

M. REGULATORY COMPLIANCE — SUNSHINE AND PUBLIC RECORDS LAWS

Counsel shall ensure compliance with Florida's Government in the Sunshine Law (§ 286.011, F.S.) and Public Records Law (Chapter 119, F.S.) throughout the engagement.

N. PERFORMANCE STANDARDS

Services shall be performed with the degree of care, skill, and diligence ordinarily exercised by attorneys experienced in public-private redevelopment transactions of similar size and complexity. Work products shall be accurate, timely, coordinated, and suitable for Board action.

O. DELIVERABLES

Deliverables shall include written legal memoranda, negotiation strategies and summaries, draft and final transaction documents (including the Development Agreement, Ground Lease, and financing documents, if needed), legal opinions, land use and environmental risk memoranda, regulatory compliance analyses, risk allocation matrices, Board agenda materials and resolutions, closing binders, meeting summaries, correspondence, and other legal work products reasonably necessary to support the successful negotiation and implementation of the Marina Village Phase II Redevelopment Project.

P. PROJECT CLOSEOUT

At completion of the engagement, counsel shall provide a comprehensive legal closeout package including executed agreements, closing documentation, amendment logs, document indices, compliance summaries, and recommendations for ongoing contract administration.

The CRA reserves the right to expand or narrow the scope of services during negotiations with the top-ranked Proposer to reflect the final, mutually agreed scope of the engagement.

VII. PROPOSAL REQUIREMENTS

A. PROPOSAL FORMAT

Each Proposer must submit a complete and thorough response to all items outlined in the Evaluation Criteria and must fully comply with all applicable requirements of this Solicitation. Proposers shall utilize and submit any required or applicable forms provided by the City as part of their proposal. Failure to use the designated forms may result in the proposal being deemed non-responsive and rejected. Misinterpretation of, or failure to follow, any instructions may also result in rejection of the proposal. These instructions carry the same weight as the Scope of Work and Specifications, and strict adherence to all provisions is required.

Each Proposer is solely responsible for ensuring full compliance with all applicable laws, regulations, and rules.

All prices submitted on the Price Proposal Form must be all-inclusive and represent full compensation.

Proposers are responsible for properly evaluating all cost factors before submitting a proposal. No additional compensation will be provided for any failure to account for such factors.

B. PROPOSAL INSTRUCTIONS

Electronic Proposals must be submitted via BidNet in searchable PDF format prior to the proposal due date and time specified in this Solicitation.

NOTE: If any portion of your Proposal is believed to be exempt from disclosure under public records laws, that portion must be submitted in a separate electronic PDF file. The file must be clearly labeled “PUBLIC RECORDS EXEMPT” in accordance with the City’s Procurement Code. A brief explanation must accompany the file, stating the legal basis for the claimed exemption.

All Proposals must be signed by an individual authorized to bind the Proposer to the terms of this Solicitation. Proof of such authorization must be included in the proposal submission in the form of a signed letter or other appropriate documentation. Additionally, all information and documentation required by this Solicitation—or as otherwise requested by the CRA must be provided.

C. MISTAKES

The Proposer shall carefully examine this RFP. The submission of a Proposal shall be prima facie evidence that the Proposer has full knowledge of the scope, nature, and quality of the work to be performed; the detailed requirements of the specifications; and the conditions under which the work is to be performed.

Ignorance of the requirements will not relieve the proposer from liability and obligations under the Contract.

D. RESPONSIBILITY

In order to be considered as a responsible firm, the Proposer shall be fully capable of meeting all of the requirements of the solicitation and subsequent contract, must possess the full capability, including financial and technical, to perform as contractually required, and must be able to fully document the ability to provide good faith performance.

E. RESPONSIVENESS

In order to be considered responsive to the Solicitation, the firm’s proposal shall fully conform in all material respects to the Solicitation and all of its requirements, including all form and substance.

F. REQUIRED ATTACHMENTS

All required attachments provided in Attachment “A” – Proposer’s Required Forms must be complete, signed, and included in your proposal submittal.

• Failure to sign and return will result in a non-responsive decision.

By signing its RFP, the Proposer certifies that its proposal is made independently and free from collusion.

Proposals must include all of the required documents, each completed, signed, and/or notarized as required.

Failure to provide any of the required documents will render the proposal non-responsive.

G. TECHNICAL PROPOSAL

This section contains the detailed technical requirements and related services for this solicitation. All items described in this section are service levels and/or terms and conditions that the CRA expects the selected Proposer to satisfy. Proposals that do not address a subsection will receive no points for the corresponding criterion.

1. EXECUTIVE SUMMARY

Proposing Firms must include an Executive Summary providing a clear and concise overview of the Firm's qualifications, understanding of the CRA's needs, and proposed approach to delivering the required legal services as Development Counsel. At a minimum, the Executive Summary shall include:

• A brief description of the Firm, including its history, areas of specialization, and overall experience in complex public-private redevelopment and real estate development transactions.

• A summary of the Firm's relevant experience working with municipal or governmental clients.

• The name and title of the proposed primary point of contact for the CRA.

• A high-level outline of the Firm's approach to fulfilling the scope of services outlined in the

RFP.

• A summary of the Firm's competitive strengths and unique qualifications that distinguish it from other Proposers.

The Executive Summary should serve as a stand-alone section that provides evaluators with a snapshot of the proposal's key elements.

2. CORPORATE QUALIFICATIONS

Proposers shall demonstrate the Firm's overall qualifications and organizational capacity to perform as Development Counsel on a transaction of this scale and complexity. At a minimum, this subsection shall include:

• The Firm's number of years of experience providing the services required under this RFP, including in the State of Florida.

• The Firm's particular areas of expertise and how those strengths will benefit the CRA and the redevelopment project.

• A description of the Firm's organizational capacity to staff and support this engagement, including bench strength, backup/succession coverage for key personnel, and access to specialized practice areas (e.g., environmental, land use) as needed.

• A description of the Firm's professional licensure, Florida Bar admission(s), and any relevant certifications held by the Firm or its attorneys.

• A statement of the Firm's financial stability and its capacity to carry the professional liability insurance required for this engagement.

3. COMPARABLE PROJECT EXPERIENCE

Proposers shall demonstrate direct experience with engagements comparable in size, scope, and complexity to the Marina Village Phase II redevelopment. Proposers shall submit a minimum of three

(3) and a maximum of six (6) comparable project profiles, each addressing:

• Client/agency name and a general description of the project (public-private partnership, ground lease, waterfront/marina development, or similar large-scale redevelopment).

• The Proposer's specific role on the engagement (e.g., lead counsel, negotiation counsel, bond/finance counsel) and the names of any proposed key personnel who worked on it.

• Approximate transaction value and project timeline, including whether the engagement reached Financial Close or execution of a Development Agreement/Ground Lease.

• A summary of notable negotiation, risk-allocation, or structuring challenges encountered and how the Proposer resolved them.

• A reference contact for the project (name, title, organization, phone, and email) who may be contacted to verify the Proposer's role and performance.

Preference will be given to engagements involving Florida municipalities, community redevelopment agencies, or waterfront/coastal properties, though comparable out-of-state public sector experience may also be submitted.

4. ORGANIZATIONAL CHART & KEY PERSONNEL

Proposers shall identify and provide qualifications for the key personnel who will be assigned to the project, demonstrating that the proposed individuals possess the experience, expertise, and commitment necessary to successfully negotiate and close a redevelopment transaction of this scale.

At a minimum, this subsection shall include:

• Identification of the individual who will serve as the CRA's principal point of contact, who must have authority to make representations and enter into agreements on behalf of the Firm.

• Professional qualifications and experience for each key person, including relevant education, certifications, and professional licenses; years of experience in their relevant field of legal practice; previous roles on similar projects and project outcomes; and specific expertise relevant to their proposed role.

• Each key person's expected level of commitment and availability throughout the applicable phases of the project, including any anticipated time constraints or concurrent assignments.

• Resumes for each key person, limited to two (2) pages per individual and clearly labeled with the individual's name and proposed role on this project.

• An organizational chart depicting the reporting relationships and functional roles of all key personnel within the project team.

5. PROJECT UNDERSTANDING & VISION

Proposers shall provide a detailed narrative demonstrating their understanding of the CRA's objectives for the Marina Village Phase II redevelopment and the legal, financial, and political complexities of the transaction. At a minimum, this subsection shall address:

• The Proposer's understanding of the City's redevelopment goals for Marina Village Phase II, the role of the CRA, and the public benefit objectives driving the project.

• The Proposer's understanding of the unique legal and regulatory environment applicable to the project, including waterfront/submerged land issues, P3 ground lease structures, and coastal regulatory requirements.

• The Proposer's assessment of the key risks, sensitivities, and success factors likely to shape the transaction, and how the Proposer’s approach is tailored to the CRA's specific circumstances rather than a generic redevelopment engagement.

6. DEVELOPMENT AGREEMENT APPROACH

Proposers shall describe their proposed approach and methodology for structuring, drafting, and negotiating the Development Agreement. At a minimum, this subsection shall address:

• The CRA's methodology for establishing development obligations, phasing, performance milestones, default provisions, remedies, and enforcement mechanisms that protect the CRA and City's interests.

• The Firm's approach to incorporating public benefit commitments, local participation requirements, and completion requirements into the Development Agreement.

• Examples (redacted or summarized as appropriate) of comparable Development Agreements the Firm has drafted or negotiated, and the outcomes achieved.

7. NEGOTIATION STRATEGY

Proposers shall describe the Proposer's negotiation philosophy and methodology for large, multi-party public-private redevelopment transactions. At a minimum, this subsection shall address:

• The Proposer's approach to leading negotiations with the Master Developer while protecting the Proposer's legal and financial interests and maintaining a commercially viable transaction.

• The Proposer’s approach to managing multi-party negotiation dynamics, including lenders, co-counsel, financial advisors, and CRA boards/committees.

• The Proposer's approach to negotiating risk allocation, performance security, and dispute resolution provisions.

• Specific examples of negotiation outcomes the Proposer achieved on comparable engagements, including how the Proposer resolved significant points of disagreement.

8. PROJECT MANAGEMENT & COMMUNICATION

Proposers shall describe their approach to managing the engagement and communicating with the CRA throughout the transaction. At a minimum, this subsection shall address:

• The Proposer's staffing and resource plan for maintaining consistent availability of key personnel throughout the applicable phases of the project.

• The Proposer’s internal quality control processes, staffing assignments, and executive oversight for the engagement.

• The Proposer's proposed communication protocols and reporting cadence with the

Procurement Department, Executive Director, and other project stakeholders, including format and frequency of status reports.

• The Proposer's approach to coordinating with the CRA's other consultants (financial advisor, bond counsel, Owner's Representative, engineers, planners) and to document management/version control across a multi-year transaction.

9. REFERENCES

Not separately scored under the Evaluation Matrix; submitted for verification of the Proposer's overall responsiveness and qualifications.

Proposers shall submit a minimum of three (3) professional references for legal services within the past five (5) years that are similar in size, scope, and complexity to the services requested in this solicitation. References should preferably include engagements performed for local governments or public sector entities.

Each reference shall include, at a minimum:

• Name of the organization

• Contact person name and title

• Telephone number and email address

• Description of the services provided

• Engagement period and completion date

• Dollar value of the engagement

The CRA reserves the right to contact any references provided and to obtain additional information from other sources to verify the Proposer's qualifications, experience, and performance history.

Failure to provide complete and verifiable references will result in the proposal being deemed non-responsive.

Note: Do not include CRA or City work or staff as references to demonstrate your capabilities. Do not include proposed team members or parent/subsidiary/affiliated companies as references in your submittals.

10. COST PROPOSAL (SEE ATTACHMENT “B” PRICE PROPOSAL FORM)

Price Proposals shall be submitted electronically, uploaded as a separate document, and labeled as “Price Proposal.” The Fee Proposal is a scored evaluation criterion worth 150 of the 1,000 available points, calculated using the required Blended Hourly Rate submitted uniformly by all Proposers as set forth in Attachment “B.” The score shall be calculated as (Lowest Proposed Blended Hourly Rate ÷ Proposer's Blended Hourly Rate) × 100. Price will not be the sole or predominant factor in the award recommendation. The Price Proposal shall include all direct and indirect costs associated with performing the services (e.g., out-of-pocket expenses, miscellaneous office supplies, etc.) for each term of the agreement, including renewal options.

VIII. EVALUATION PROCESS

A. EVALUATION PROCESS

An Evaluation Committee (EC) will be established to review and evaluate all Proposals submitted in response to this Solicitation. The EC will consist of at least three (3) individuals with relevant experience and expertise in the program areas and service requirements associated with this solicitation. Due to the complexity of this procurement, EC members may consult with subject matter experts as needed during their evaluations.

Proposers are expected to address all requirements identified in the Solicitation. Proposals should provide clear, concise, and comprehensive information demonstrating the Proposer's qualifications, capabilities, and approach. The quality and substance of the content will be prioritized over the format or appearance of the submission.

B. PROCEDURE FOR PROPOSAL EVALUATION AND SELECTION

The procedure for Proposal evaluation and selection is as follows:

1. Procurement staff will conduct a preliminary review of each Proposal for compliance with the submission requirements of the Solicitation, including verification that all required documents have been included. Proposals deemed non-responsive will be disqualified from further consideration.

2. The Procurement Department will provide each EC member with copies of all responsive submittals. EC members will independently review and score each Proposal against the criteria set forth in the section entitled "Evaluation Criteria." The Procurement Department will compile and present the individual scores, average scores, and rankings at a publicly noticed EC meeting.

3. At the EC's option, Proposers may be required to attend a presentation…