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HomeMy WebLinkAboutR-95-0103'�S J-95-152 2/7/96 RESOLUTION NO. 95- 103 A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO ISSUE A REQUEST FOR PROPOSALS ("RFP"), IN SUBSTANTIALLY THE ATTACHED FORM, TO SOLICIT, EVALUATE AND SELECT MANAGING UNDERWRITERS FOR TAX-EXEMPT AND TAXABLE NOTE AND BOND FINANCING(S); AND ESTABLISHING AND APPOINTING MEMBERS TO A SELECTION COMMITTEE TO REVIEW SAID RFP. WHEREAS, the City of several negotiated note and years; and Miami anticipates the issuance of bond issues during the next two WHEREAS, it is necessary to solicit proposals from qualified investment banking and underwriting firms to serve as Managing Underwriters for the issuance of said notes and issues; and WHEREAS, it is also necessary to establish and appoint a selection committee to review and evaluate said proposals so that the City can engage the top ranked firms for a period of two years on a rotating basis; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. ATTACPH NT (S) 01 N T A I E CITY Coranslow MEETING OF FEB 0 9 1995 Resolution No. 95- 103 Section 2. The City Manager is hereby authorized to issue a Request for Proposals ("RFP"), in substantially the attached form, to solicit, evaluate and select managing underwriters for Tax -Exempt and Taxable Note and Bond Finanoing(s). Section 3. A five member Selection Committee is hereby established to review said proposals and the following individuals are hereby appointed to said Committee: APPOINTEE: NOMINATED BY: Mikki Canton Mayor Stephan P. Clark Boris Rosen Vice -Mayor J.L. Plummer, Jr. Darryl 5harpton Coimdssioner Miller J. Dawkins Manny Diaz Commissioner Victor H. De Yurre Luis A j am i 1 Commissioner Wifredo Gort Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 9th day of February 1995. ST HEN P. CLAiR, MAYOR ATTE L14-4 I' MATTY HIRAI CITY CLERK 95-- 103 -2- PREPARED AND APPROVED BY: —RA 4AEL OjTDIAZ DEPUTY CITY AT�TO Ann,onvlP.'n AS TO FORM AND CORRECTNESS: ls-c 95— 103 REQUEST FOR PROPOSALS MANAGING UNDERWRITERS FOR T.PA-EXEMPT AND TAXABLE NOTE AND BOND FINANCINGS THE CITY OF MIAMI, FLORIDA RpP ISSUE DATE: Wednesday, March 8, 1995 PROPOSAL DUE DATE: Wednesday, March 29, 1995 by 12:00 noon 95- 103 REQUEST FOR PROPOSALS The City of Miami, Florida (the "City") is soliciting proposals from qualified investment banking and underwriting firms to serve as Managing Underwriter(s) for the issuance of negotiated taxable and tax-exempt note and bond financing(s). The City will designate one or more firms to serve as Senior book -running Managing Underwriter with the optic,n of designating several firms to serve as Co -Senior Managing Underwriter(s) and Co -Managing Underw;riter(s). The City will form one or more teams with the selected firms to serve as underwriters to the City in negotiated issues for the next two years. This Request For Proposals ("RFP") does not commit the City to award a contract, to pay any costs incurred in the preparation and presentation of a proposal, or to procure or contract for services. The City reserves at its sole discretion, the right to reject any and all proposals, and to request clarification of information contained within proposals. The City also reserves the right, at its sole discretion, to negotiate with all qualified proposers and to designate those proposers whose responses are most advantageous to the City. Upon receipt of this RFP and through the selection of Managing Underwriters, proposers may not contact the City Commission or the Selection Committee, and if such contact is made, this may be grounds for disqualification of the proposer. All questions regarding procedures and this RFP should be directed, in writing gnly, to the Director of the City's Department of Finance only. All proposals will be binding for a period of 180 days, unless otherwise extended by the City. THE CITY OF MIAMI, FLORIDA DATED: March 8, 1995 95- 103 -1- Section I - SCOPE OF aj3VICES It will be the responsibility of the Senior book -running Managing Underwr-?-ter(s) and Co -Senior Managing Underwriter(s), in addition to other duties and directions, to: - participate and support the City's Departments of Finance and Law, and the City's Financial Advisors in the development and preparation of a plan of financing and pricing structure and the execution thereof; - develop an optimal marketing plan in conjunction with the City's Financial Advisors for the City's notes and/or bonds; - assist and participate with the City's Financial Advisors in the development and preparation of presentations for the procurement of credit enhancement and credit ratings (if any); - assist and support the City's Department of Law, the City's Bond Counsel, and the City's Financial Advisors in the development and preparation of all necessary financing documentation; - allocate notes and/or bonds in a fair and equitable manner consistent with direction given by the City among the management group; - provide supporting documentation to the City and the City's Financial Advisors regarding rates on comparable financings in the market concurrent with the City's notes and/or bonds, and provide the City's Financial Advisors with a distribution report within forty-eight (48) hours of the written award; - establish and maintain an active secondary market for the City's notes and/or bonds. It will be the responsibility of Co -Managing Underwriter(s), in addition to other duties and directions, to: - actively participate, review, and comment on the financing plan, preliminary marketing plan(s), and final pricing structure; review and continent on preliminary financing structure(s) and final pricing structure; •- participate in the underwriting risk pursuant to an agreement among underwriters; 95- 103 -2- generate market interest, underwrite, sell, and distribute the City's notes and/or bonds. establish and maintain an active secondary market for the City's notes and/or bonds. Firms are encouraged to propose additional services as Senior book -running Managing Underwriter, Co -Senior Managing Underwriter, and Co -Managing Underv�riter. Section II - INSTRUCTIONS TO PROPOSERS General Requirements. Each proposal must include a transmittal letter, not to exceed two (2) pages, signed by the professional who will have primary responsibility for the day-to-day and on - site management of this engagement and who is duly vested and authorized to commit the proposer, the proposer's capital, the proposer's personnel, and the proposer's resources to provide the investment banking and underwriting services desired by the City. Specific Requirements. All proposers must submit a complete response to each and every question in the order listed. Failure to adhere to this format and submission of All requested information may result in rejection of the proposal. Responses to e4ph and every question should begin on a separate page, with the question being restated at the top of the page, except where indicated otherwise. All proposers responding to this RFP must have at least two (2) years of continuous and active experience in the public finance market. The City reserves the right to appoint more than one Senior book - running Managing Underwriter. All proposers submitting proposals must indicate whether they seek to serve as Senior book -running Managing Underwriter, Co -Senior Managing Underwriter, Co -Managing Underwriter, or a combination thereof. No joint proposals will be accepted. The City will form underwriting teams. All of the City's note and/or bond underwritings are on a firm -commitment basis only. Failure to meet these requirements will result in rejection of the proposal. Minority Participation. The City has a stated procurement goal of 5,1% of all procurement contracts to minorities. Minority procurement goals are defined by City Ordinance Number 10062, as amended by City Ordinance Number 10538, to mean (a) 17% Black - owned; (b) 17% Hispanic -owned; and (c) 17% Women -owned firms. Prop6sals from minority -owned firms should specifically indicate the ownership interest by minorities. Minority -owned firms must be certified as such by the City at the time their proposals are submitted to the City (see attached Ordinances). Failure to meet this requirement will deem proposer ineligible to qualify for minority/female status in this RFP process. For additional information and certification, please contact Ms. Anne M. Whittaker at (305) 575-5174. 95- 103 -3- Proposal submittals. All proposals must be received by 12:00 noon Eastern Standard Time, March 29, 1995. Ten (10) copies to: Ms. Matty Hirai City Clerk The City of Miami, Florida City Hall, First Floor 3500 Pan Amerfcan Drive Miami, Florida 33133 Nine (9) bound copies and one (1) unbound copy (suitable for photocopying) of the proposal must be submitted by the date and time specified. An original copy of the proposal must be submitted to the City. Proposals received after the specified time and date will be rejected. Proposals may be mailed or delivered in person. It will be each proposer's responsibility to ensure timely delivery to the location specified. Procedural Questions. The City will not hold a pre -proposal conference. Any questions concerning this RFP or the City should be limited to those of a procedural nature and should be directed in whiting only to the City's Director of Finance. Questions must -be received by the City by 12 : 00 noon on Friday, March 17, 1995. Responses to questions will be transmitted by Wednesday, March 22, 1995. Questions may be telecopied as follows: Director of Finance Department of Finance City of Miami, Florida 300 Biscayne Boulevard Way, Suite 210 Miami, Florida 33131 Telecopier: (305) 372-4656 Resolution of Protests. Proposer's attention is directed to the attached Ordinance No. 11072, amending Section 18-56.1 of the City Code. In the event of protests, compliance with the procedures described therein is mandatory. 95- 103 -4- Section III - QUESTIONNAIRE 1. Provide the name of the firm submitting the proposal, including the firm's full legal name, title, address, telephone and telecopier number of the primary professional responsible for the day-to-day and on -site management of this engagement and proposal. Specify the position(s) for which your firm would like to be considered: Senior book -running Managing Underwriter, Co -Senior Managing Underwriter, Co - Managing Underwriter, or a combination thereof (one (1) page limit). 2. Demonstrate management's commitment to the public finance market and discuss management's commitment to municipal note and bond underwriting, trading, and sales (one (1) page limit). 3. Provide an introduction to your firm by briefly describing the following (one (1) page limit): a) its origin and background; b) its principal (core) business; and c) its size (public finance only), in terms of employees, capital, and number of offices (excluding affiliate company offices). 4. With respect to your firm's capital, using information from your firm's most recent Quarterly FOCUS Part II or IIA Report, specifically indicate the following: a) Total Capital: b) Equity Capital: c) Net Capital: d) Excess Net (Uncommitted) Capital: e) Capital to Asset ratio based on your latest Quarterly FOCUS II or IIA Report: Indicate the date as of which the above figures were determined. Describe any events which may have had or may have an impact on your firm's capital position since the date of your firm's most recent Quarterly FOCUS II or IIA Report and enclose a copy of said FOCUS Report as an appendix (one (1) page limit, excluding appendix). 95-- 103 -5- 5. Provide a statement regarding the commitment of your firm to employing persons'of an ethnic or gender minority within your public finance area. Indicate whether your firm is minority owned, and if so, provide a copy of your firm's City certification as an appendix. If your firm is a public company, indicate the number and percentage of the Board of Qirectors and Senior Management who are members of an ethnic or gender minority (one (1) page limit). 6. Describe your firm's presence and commitment to the City and the State of Florida. Indicate the number of public finance gjFfices and number of employees you have within the City and State, as well an any other information you consider relevant (one (1) page limit). Proposer may receive special consideration for having its primary office within the City of Miami limits (see attached Ordinance No. 11087). 7. Provide a sworn and duly notarized statement of assurance (from your firm's general counsel) that neither your firm nor any individual in your firm, is not currently and has not been within the last five (5) years (formal or informal), in violation of, or subject of any inquiry, probe, investigation, examination, or proceeding of any regulatory agency (such as the Securities and Exchange Commission, Mginicipal Securities Rule Making Board, National Association of Securities Dealers, Inc., the State of Florida and the U.S. Department of Justice) and/or any Municipality or Issuer's rules, regulations, policies or procedures. If any, provide a detailed and concise explanation (one (1) page limit, per instance, identifying the employee, and the current status of said proceeding to be enclosed as an appendix). 8. As an appendix, in tabular form, provide information on taxable and tax-exempt note and bond financings for which your firm served as the Senior book -running Managing Underwriter in the State of Florida. List only those financings completed after January 1, 1990. Provide a separate list for financings on which your firm was Co -Senior Managing Underwriter or Co -Managing Underwriter. Indicate sale date, dated date, par amount, issue name, your firm's role, credit ratings, type of sale, credit enhancement, orders placed, allocation, gross spread on a per $1,000 bond basis by component, special features, names of the professionals who actively served on the transaction, and the name, title, address, and telephone number of an issuer contact and reference familiar with each professionals &ontributions and capabilities. 9. In tabular form, indicate your firm's PSA, IDC, SDC, and/or IDD ranking (if any) for the calendar year 1990, 1991, 1992, 1993 and 1994 for the State of Florida and nationally (one (1) page limit). 95- 103 -6- 10. Describe your firm's expertise in financings which are relatively comparable to the City's financings and explain in detail why these financings are comparable (two (2) page limit). 11. What is your firm's perception of the mix of potential buyers for the City's issue(s)? Discuss in your marketing plan as to how your firm will obtain this investor mix assuming recent market conditions (one („1) page limit). 12. Describe your firm's institutional and retail distribution ci�ipabilities within and outside of the City, the State of Florida, and regionally (one (1) page limit). 13. Provide a recommendation on the size and composition of the management group. Describe your approach to allocating fees and bonds among the Managing Underwriter(s) (one (1) page limit). a. If you are applying as either Senior book -running Managing Underwriter and/or Co -Senior Managing Underwriter, enclose as an appendix a list of ten (10) recently completed Florida financings for which your firm served as either Senior book -running Managing Underwriter or Co -Senior Managing Underwriter, and describe how your firm allocated fees and bonds among the Managing Underwriter(s) and Selling Group Member(s) (if any). b. If you are applying as either Senior book -running Managing Underwriter and/or Co -Senior Managing Underwriter, as an appendix, describe your firm's commitment to minority firms. 14. Describe what you believe may be unique or unusual factors affecting the marketing, sale, and distribution of the City's note and/or bonds (one (1) page limit). 15. As an appendix, identify and provide resumes for the investment banking, underwriting, trading, and sales personnel who would be assigned to this engagement and their level of responsibility. Indicate their ethnic or gender minority status. Describe the professional background of these individuals, in particular, their relevant financing experience, as well as their experience with non-traditional securities and derivative products, such as, interest rate swaps, forward interest rate refundings, and/or commercial paper (if any). Provide three (3) references (name, title, address, telephone and telecopier number) for each professional. List all professional licenses held by each professional. Firms may not deviate from the assigned personnel without the express consent of the City. Specify availability, type, and designate the percentage of work for which each team member will be responsible. In a tabular format, provide your firm's total number of (public finance market area only) investment banking professionals, underwriting professionals, trading professionals, and sales professionals. -7- 9 5— 103 16. Respond to the following questions dealing with proposed fees with insured, "AAA" rated, revenue financing (s): a. Management Fee and Underwriters' Risk. Underwriters will not be allowed to charge management fees and underwriters' risk on City of Miami transactions. b. Expenses. Detail the categories of expenses for which your firm would be expected to be reimbursed for as a Managing Underwriter and delineate the amounts on an actual dollar and per $1,000 bond basis. The City will require verification of all expenses prior to closing. If your firm is selected, does your firm commit itself to these expenses. (one (1) page limit) ? c. Takedown. For the range of financial structures which your firm proposes, describe levels of takedown by maturity and the basis upon which the level should be determined. All proposed Takedown levels will be compared to the "Delphis Hanover" scale or other financing services as of Friday, March 24, 1995. If your firm is selected, does your firm commit itself to these takedown levels (one (1) page limit) ? 17. Why should the City select your firm as its Managing Underwriter (one (1) page limit)? 95- 103 Iff:� Section IV - SELECTION CRITERIA The evaluation criteria for all proposals will be based, among other criterion, on the following: 1. Creativity and responsiveness to the City's requirements. 2. Management's commitment to public finance. 3. Experience. 4. Minority compliance. 5. Personnel assigned. 6. Underwriting, trading, and sales capability. 7. Capital position. 8. Proposed compensation. 9. Proposer's presence and commitment to the City. 95- 103 -9- CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : THE HONORABLE MILLER J. DAWKINS DATE February 14, 1995 FILE COMMISSIONER SUBJECT : Appointment to Selection Review Committee to Evaluate Propoeais for "Managing Underwriters for " -.--- • Tax-exempt and Taxable '`Nate FROM REFERENCES: and Bond Financing ATTY HI RAI City Clerk ENCLOSURES: At the City Commission meeting held February 9, 1995, Resolution 95-103 (item 45) was passed and adopted making appointments to the Selection Review Committee to evaluate proposals from managing underwriters for tax-exempt and taxable note and bond financing. Each member of the Commission had one appointment to make. You stated that you would submit your nomination, in writing, to the City Clerk at a later time. Kindly notify the name, address and phone number of your appointee in the space provided hereinbelow. If you have any questions, please do not hesitate to call. APPOINTMENT TO THE SELECTION REVIEW COMMITTEE TO EVALUATE PROPOSALS FOR MANAGING UNDERWRITERS FOR TAX-EXEMPT AND TAXABLE440TE AV BOND FINANCING: M .� MR. DARRYL SHARPTONNAME n v. 3` 2100 AMERIFIRST BLDG., 1 SE 3 Avenue, Miami, F1 33131 '� - N `� ADDRESS 374-1574 PTRYNs— MH:si CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 45 Honorable Mayor and Members TO : of the City Commission DATE JAN 31 1995 FILE FROM : Cesa*er o City SUBJECT : Agenda Item for City Commission Meeting REFERENCES: ENCLOSURES: It is respectfully recommended that the attached resolution be approved authorizing the City Manager to issue the attached request for proposals (RFP) to solicit, evaluate, and select managing underwriters for note and bond financings, and appointing a selection committee. The City released a request for proposals for managing underwriters for note and bond financings in April 1994. Over thirty (30) proposals were received as a result of this RFP. A selection committee was appointed by the City Commission. Due to the need to recertify the minority firms the selection process has taken longer than anticipated. Numerous changes have occurred in the public finance arena recently, with several firms merging or being sold and other firms reducing their operations. The Finance Department recommends that a new Request for Proposal be distributed in order to obtain updated information and that the selection process start anew. The attached resolution request for proposals authorizes the City Manager to issue a new RFP to solicit, evaluate and select managing underwriters for note and bond financings, and appoints a selection committee. 95- 103