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HomeMy WebLinkAboutR-93-0154J-93-224 3/11/93 RESOLUTION NO. 9 3" 154 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH HOWARD GARY & COMPANY AND RAYMOND JAMES & ASSOCIATES, INC. FOR THE PROVISION OF FINANCIAL ADVISORY SERVICES TO THE CITY OF MIAMI FOR TWO (2) YEARS, WITH THREE (3) ONE- YEAR RENEWALS AT THE OPTION OF THE CITY, ALLOCATING FUNDS THEREFOR FROM APPROPRIATED CAPITAL IMPROVEMENT PROJECT FUNDS; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID SERVICES. WHEREAS, the City of Miami requires the professional services of a financial advisor to perform various tasks related to the City's Capital Improvement Program, and the issuance of debt to support said Program; and WHEREAS, proposals were received on July 31, 1992 for the provision of financial advisory services for the City of Miami; and WHEREAS, a selection committee appointed by the City Commission reviewed the submitted proposals for financial advisory services and has made a recommendation to the City Manager; and WHEREAS, the City Manager concurs with the recommendation of the seleotion committee; IAiTACHA4EPiT (5)� CONTAINED CITY coKK=O* MEETING OF MAR 1 1 1"3 Resolution No. 93- 154 Ll 0 NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Seotion 1. The reoitals and findings set forth in the Preamble to this Resolution are hereby adopted by referenoe thereto and inoorporated herein as if fully set forth in this Seotion. Seotion 2. The City Manager is hereby authorized`/ to exeoute an agreement, in substantially the attaohed form, with Howard Gary & Company and Raymond James & Assooiates , Ino . , for the provision of finanoial advisory servioes to the City of Miami for two (2) years, with three (3) one-year renewals at the option of the pity, oommenoing Ootober 1, 1992, with funds therefor hereby allooated from appropriated oapital improvement projeot f unds . Seotion 3. This Resolution shall beoome immediately upon its adoption. PASSED AND ADOPTED this 111h day of ATTE MAT HIRAI CITY CLERK effeotive Y,AVIER (L. �UAREZ , MAYOR The herein authorization is further subjeot to oomplianoe with all requirements that may be imposed by the City ' to those r -g, Attorney, inoluding but not limited p esoribed y applioable City Charter and Code provisions. - 2 - 93- 154 ,kY�- L2 PREPARRD AND APPROVED BY: CARMEN L. LEON ASSISTANT CM ATTORNEY 61 APPROVED AS TO FORM AND CORRECTNESS: �20� 4 4U A. QU CITY ATTO CLL:osk:N3503 - 3 - 93- 154 'A ­V T U_w _mm m_.31 mm m wm AGREEKENZ- THIS AGREEMENT, made and entered into this day of , by and between the City of Miami (hereinafter referred to as "THE CITY"), and a joint venture formed by the firms of Howard Gary & Company and Raymond James and Associates, Inc. (hereinafter referred to as "THE FINANCIAL ADVISOR") WITH- WHEREAS, the City Commission by Resolution No. passed and adopted _ , authorized and directed the City Manager to execute a contract for financial advisory services, and WHEREAS, The City Commission selected the FINANCIAL ADVISOR to render said services for a period of two (2) years, beginning October 1, 1992, with three (3) one-year renewals at the option of the CITY. NOW THEREFORE, the CITY and the FINANCIAL ADVISOR for the considerations hereinafter set forth, agree and covenant, one on to the other as follows: = I. - OP S2FRYI� The FINANCIAL ADVISOR shall be responsible for performing or for assisting City staff and/or bond counsel in completing the following tasks: A. REVIEW AND EVALUATION OF FINANCIAL CONDITION, POLICIES AND PLANS: _ Review the City's overall financial condition, legal requirements, and policies, with particular emphasis on the financing of capital improvements and the issuance and administration of debt. The firm shall make recommendations, as appropriate, which would enhance the marketability and rating of future bond issues, including desirable legislative amendments. Review of the City's plans for financial capital improvements as a component of the city's Comprehensive Plan and the 6-Year Capital Improvement Program. Perform other such duties as necessary, including attendance and presentation before the City Commission, city Manager and City staff for maintaining/improving creditworthiness and other related financial matters. B. DEVELOPING A FINANCIAL PLAN The firm shall help develop a plan of financing in consultation with City officials, external auditors, and bond counsel. The plan will be based on the City's capital improvement program, studies pertaining to revenue projections, and the existing corporate, financial and legal structure of the City. -= A Each issue will be analyzed on its merits, including a market test to determine its marketability. = Assists in determination of method of sale. - Coordinate selection of underwriters, if a = negotiated sale is selected. Research and advise on aspects of tax exemption and arbitrage. Assist in obtaining Internal Revenue Service rulings, if necessary. r Assist in the preparation and analysis of feasibility studies in cooperation with City officials and administrative staff, bond attorneys, — accountants, architects, engineers and other professional as requested by the issuers. Advise staff of pertinent market factors and expected trends in interest rates and yields for f= different maturity dates. 2. Discuss methods of maintaining and/or improving the City's rating with those individuals who determine the bond ratings. D. PREPARATION FOR BOND SALE Prepare a timetable and a list of duties of all parties involved in the financing and develop a time schedule for the sale of bond issues, giving consideration to cash needs, expected market conditions and availability of audited financial data. Evaluate bond covenants necessary to provide flexibility for the City and assure positive reception with rating services and investors. Carefully analyze the financing to determine the best methods of strengthening its marketability consistent with current economic and capital market conditions and rating agency criteria. Testify at validation hearings, as requested. Conduct informational meetings with the investment community, including investment bankers (dealers and dealer banks) and institutional investors (banks, bank holding companies, and insurance companies) in New York and elsewhere, if necessary, to establish bidding interest on this offering. Provide trade publications with information as to i the City's financing schedule and proposed bond sale dates. Procure bond insurance, trustee and other services = from qualified providers as instructed by City staff. _ Assist staff in answering questions of potential investors insurance companies and underwriters regarding the bond issue. MA Upon receipt of the bids or proposals for the issue, review bids and recommend to the issuer the best bid for acceptance, if any. =_ Provide the City with a debt service schedule based upon the interest rates, etc., of the winning bid. Other reasonable actions to sucessfully issue debt as requested by City staff. _g 93- 154 -3- Ask The CITY agrees to pay the FINANCIAL ADVISOR for services rendered as delineated in Section I. SCOPE OF SERVICES of this agreement in accordance with the following fee schedule subject to a minimum fee of $25,000 per bond issue, and upon successful completion of related debt issuance: Competitive Sales, $1.00/$1,000 bond Negotiated Sales, $1.25/$1,000 bond Services not related to bond sales and not covered under Section I. SCOPE OF SERVICES will be compensated at the following hourly rates: Sr. Vice President/President $150/hour Vice President $125/hour Asst. Vice President $100/hour Associate $75/hour =` Analyst $50/hour Reasonable out of pocket expenses must be approved by the City prior to incurring them in order to be reimbursed. III. GENERAL PROVISI_QNS OF THE AGREEMENT A. Terminations of the agreement for cause. If either party does not comply to the terms of the agreement, the City Manager or the FINANCIAL ADVISOR may give notice of the defaults in writing. If the defaults are not corrected within thirty (30) days from the written notice of defaults, by the City Manager or the FINANCIAL ADVISOR the agreement will be terminated. B. Changes. The City Manager may, from time to time, require changes in the scope of services of the FINANCIAL ADVISOR to be performed hereunder. Such changes, which are mutually agreed upon by and between the CITY and —`` the FINANCIAL ADVISOR shall be incorporated in written amendments to this agreement. C. Equal Employment Opportunity. The FINANCIAL ADVISOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The FINANCIAL 93- 154 -4- ADVISOR shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to race, color, religion, sex or natural origin. Such actions shall include, but not be limited, to the following: Employment, upgrading, demotions or transfers, recruitment or recruitment advertising; layoff or terminations; rates of pay or other forms of compensation, selection for training including '. apprenticeship; and participation in recreational and educational activities. The FINANCIAL ADVISOR agrees to post in conspicuous places available to employees and in applications for employment notices setting forth the provisions of this non-discrimination clause. The FINANCIAL ADVISOR will in all solicitations or advertisements for employees placed by or on behalf of the FINANCIAL ADVISOR state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The FINANCIAL ADVISOR will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or sub- contracts for standard commercial supplies or raw materials. The FINANCIAL ADVISOR shall keep such records and submit such reports concerning racial and ethnic origin of applicants for employment and employees as the Secretary of Labor of the United States requires. The FINANCIAL ADVISOR agrees to comply with such rules, regulations or guidelines as the Secretary may issue to implement these requirements. D. Both parties -shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments applicable to that Party. E. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. F. No waiver or breach or any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 93- 154 -5- G. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and to the extent they can not be so modified, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. = H. The obligations undertaken by FINANCIAL ADVISOR pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such service or any part thereof by -; another person or firm. I. FINANCIAL ADVISOR has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that he/she has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, br-.-}:erage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. J. This Agreement shall be construed and enforced according to the Laws of the State of Florida. K. FINANCIAL ADVISOR shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of FINANCIAL ADVISOR'S negligence under this Agreement, including any employee acting for and on the FINANCIAL ADVISOR'S behalf, and from and against any orders, judgements, or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. L. FINANCIAL ADVISOR is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that FINANCIAL ADVISOR will fully comply in all respects with the terms of said laws. M. CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to paragraph I hereof without penalty 93- 154 513 2 El to CITY. In that event, notice of termination of. this Agreement shall be in writing to FINANCIAL ADVISOR, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay FINANCIAL ADVISOR an amount in excess of the total sum provided by this Agreement. N. In the event that FINANCIAL ADVISOR shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then, CITY shall have the rights set out in Paragraph III A, above. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first written. ATTEST: MATTY, HIRAI CITY CLERK Attest: Corporate Secretary Attest: Corporate Secretary APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, II CITY ATTORNEY THE CITY OF MIAMI, a municipal corporation of the State of Florida: By: CESAR H. ODIO CITY MANAGER FINANCIAL ADVISOR By: _(Seal) Title By: _(Seal) Title 93- 154