HomeMy WebLinkAboutR-84-0422J-84-348
4/5/84
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RESOLUTION NO. 84-422
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE THE ATTACHED AMENDMENT #1 TO
THE CURRENT CONTRACT WITH J A M E S J.
LOWREY AND COMPANY, FINANCIAL ADVISORS,
TO EXPAND THE SCOPE OF SERVICES TO
INCLUDE SERVICES SPECIFICALLY REQUIRED
FOR THE SOUTHEAST OVERTOWN-PARK WEST
PROJECT AND TO ALLOW FOR ADDITIONAL
COMPENSATION NOT TO EXCEED $50,000 PER
YEAR USING AVAILABLE FUNDS THEREFOR FROM
THE SOUTHEAST OVERTOWN/PARK WEST PROJECT
WHEREAS, James J. Lowrey and Company has been financial
advisor to the City of Miami since March 1, 1981; and
WHEREAS, the financing of the Southeast Overtown/Park
West Project must be compatible with the City's other
financing effort; and
WHEREAS, James J. Lowrey and Company has extensive
experience with the City's Administrative Staff; and
WHEREAS, James J. Lowrey and Company is nationally
known for its expertise and ability for developing financial
plans; and
WHEREAS, the rates offered by James J. Lowrey and
Company to the City are consistent with industry standards;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute the attached Amendment #1 to the current contract
with James J. Lowrey and Company, financial advisors, to
expand the scope of services to include services specifically
required for the Southeast Overtown/Park West Project and to
allow for additional compensation not to exceed $50,000 per
year using available funds therefor from the Southeast
Overtown/Park West Project.
CITY COMINSISSION
r4EUING OF
A P R 5 1984
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PASSED AND ADOPTED this day ofApril 1984.
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} PREPARED AND APPROVED BY:
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CLARK
DEPUTY CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
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TY ATTORNEY
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AMENDMENT #1
THIS AGREEMENT entered into this day of
1984, by and between the CITY OF MIAMI, a municipal corporation
of the State of Florida, hereinafter referred to as "CITY", and
JAMES J. LOWREY & CO., INC., a Delaware corporation, hereinafter
referred to as ADVISOR.
WITNESSETH
WHEREAS, the parties hereto entered into an Agreement for
financial advisory services on March 27, 1981. A copy of that
Agreement is attached hereto and made a part hereof as Exhibit
"A" , and
WHEREAS, Section IV - Term of such Agreement provides for
the extension of that Agreement upon agreement on the fees for
future periods, and
WHEREAS, the parties desire to extend the original Agreement
from April 1, 1983 to April 1, 1984 and have agreed that the fees
for this extension shall remain as provided for in the original
Agreement, Section III Compensation of Services.
NOW THEREFORE, in consideration of the promises contained
herein and in the original Agreement of March 27, 1981, the
parties agree as follows:
A. Section IV Term of the original Agreement shall be
modified to read as follows:
This Agreement shall commence on April 1, 1983 and
shall terminate April 1, 1984. Fees for services
provided during this period shall be as set forth in
Section III Compensation for Services, and providing
t at (a) this Agreement may be extended upon agreement
on the fees for future periods; and (b) each party
shall have the right to terminate this Agreement at any
time; any such termination to become effective upon
written notification by the party terminating to the
other party.
The Advisor will not be entitled to any fees on bond
sales occurring after the termination of this Agree-
ment.
is
B. Sect ion .I Basic Services, shall be modified to
include the following additional. provision;
L. The Advisor shall provide financial consulting services
to the CITY, specifically for. the Overtown Parkwest
Project. The services shall include but not be limited
to:
1. Providing guidance and assistance in developing an
overall financing plan.
2. Providing guidance and assistance in developing
various financing strategies.
3. Perform financial and credit analysis related to
various funding components and elements.
4. Review for accuracy, completeness and content all
documents relating to financing and the issuance
of securities.
5. Evaluate all financial proposals submitted by
lending institutions or other organizations
providing financing.
6. Provide all. those services to this project that
are set North in Section I of this original
contract.
7. Assist ill negotiations with any lender or provider
or funds.
8. Assist in the development and evaluation of
proposals for the selection of underwriters and
other financial. agents.
9. Evaluate all proposals by developers for financial
feasibility.
10. Provide such other financial consulting advice and
support as may be required by the City.
C. Section III - Compensation for Services, subsection (A)
of the original Agreement shall be modified to include the
following additional provision:
C. The CITY agrees to pay ADVISOR for services rendered,
pursuant to Section B of this Amendment, in accordance
with the provisions of this Section.
1. The time of all professional personnel is billed
for actual hours worked in accordance with the
"Schedule of Hourly Billing Rates", which states
as follows:
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SCHEDULE OF HOURLY BILLING RITES
CLASS I PERSONNEL
Category
Hourly
Rate
Billing Policy
Consultant I
$150
Time of all Class I
Consultant II
$125
personnel is billed at
Analyst
$100
the hourly rate for
Programmer
$ 75
time worked. Travel
Researcher
$ 50
time is not billed and
there is no overtime
with one exception.
Time required to be
spent outside of New
York City between 6:00
P.M. Friday and 6:00
-
A.M. Monday is billed
at double the hourly
rate, including travel
time. No clerical or
secretarial time is
ever billed.
CLASS II PERSONNEL
Category
Hourly
Rate Billing Policy
Chairman
$250 Time of all Class II
President
$150 personnel is billed at
Executive Vice
the hourly rate for
President
$150 time worked in 14ow York
Market Consultant $150 City. Time of all
Class II personnel is
billed at double the
hourly rate for hours
worked outside of New
York City at the
client's request,
including travel time.
2.
For services rendered in connection with the
issuance of securities, a transaction completion
fee is charged. The transaction completion fee
shall be Fifty Cents ($.50) per $1,000 of aggre-
gate principal amount securities sold. There
shall be no minimum transaction fee.
3.
All reasonable and necessary out-of-pocket
expenses in accordance with the terms of the
original contract, are billed at cost.
4.
Fees pursuant to Section III shall not exceed
$50,000 during a contract year without the
specific approval of the City.
5.
Statements related to hourly billings and
out-of-pocket expenses are mailed monthly and are
payable within 30 days. Transaction completion
fees, if any, are due and payable within 30 days
of the closing. Other payment arrangements may be
implemented with the mutual consent of the CITY
and the ADVISOR.
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84-4 22
ii
'i
SCHEDULE OF HOURLY BILLING RATES
CLASS I PERSONNEL
Hourly
Category Rate Billing Policy
Consultant I $150 Time of all Class I
Consultant II $125 personnel is billed at
Analyst $100 the hourly rate for
Programmer $ 75 time worked. Travel
Researcher $ 50 time is not billed and
there is no overtime
with one exception.
Time required to be
spent outside of New
York City between 6:00
P.M. Friday and 6:00
A.M. Monday is billed
at double the hourly
rate, including travel
time. No clerical or
secretarial time is
ever billed.
I CLASS II PERSONNEL -
i
Hourly
Category Rate Billing Policy
Chairman $250 Time of all Class II
President $150 personnel is billed at
Executive Vice the hourly rate for
--
President $150 time worked in New fork
=
Market Consultant $150 City. Time of all
Class II personnel is
billed at double the
hourly rate for hours
worked outside of New
York City at the
client's request,
-
including travel time.
2. For services rendered in connection with the
=
issuance of securities, a transaction completion
fee is charged. The transaction completion fee
-
shall be Fifty Cents ($.50) per $1,000 of aggre-
gate principal amount securities sold. There
shall be no minimum transaction fee.
3. All reasonable and necessary out-of-pocket
-
expenses in accordance with the terms of the
original contract, are billed at cost.
4. Fees pursuant to Section III shall not exceed
$50,000 during a contract year without the
specific approval of the City.
5. Statements related to hourly billings and
out-of-pocket expenses are mailed monthly and are
payable within 30 days. Transaction completion
fees, if any, are due and payable within 30 days
of the closing. Other payment arrangements may be
implemented with the mutual consent of the CITY
and the ADVISOR.
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IT IS FURTHER. UNDERSTOOD AND AGREED THAT ALL OTHER CON-
DITIONS OUTLINED UNDER THE ORIGINAL, AGREEMENT SHALT., REMAIN IN
FULL FORCE; AND EFFECT WITHOUT MODIFICATION.
IN WITNESS WHEREOF, the said parties hereby have, through
their proper corporation officials, executed this Agreement the
day and year first written above.
ATTEST:
Secretary
ATTEST:
i
RALPH G. ONGIE
City Clerk
JOSE GARCIA-PEDROSA
City Attorney
AV/wpc/pb/004
JAMES J. LOWREY & COMPANY, INC.
Mr
President
(SEAL)
THE CITY OF MIAMI, a muncipal
corporation of the State of
Florida
By
HOWARD V. GARY
City Manager
84-422
CITY OF MIAM1, FLORIDA f
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INTER -OFFICE MEMORANDUM
To. Honorable Mayor and DATE: January 27, 1984 FILE:
Members of the City
Commission susJECT: Overtown-Parkwest Financial
Advisor - Amendment to J.L.
Lowery Contract
FROM: REFERENCES:
Howard V. Gary
City Manager ENCLOSURES:
It is recommended that the City
Commission authorize the City
Manager to amend the current
contract with J. L. Lowery and
Company, Financial Advisors, to
expand the scope of services to
include services specifically
required for the Overtown-Parkwest
Project and to allow for additional
compensation.
BACKGROUND:
In March 1981, the City entered an agreement with James L.
Lowery and Company to provide general financial advice and
assistance to the City regarding the issuance of certain
debt instruments.
The fee schedule is based upon the issuance of general
obligation bonds and is considered very low for the
industry. The contract does not provide for support for
special projects such as Overtown Parkwest.
The financing of the Overtown Parkwest project is quite
complex, will require considerable research and effort and
must be compatible with the City's other financing efforts.
It is requested that the contract with J. L. Lowery be
amended to include Overtown-Parkwest since they have
extensive knowledge and experience with the City and they
are nationally known for their expertise and abilities in
this area. Since the volume of work required could not be
determined, an hourly schedule for billing was established.
The rates are consistent with industry standards.
Additionally, a "transaction; completion fee" (to be paid
only if bonds are sold) is included at a fee substantially
below industry standards.
Extension of this contract will help assure the City will
develop and implement the most appropriate financing
package for the Overtown-Parkwest project.
84-422
A G R E E M E N T
A-n--
by and between the City of'lllami, a Municipal Corporation of the
State of Florida, hereinafter called the "City", and James J. Lowrey
& Co., Incorporated, a Delaware Corporation, hereinafter called the
"Advisor".
W I T N E S S E T B :
U'HERT-AS, the Advicor ir c-.nr,.nrcd in providing financial advisory
services to public eIjcj livi; expericTicc and chill in financing
and provi'des, consulting glervicr-:; reirLng to planninF,, prcparing
and assisting in the talc or pIncemcnt of trxablc rnd tay-cxr--npt
bond issues, note issues and loans;
WHEREAS, the City is responsible for the acquisition,
construction, financing, disposition, use, operation and maintenance
of projects (the "Projects") associated with providing basic services
to residents of the City;
WHEREAS, the City or other entities ("Project Corporations")
Grill cause the Projects to be financed by issuance of bonds, notes,
loans or other financial contra;,-q (collectively, the "Financings");
WHERT-kS, it is in the best interests of the City to engage
the services of an external financial advisor; and
WHEREAS, the City, by Resolution No.V-1Cq dated M)Nct n,tri%l
approved James J. Lowrey & Co., Incorporated, 100 Wall Street, New York,
N. Y. 10005 (212) 363-2000, as the principal financial advisors for the
City of Miami; and
I
. 2 ..
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WHEREAS, James J. Lowrey 6 Co., Incorporated has offered to
make its financial advisory cervices available to the City in connection
with the Financing of the Projects,
NOW, THEREFORE, the City and the Advisor for the considerations
hereinafter set forth, agree and covenant, one unto the other as follows:
SECTION 1 — BASIC SERVICES
The Advisor hereby agrees to perform all necessary financial
consulting services in connection with the Financing of the Projects,
.Including. but not limited to, the following actions:
A. tinkc rcPr, crcntativ('r, of Ta,_mcr J. 1 ouTcy & Co., Incorporated
as needed, a��.#i,l.,<.��ic t,c9 the Ci,vy, r1.t rca.:erirb7r timcc, in order to
advise on all financls lly rclatcd r, si:,t �,nd take ncccssary
actions prepa.rinI g financing plans and effecting prompt sales.
S. Provide specific recommendations in all Financings for
the followirig:
1. Aggregate principal amount of bonds to be issued
• 2. The timing of the offering and form — bonds or
bond anticipation notes
3. The definitive structure of the bond issue —
maturity, range, serial and/or term bonds
4. Optional redemption provisions
S. Method of sale of bonds and recommendations on the
selection of an underwriting group in the event of
a negotiated sale
C. Provide assistance to the City in the composition of
the official statement, which shall conform to current acceptable
disclosure guideline standards, so as to snake the most favorable
full and accurate disclosure to the rating agencies and underwriters.
g4-422-
D. Join the City staff is the presentation of the bond issues
to the rating agencies for the purpose of obtaining the best possible
rating on the bonds.
E. Advise the City can the method of sale of the
bonds. It is understood that the Advisor will not participate, either
directly or indirectly, as an underwriter in the sale of the bonds.
F. Assist the City in the preparation of appropriate
informational meetings to fully describe the bonds or notes to the
proposed undersw-riters, as required.
G. Assist: the City in the development of a market for the
bonds or notcs.
H. On the &E,), of' the rnic:, the ACivisor will Zadvi.ra the City
as to the best bid rcc civcci Z ;,;,c:d upon the vcrificE tlon of bids by the
Advisor and will res:orrrmcnd nn award which, in i.ts judgement, is in the
best interest of the City.
I. Assist in the preparation and review of all necessary
closing documents.
J., In the area of short-term financing, provide the City
with advice, guidance and assistance in bond anticipation note issues
and bank loans.
K. Participate in the Financing with other consultants and
legal counsel as the City may retain. In this connection, the Advisor
shall be entitled to rely upon the information anO Bata furnished by the
several consultants with respect to matters pertaining to their fields
and upon counsel with respect to disclosure matters pertaining to the
legality and tax-exempt status of the Financings.
84-422
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SECTION IT - CITY'S SERVICES
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A. The City will cooperate fully with the Advisor and will
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provide Der -vices And infor"tian to ensure A timely and cost—effective
method for the Financings of the Projects, AS fDl—'CrWX:
11-1-
1. If necessary, provide n Project Director Who Wi.11
act as a liaison between the Advisor and the City Manager
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on all mAtters pertaining to this Agreement.
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2. Furnish reports And other documents prepared by staff
LF
or by consultants about the Projects to the Advisor
at no cost to him.
3. Pay for all costs of the bond and bond anticipation
note Issuer and other short --tern financings, Including
fees of bond counsel, fees of trx count-Cl, F ccountants
fees, rntin�, rigcncicr' fear, print'int, costs of bonds,
notes rnd offlclzl
B. The City rcsc7-vcs the rlght and, privilege of engaging other
financial consultants for my other Tinancings.
SECTION III CO!TEINSATION FOR SERVICES
A. -The City &hall pay or cause to be paid to the Advisor a
financial advisory fee as compensation for its services under this
Agreement on the following basis and in the following amount.
(a) The annual a= of $ 50,000.00 , payable quarter—nually
In advance co=encing April 1, 1981 and
(b) As any Financing has been consim=.ated, an amount
computed by multiplying the aggregate princtpal amount of such
Financing by $1.25/$1,000; subject to a minimum fee of $35,000 per
Financing.
84-422
0.5_
(c) Any amounts paid pursuant to paragraph (b) during the
period of the Agrement, shall be credited against the neat subsequent
quarterly payments under paragraph (a), until the credit is exhausted.
(d) Parking Garages fees of $35,000 covered under separate contract
will be credited against the amount to be paid pursuant to paragraph (a).
B. In addition to such fees, the Advisor shall be paid quarterly,
its reasonable zed necessary out-of-pocket expenses, including costs of
travel insured in connection with the services pertniining to this Agrement;
provided, hev-cvcr, that ruch o"t•-of-pocl:,ct c:x crises shall be payable only
to the extczit th t the lc visor furnishes to the City, upon request, reason-
ably satisfactory document ration of such expenses.
SECTION IV - TER,
This Agreement shall commence on April 1, 1981, for a two-year
period; and, providing that (a) this Agreement may be extended upon agree-
ment on the fees for future periods; and (b) each party shall have the right
to terminate this Agreeme::r at any time; any such termination to became
effective upon written notification by the party terminating to the other
party.
The advisor 4ill not be entitled to any fees on bond sales occurring
after the termination of this agreement.
SECTION V - INDiPENTEITT CON-rRAC'T'OR
The Advisor at all times shall not be cons:.dered, and is not to be
deemed to be an employee, or an official of the City, and in performance
under this Agreement is acting only as an independent contractor in an
advisory capacity to the City.
84-422
ITS
SECTION VI - EXTENT OF _AGREEMENT
This Agreement represents the entire and integrated Agreement
between the City and Advisor and supersedes all prior negotiations,
representations or Agreements, either vrritten or oral. This Agreement
may be azended only by written instr=ent by both the City and Advisor.
SECTION VII - CONSTP,13MON OF ACRFDMU
The parties hereto agree that this Agreement shall be construed
and enforced according to the J.r.ti^, syt:at:utcs and case law of the State
of Florida.,
WI,i�FSS ::ZOF, the parties hereto have, throe their proper
corporate official., executed this Agreement, the date and year first
above set forth.
ATTEST: '
^),�, Lc.
Secretary
T:
Cit erk
Approve to Content:
I ( wfl�
Projec ector
a
James J. Lowrey b Cortrpan , Inc._
9y l�—
The City of Hismi, (a municipal
corporate f tate of Florida
By
proved as to FCorrectness:
Attorney Jr%�
84-42