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HomeMy WebLinkAboutR-81-0160q4 "SUPPORTIVE DOCUMENTS FOLLOW" RESOLUTION NO. A RESOLUTION AUTHORIZING THE CTTY MANAGER TO ENTER INTO AN AGREEMENT WITH .TAMES J. LOI,'REY AND COMPANY TO BECOME THE CITY OF MIAMI' S FINANCIAL ADVISOR RELATIVE TO FUTURE SALES OF CITY OF MIAMI BONDS FOR TWO YEARS IN ACCORDANCE WITH THE ATTACHED AGREEMENT. [WHEREAS, the City of Miami expects to continue sales of both general obligation and revenue bonds in the near future; and WHEREAS, based on review of credentials and interviews conducted as a result of recent requests for proposals for services, the Acting Director of Finance recommends that James J. Lowrey & Company be selected as the principal financial advisor for the City of Miami; FLORIDA: NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, Section 1. The City Manager is hereby authorized to enter an Agreement between the City of Miami and James J. Lowrey & Company, for the purpose of becoming principal financial advisor to the City of Miami, for a two year period, in accordance with the attached agreement. PASSED AND ADOPTED this 17 day of MARCH , 1981. MAURICE A. FERRE MAYOR ATTEST: FiRUILP�G-ONGIE, CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLARK ACTING CITY ATTORNEY "SUPPORTIVE DOCUMENTS FOLLOW" "DOCUMENT INDEX ITEM Nn 5 pt CITY COMP,i 'S)"Al N MEETlf 1% OF r ,, RMLUTION RE1tIiRK :..............«........... CITY OF MIAMI. FLORIDA �• INTEROFFICE MEMORANDUM TO Richard L. Fosmoen City Manager _ o FROM Carl$6 E. Garcia _-.Acting Director of I e DATE March 5, 1981 VILE Resolution for City Commission Agenda REFERENCES ENCLOSURES } It is recommended that the attached Resolution be adopted b the City Commission to enter into c� P Y S an Agreement with James J. Lowrey & Company, to provide financial advisor services to the City. The City is in need to contract services of a financial advisor so a plan for future bond sales is prepared. Such a plan would include the following: 1. Assess future financial needs of the City and determine a long-term financial plan to best accomplish the financing of such needs. 2. Assist the City in all aspects of planning the financing of City projects. 3. Recommend the type of debt obligation which the City should issue for each financing. 4. Recommend the method of sale of City issues, i.e., competitive sale, negotiated sale, private placement, etc. Make recommendations as to the acceptance of competitive bids or, in the event of a negotiated sale, negotiate on behalf of the City all terms and conditions of sale with the underwriting syndicate. S. Advise as to the most advantageous terms and conditions of each City issue and the timing of sale of such issues. 6. Provide assistance to the City in the composition of the official statement, which shall conform to current acceptable disclosure guideline standards so as to attain the most favorable interest rates on the City issues. 7. Asssist in all presentations to the rating agencies whether at the time of sale of a City issue or at other times. O C 8. Conduct information meetings with institutional investors and underwritin O C syndicates to explain the merits of. the City's financial condition. no o9. Develop and implement a marketing plan for the City issues. 0 rn 70 10. Provide in writing their reasons for recommending any financially -related » z matters, including acceptance of the bid on the issues. C C/)rn 11. Identify and provide the City with a target list of institutional investors, commercial banks and the underwriting firms and direct an informational program favorable to the City toward such institutions. ``1 Richard L. Fosmoen - 2 - March 5, 1981 12. Assist the City in any other areas relating to financial matters. Because of their knowledge in the field of financing, James J. Lowrey & Company should be able to save the City millons of dollars over the life of the issues by improving the reputation of the City in the Credit market, by selecting optimal time and type of obligation to sell, by increasing the number of bidding underwriting syndicates, by improving or preventing deterioration of the City's credit rating and by informing the institutional investors of the financial soundness of the City. Fees for these services will consist of a retainer of $50,000, a year, or $1.25 per $1,000 of bonds sold which will be an offset against the retainer. The Retainer for the first year will be reduced to $15,000, due to the fact that the City already has a contract in the amount of $35,000, for services regarding the Parking Garages. Fees based on bonds sold will be a legitimate charge against the bond pro- ceeds. If the retainer fee is not totally absorbed by the fees computed on the bond sales, funds will have to be appropriated in the general fund to cover such amounts. CEG:hb "SUPPORTIVE DOCUMENTS FOLLOW" c A G R E E M E N T This Agreement made this day of , A.D., by and between the City of Miami, a Municipal Corporation of the State of Florida, hereinafter called the "City", and James J. Lowrey i Co., Incorporated, a Delaware Corporation, hereinafter called the "Advisor". W I T N E S S E T H: WHEREAS, the Advisor is engaged in providing financial advisory services to public entities and has experience and skill in financing and provides consulting services relating to planning, preparing and assisting in the sale or placement of taxable and tax-exempt 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'') will cause the Projects to be financed by issuance of bonds, notes, loans or other financial contra:•% (collectively, the "Financings"); WHEREAS, 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. , dated approved James J. Lowrey b Co., Incorporated, 100 Wall Street, New York, N. Y. 10005 (212) 363-2000, as the principal financial advisors for the City of Miami; and "SUPPORTIVE DOCUMENTS FOLLOW 40 -z- WHEREAS, James J. Lowrey 6 Co., Incorporated has offered to make its financial advisory services 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. Make representatives of James J. Lowrey b Co., Incorporated as needed, available to the City, at reasonable times, in order to advise on all financially related matters, assist and take necessary actions preparing financing plans and effecting prompt sales. B. Provide specific recommendations in all Financings for the following: 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 r disclosure guideline standards, so as to make the most favorable Q full and accurate disclosure to the rating agencies and underwriters. 1 Z -- U D. Join the City staff in 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 on 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 underwriters, as required. G. Assist the City in the development of a market for the bonds or notes. H. On the day of the sale, the Advisor will advise the City as to the best bid received based upon the verification of bids by the Advisor and will recommend an award which, in its 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 anj 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. "SUPPORT 11VE FOLLOW SECTION II - CITY'S SERVICES A. The City will cooperate fully with the Advisor and will provide services and information to ensure a timely and cost-effective method for the Financings of the Projects, as follows: 1. If necessary, provide a Project Director who will act as a liaison between the Advisor and the City Manager on all matters pertaining to this Agreement. 2. Furnish reports and other documents prepared by staff 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 issues and other short-term financings, including fees of bond counsel, fees of tax counsel, accountants fees, rating agencies' fees, printing costs of bonds, notes and official statement. B. The City reserves the right and privilege of engaging other financial consultants for any other Financings. SECTION III - COy2ENSATION FOR SERVICES A. The City shall 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 manual aum of $ 50,_000.00 , payable quarter -annually in advance commencing April 1, 1981 ; and (b) As any Financing has been consummated, an amount computed by multiplying the aggregate principal amount of such e. Financing by $1.25/$1,000; subject to a minimum fee of $35.000 per Financing. "SUPPORTIVE DOCUMENTS FOLLOW" (c) Any amounts paid pursuant to paragraph (b) during the period of the Agrement, shall be credited against the next 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 and necessary out-of-pocket expenses, including costs of travel incurred in connection with the services pertaining to this Agreement; provided, however, that such out-of-pocket expenses shall be payable only to the extent that the Advisor furnishes to the City, upon request, reason- ably satisfactory documentation of such expenses. SECTION IV - TERM 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 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 agreement. SECTION V - INDEPENDENT CONTRACTOR The Advisor at all times shall not be considered, 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. "SU � �ORTIVE DOCUMENTS FOLLOW" -6-- SECTION VI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the City and Advisor and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument by both the City and Advisor. SECTION VII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the date and year first above set forth. ATTEST: Secretary ATTEST: City Clerk Approved as to Content: Project Director James J. Lowrey b Company, Inc. By The City of Miami, (a municipal corporation of the State of Florida By Approved as to Form and Correctness: City Attorney