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11/14/80
FCCL1.0 VV„
RESOLUTION NO.
A RESOLUTION APPROVING THE AGREEMENT NEGOTIATED
BY THE CITY MANAGER AND JAMES J. LOWERY & COMPANY,
INC., FOR FINANCIAL ADVISORY SERVICES FOR PRO-
POSED DOWNTOWN GOVERNMENT CENTER PARKIN(, PROJECT
AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
AGREEMENT IN THE AMOUNT OF $45,000, USING THE
PARKING CAPITAL PROJECTS FUND IN AN AMOUNT NOT TO
EXCEED $10,000 TO COVER COST OF OUT-OF-POCKET
EXPENSES AS MAY BE INCURRED WITH THE REMAINING
FUNDS TO COMPLETE THE WORK UNDER SAID AGREEMENT
BEING CONTINGENT UPON FUTURE ALLOCATION BY THE
CITY COMMISSION.
WHEREAS, the City proposed to construct a multi -story
public parking facility in the Downtown Government Center;
and
WHEREAS, the City has allocated approximately $15,000
from the Parking Capital Projects Fund to provide financial
advisory services for said project; and
WHEREAS, it was necessary for the City to engage a finan-
cial consultant to assist the City in arranging for financing
of said project; and
WHEREAS, the City Commission, by Resolution No. 80-798,
dated October 30, 1980, approved the selection by the City
Manager of James J. Lowery & Company, Inc., as the most quali-
fied firm to provide financial advisory services for public
parking facility in the Downtown Government Center; and
WHEREAS, the City Commission, by the same Resolution No.
80-798, dated October 30, 1980, authorized the City Manager to
negotiate the herein Agreement with said firm to provide finan-
cial advisory services for the proposed Downtown Government
Center Parking Facility project and requested that said negoti-
ated Agreement ht� presented for formal ratification and approval;
NOW, THEREFORE, BE IT RESOLVED aj�,r{���t�I�IS� �9F THE
�JU 11�_,, t t
CITY OF MIAMI, FLORIDA:
ITft��i.�
Section 1. The City Manager is hereby authorized to exe-
cute the attached Agreement between the City and James L.
t4:1::"1'1NG OF
Lowery & Company, Inc., to provide financial advisory services
for the proposed parking structure in the Downtown Government
Center, in accordance with the terms, conditions and provis-
ions of said Agreement, using funds therefor not to exceed
$10,000 from the Parking Capital Projects Fund.
Section 2. The remainder of funding for the herein
_ contract is contingent upon the City Commission's future
allocation of funds.
PASSED AND ADOPTED this 26 day of=.ovember , 19806
`'L RICE A. FERRE
M A Y 0 R
ATTEST:
CITY CLERK
PREPARED AND APPROVED BY:
JOHN J. COPELAN, JR.
Assistant City Attorney
APPROVED AS TO -FORCE -AND CORRECTNESS:
G_EOftG5f F. KNOX, JR.•
City lvttorney
AGREEMENT
THIS AGREEMENT made this day of ► A.D. +
by and between THE CITY OF MIALMI, 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 H
WHEREAS, the CITY proposes to construct a multi -story
public parking facility in the Downtown Government Center,
hereinafter called "PROJECT"; and
WHEREAS, the CITY contemplates financing the PROJECT by
issuance of bonds, notes or evidences of indebtedness, hereinafter
called the "Financing"; and
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. 80-798, dated
October 30, 1980, approved James J. Lowery & Co., Incorporated,
100 Wall St., New York, N.Y. 10005 (212) 363-2000, as the most
qualified firm to provide financial advisory services; and
WHEREAS, James J. Lo:•iery & Co., Incorporated, has offered
to make its financial advisory services available to the CITY' in
connection with the Financing of the PROJECT;
NOW, THEREFORE-, the CITY and the ADVISOR for the
considerations hereinafter set forth, agree and covenant, one
unto the other as follows:
SECTION I - BASIC SERVICES
The ADVISOR hereby agrees to perform all necessary financial
consulting; services in connection with the Financing of the PROJECT,
includin,3, but not Iimited to, the following actions:
F OL
1 80-860
A. Make James J. Lowrey and such other members of the
staff, as needed, available to the CITY, at all reasonable times,
in order to advise, assist and take necessary actions preparing
financing plans and effecting prompt sales.
B. Provide specific recommendations in each bond issue
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
5. Method of sale of bonds and recommendations on the
selection of an underwriter 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 make the most favorable
full and accurate disclosure to the rating agencies and underwriters.
D. Join with 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 means of conducting the 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. Assi:t 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 hest hici received based upon the verification of bids
by the ADVISOR and' will recommend an award which, in its judgment,
is in the best interest of the CITY,
SLRP,,0RTIVE
FGL.L r.
f #
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 CITE' may retain. In this connection,
the ADVISOR shall be entitled to rely upon the information and
data furnished by the several consultants with respect to matters
pertaining to their fields anO upon counsel with respect to
disclosure matters pertaining to the legality and tax-exempt
status of the Financing.
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 Financing of the PROJECT, as follows:
1. 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 this PROJECT to
the ADVISOR at no cost to him.
3. Pay fir 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 this or any other CITY project
or projects.
SECT1OI7 III - COIIPI:NSATION FOR SERVICES -
A. The ADVISOR :shall. be paid as compensation for his services
under this Agreement, at such time as the Financing has been issued
for this PROJECT, 'a lump sum fee not to exceed THIRTY-FIVE: THOUSAND
AND NO/100 DOLLARS ($35,000.00).
B. The ADVISOR shall be paid his reasonable and necessary
Ojt=of-Pocket Expenses in connection with the performance of his
services under this Agreement for this PROJL'CT in an amount not
to exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00).
SECTIOII IV - PAYb1I;NTS
A. The CITY will pay the ADVISOR for his services under
this Agreement only after the follo•::inq events have occurred:
1. The financing for this PROJECT' has been issued.
2. The ADVISOR presents his invoice for the lump sura
fee to the CITY in the amount specified in
SECTIO14 III A. hereinabove.
'
B. The CITY will pay the ADVISOR for his Out -of -Pocket
Expenses, upon request, provided that the ADVISOR furnishes
reasonably satisfactory documentation of such expenses and provided
that the aggregate amount of such expenses does not exceed the
lump sum amount specified in SECTION III P. hereinabove. ,
SECTION V - TEet:;
This Agreement shall be in force and effect for a period
from the date of execution hereof until the sale and delivery
of the Bonds, provided, ho%,ever, the CITY shall have the option,
at any time, to terminate this Agreement in its sole discretion
by giving notice to the ADVISOR at least thirty (30) days prior
to any such termination. In the event of such termination, the CITY
shall be obligated to reimburse ADVISOR for his actual Out -of -Pocket
Expenses incurred in the performance of his duties hereunder.
SECTION VI - INDE':PENDENT CONTRACTOI•'.
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.
SECTIO14 VII - TEJI)I?'•ltJTf1CA'i lOIJ
A. The CITY sh,,ll indemnify the ADVISOR against any loss,
liability or exl:t.,nse due to tho misstatement or omission or
alleged misst,temrnt or omission in any official statement or
other disclurure document is:-;ued for use in connection with the
Financinq, except for any such r.iisst, tement or omission or allegation
thereof based upon information relating to the ADVISOR furnished
., -
to the CITY in writing by the ADVISOR expressly for use in
connection with the prep..ration of any official statement of
disclosure document relating to such Financi.nr7.
B. The ADVISOR shall indemnify the CITY against any Such
losses, liability or e:•;nense arising by reason of any such
information relating to the ADVISOR furnished in writing by the
ADVISOR exhr.essl_' for such use.
C. In the case of any legal proceedings in respect of
which indemnification may be sought hereunder, the indemnifying
party shall assume the defense thereof with counsel satisfactory
to the indemnified party.
SECTION VIII - EXTENT OF AGREEMENT
This Agreement represents the entire and integrated
Agreement between CITY and eADVISOR and supercedes all prior
negotiations, representations or Agreements, either written or
oral. This Agreement may be amended only by written instrument'
by both CITY and ADVISOR.
SECTION IX - CONSTRUCTION OF AGREEIMENT
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 '4HEREOF, the parties hereto have, through their
proper corporate officials, executed this Agreement, the day
and year first above set forth.
ATTEST: James J. Lowery &_Co., Inc rporated
Secretary
ATTEST: THE CITY OF 1-11A .T (,i municipal
corporation of the Suite of Florid.i)
By:
City Clerk r City Manager
APPROVED AS TO CONTENT APPROVED AS TO rollm & CORRECTNESS
Project Director
City Attornoy
-5-
A G R E is M E N T
THIS AGREEMENT made this day of
by and between THE CITY OF MIA?ti , a Municipal Corporation of the
state of Florida, hereinafter called the "CITY", and
I--
JAMES J. LOWREY & CO., INCORPORATED, a Delaware Corporation,
hereinafter called the "ADVISOR". '
W I T N E S S E: T ii
WHEREAS, the CITY proposes to construct a multi -story
public parking facility in the Downtown Government Center,
hereinafter called "PROJECT"; and
WHiRLAS, the CITY contemplates financing the PROJECT by
issuance of bonds, notes or evidences of indebtedness, hereinafter
called the "Financing"; and
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. 80-798, dated
October 30, 1980, approved James J. Lowery & Co., Incorporated,
100 Wall St., New York, N.Y. 10005 (212) 363-2000, as the most
qualified firm to provide financial advisory services; and
WHEREAT', James J. Lowery & Co., Incornor.ited, has offered
to make its financial advisory services available to the CITY in
connection with the Financing of the PROJECT;
NOW1 THEREFORE, the CITY and the ADVISOR for the
considerations hereinafter set forth, agree and covenant, one
unto the other as follows:
SECTICAI I - Btt IC SERVICES
ADVISOR hereby agrees to perform all necessary financial
consultiiiy services in connection with the Financing of the PROJECT,
incl.udin,3, but not limited to, the following actions:
liSt.1 p nr)RTIVE
i
A, Make James J, Lowrey and such other members of the
staff, as needed, available to the CITY, at all reasonable times,
in order to advise, assist and take necessary actions preparing
financing plans and effecting prompt sales.
B. Provide specific recommendations in each bond issue
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
5. Method of sale of bonds and recommendations on the
selection of an underwriter 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 make the most favorable
full and accurate disclosure to the rating agencies and underwriters.
D. Join with 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 means of conducting the 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 judgment,
is in the best interest of the CITY.
Ce4-y !
F01_1_� ,
� r
t. Assist in the pteparation 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 and
data 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 Financing.
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 Financing of the PROJECT, as follows:
1. 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 this PROJECT 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 Coun_>c.l, 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 this or any other CITY project
or projects.
SIECTION III _ COMPER"ATION FOR SERVICEES
A. The ADVI::OR shall be paid as compensation for his services
under this AcIrcemont, at such time as the Financinq has been issued
for this 111Z0.7T.C7', 'a lump sum foo not to exceed THIRTY-FIViE THOUSAND
AND NO/100 DOLLARS ( $35, 000. 00) .
s
- 3- f ,
L
g, The ADVISOR shall be paid his reasonable and necessary
Out -of -Pocket Expenses in connection with the performance of his
services under this Agreement for this PROJECT in an amount not
to exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00).
SECTION IV - PAYI.11".14TS
A. The CITY will Fray the ADVISOR for his services under
this Agreement only after the following events have occurred:
1. The financing for this PROJECT has been issued.
l��i��,•.��.����1�/ 2. The ADVISOR presents his invoice for the lump sum
(^��y�� fee to the CITY in the amount specified in
l...i'a j
„ SECTION III A. hereinabovc .
FOL.LO��',/
B. The CITY will pay the ADVISOR for his Out -of -Pocket
Expenses, upon request, provided that the ADVISOR furnishes
reasonably satisfactory documentation of such expenses and provided
that the aggregate amount of such expenses does not exceed the
Jump sum amount specified in SECTION III B. hereinabove. ,
SECTION V - TERX
This Agreement shall be in force and effect for a period
from the date of execution hereof until the sale and delivery
of the Bonds, provided, however, the CITY shall have the option,
at any time, to terminate this Agreement in its sole discretion
by giving notice to the ADVISOR at least thirty (30) days prior
to any such termination. In the event of such termination, the CITY
shall be obligated to reimburse ADVISOR for his actual Out -of -Pocket
Expenses incurred in the performance of his duties hereunder.
SECTION VI - INDEPENDI N'I' 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.
SECTION VII - II1DEMIJIFICA`I'IMI
A. Thu CITY shall indemnify the ADVISOR against any loss,
liability or expens,2 due to the misstatement. or omission or
alleged misstatement or omission in any official statement or
other disclosure document issued for u„o in connection with the
Financing, except for any such misstatement or omission or allegation
thereof based upon information relating to the ADVISOR furnished
to the CITY in writing by the ADVISOR expressly for use in
connection with the prepr.ration of any official statement or
disclosure document relating to such Financing.
B. The ADVTSOR shall indemnify the CITY against any such
losses, liability or expense arising by reason of any such
information relating to the ADVISOR furnished in writing by the
ADVISOR expressly for such use.
C. In the case of any legal proceedings in respect of
which indemnification may be sought hereunder, the indemnifying
party shall assure the defense thereof with counsel satisfactory
to the indemnified party.
SECTION VIII - EXTENT OF AGREEMENT
This Agreement represents the entire and integrated
Agreement between 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 CITY and ADVISOR.
SECTION IX - 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 day
and year first above set forth.
ATTEST: James J. Lowery Co., IgVorporated
. �. By
Secretary
ATTEST: THE CITY OF MIAMI (a municipal
corporation of the State of Florida)
City Clerk
APPROVED AS TO CONTENT
Project Dirc-ctor
k
-5-
Bv.
City Manager
APPROVED AS TO FOR:! & CORRECTNESS
City Attorney
4
A G R E E !4 E N T
THIS AGREEMENT made this day of , A.b.,
by and between THE. CITY OP MIAP•1I, a Municipal Corporation of the
State of Florida, hereinafter called the "CITY", and
JAMES J. LOWREY & CO., INCORPORATL•'D, a Delaware Corporation,
hereinafter called the "ADVISOR".
W I T N E S S E T It
WHEREAS, the CITY proposes to construct a multi -story
public parking facility in the Downtown Government Center,
hereinafter called "PROJECT"; and
WHEREAS, the CITY contemplates financing the PROJECT by
issuance of bonds, notes or evidences of indebtedness, hereinafter
called the "Financing"; and
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. 80-798, dated
October 30, 1980, approved James J. Lowery & Co., Incorporated,
100 Wall St., New York, N.Y. 10005 (212) 363-2000, as the most
qualified firm to provide financial advisory services; and .
WHEREAS, James J. Lowery & Co., Incorporatedi, has offered
to make its financial advisory services available to the CITY in
connection with the Financing of the PROJECT;
NOW, THEREFORE, the CITY and the ADVISOR for the
considerations hereinafter set forth, agree and covenant, one
unto the other as follows:
SECTION I - BASK SERVICES
The ADVISCiF� hereby agrees to perform all necessary financial
consulting services in connection with the Financing of the PROJECT,
including, but not limited to, the following Actions:
sic 'E
,-n
D O L V i J l� I
4 6
A. Make James J. Lowrey and such other members of the
staff, as needed, available to the CITY, at all reasonable times,
in order to advise, assist and take necessary actions preparing
financing plans and effecting prompt sales.
B. Provide specific recommendations in each bond issue
for the following:
1. Aggregate principal amount of bonds to be issued
2. The timing of the offeri.ng 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
5. Method of sale of bonds and recommendations on the
selection of an underwriter group in the event of
a negotiated sale
C. Provide assistance to the CITY in the comi.osition of
the official Statement, which shall conform to current acceptable
disclosure guideline standards, so as to make the most favorable
full and accurate disclosure to the rating agencies and underwriters.
D. Join with 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 means of conducting the 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.
11. 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 judgment,
is in
the best
interest of the CITY.
-2-
4 4
2. 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 and
data 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 Financing.
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 Financing of the PROJECT, as follows:
1. 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 this PROJECT 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 privilego of engaging
other financial consultants for this or any other CITY project
or projects.
SECTION III - COMPENSATION FOR SERVICES -
A. The ADVISOR shall be paid as compensation for his service_;
under this, Agreement, at. such time as the Financing has been issued
for this PROJECT, "a 1u1R1, sum fee not to exceed THIWily -F'IV1: TEIOUSAI.D
AND N0/100 DOLLARS ($35,000.00).
-3- -
B. The ADVISOR shall be paid his reasonable and necessary
out -of -Pocket Expenses in conn,�ction with the performance of his
services under this Agreement for this PROJECT in an amount not
to exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00).
SECTION IV - PAYI`1ENTS
A. The CITY will pay the ADVISOR for his services under
this Agreement only after the following events have occurred:
The
Financing for this PROJECT
has been issued.
The
ADVISOR presents his invoice
for the lump sum
[1 �--
fee
to the CITY in the amount
specified in
�l` 1J
Fa`„�h.vVy
SECTION
III A. hereinabove.
B.
The
CITY
will pay the ADVISOR for
his Out -of -Pocket
Expenses, upon request, provided that the ADVISOR furnishes
reasonably satisfactory documentation of such expenses and provided
that the aggregate amount of such expenses does not exceed the
lump sum amount specified in SECTION III B. hereinabove. .
SECTION V - TI RI
This Agreement shall be in force and effect for a period
from the date of execution hereof until the sale and delivery
of the Bonds, provided, however, the CITY shall have the option,
at any time, to terminate this Agreement in its sole discretion
by giving notice to the ADVISOR at least thirty (30) days prior
to any such termination. In the event of such termination, the CITY
shall be obligated to reimburse ADVISOR for his actual Out -of -Pocket
Expenses incurred in the performance of his duties hereunder.
SECTION VI - INDEPENDENT CONTRACTOR,
The ADVISOR at all times shall not be considered, and is
not to be decmed 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.
SECTIO14 VII - III PM111FICATION
A. The CITY shall indemnify the ADVISOR against any loss,
liability or expense due to the misstatement or omission or
alleged misstatement or omission in any official statement or
other disclusure document issued for use in connueticiz with the
Financing, exc•ent for any such misstatement or omissiun or allegatlr;:.
thereof based upon information relating to the ADVI- ,It furnished
6 6
y
to the CITY in writing by the ADVISOR expressly for use in
connection with the preparation of any official statement or
disclosure document relating to such Financing.
B. The ADVISOR shall indemnify the CITY against any such
losses, liability or expense arising by reason of any such
information relating to the ADVISOR furnished in writing by the
ADVISOR expressly for such use.
C. In the case of any legal proceedings in respect of
which indemnification may be sought hereunder, the indemnifying
party shall assume the defense thereof with counsel satisfactory
to the indemnified party.
SECTION VIII - EXTENT OF AGREEMENT
This Agreement represents the entire and integrated
Agreement between CITY and ADVISOR and supersedes all prior
negotiations, representations or Agreements, either written or
oral. This Agreement may be amended only by written instrument'
by both CITY and ADVISOR.
SECTION IX - CONSTRUCTIO:; 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 p7IT14ESS WHEREOF, the parties hereto have, through their
proper corporate officials, executed this Agreement, the day
and year first above set forth.
ATTE::T: James J. Lowery & Co., Incorporated
y --
jj.
Secretary
ATTEST:
City Clerk
APPROVED AS TO CONTENT
Project Director
THE CITY OF M1A.Ml (a municipal
corporation of the Slate of Floridl-i)
Bv:
City ManarTor
APPROVED AS TO FORMi & CORRECTNLSS
City Attorney
-5-
.8 0
`.F `AIA'AI, FLJR1I)A
Richard Fosmoen .{-E November 19, 1980 -,LL
City Manager
suHJE,-. proposed Resolution for Financial
Advisory Services Regarding
Proposed Downtown Government
Morris I. 'aufmann REFE0!:NcEtCenter Parking Project
Assistant to City Manager
It is recommended that the attached resolution
be adopted by City Commission in its meeting of
.._ November 2G, 1980, approving the Agreement
negotiated by the City Manager and James J.
Lowery Company, Inc., for financial advisory
-�� services for proposed Downtown Government Center
_ Parking project and authorizing the City Manager
to execute said Agreement in an amount not to
c:5 exceed $45,000, using the Parking Capital Projects
N Fund to cover cost of said Agreement.
c�
Mkt t,�y Commission meeting of October 30, 1980, the Commission approved
OrdiTt?ince No. 9191 and Resolution No. 80-798. The Ordinance
transferred the amount of $175,000 from the Capital Improvement Fund
to the Parking Capital Projects Fund, on a loan basis. Resolution
No. 80-798 approved the most qualified consulting firms to provide
financial advisory services for proposed Downtown Government Center
parking project; authorized the City Manager to neeotiate a financial
advisory services Agreement in in amount net to exceed $15,000 to
cover the initial services leading to Financing the project, using
Parking Capital Projects Fund.
The Agreement Fic,vicies f:or Lo'.,•ery to provide all financial advisory
services for the Financing of approximately $7,000,000 of bonds
and the term extends to time of sale. After sale of bonds has been
completed, Lo%-;,?ry will be paid a lump sum amount of $35,000. During
the period bet.cecn execution of the Agreement and through the sale
of the bond:.,, or termination of the Agreement prior to the sale of
bonds, the City will pay Lowery out-of-pocket expenses for an amount
not to exceed $10,000.
The proposed resolution approves the terms -and conditions of the
Agreement and authorizes the City Manager to execute it and to use
the Parking Capital Projects Fund to cover said Agreement.
MIK:bf
Enclosure