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HomeMy WebLinkAboutR-79-0411RFC/rb 5/30/79�. with the RESOLUTION N A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN INVESTMENT BANKING AGREEMENT WITH THE FIRM OF PRESCOTT, BALL & TURBEN AND. WITH THE FIRM OF BLYTH EASTMAN DILLON & CO. INCORPORATED FOR THE SALE AND ISSUANCE OF REVENUE BONDS IN THE AMOUNT OF $55,000,000 TO FINANCE THE WATSON ISLAND PROJECT, IN ACCORDANCE WITH THE TERMS AND. CONDITIONS OF THE ATTACHED AGREEMENT; AND FURTHER APPROVING'.` THE SAID FIRMS TO ACT IN THE. CAPACITY AS THE SOLE MANAGING UNDERWRITER FOR THE NEGOTIATED.: SALE AND ISSUANCE OF SAID BONDS. WHEREAS, he City of Miami ` has undertaken the develop ment of the Watson, Island" Project and has, by Resolution No. 77-671, dated July 28, 1977, entered into an Agreement with Diplomat World Enterprises, Ltd., dated November 11, 1977, which firm was responsibleto obtain, among other things satisfactory ($55,000,000) and and` the City underwrite Fifty-five underwriters Million Dollars revenue bonds for the financing of the WHEREAS,;t e firm of Prescot Project; , Bull & Turbenjointly with the firm of Blyth Eastman Dillion.& Co. Incorporated have been employed by Dipiomat World Enterprises, Ltd. for said pur- pose of underwriting the said revenue bonds; and WHEREAS, the above underwriters have jointly agreed to underwrite the said bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF•MIAMI, FLORIDA: Section 1. The firm of Prescott, firm of Blyth Eastman Dillon > & Co acceptable to the City and are approved as underwriter for the negotiated sale and bonds in the amount of Fifty-five for the Watson Island THE COMMISSION OF B Turben jointly Incorporated are the sole managing issuance of revenue all & Million. Dollars ($55,000,000) Project. "SUPPORTIVE DOCUMENTS FOLLOW" "DOCUMENT DEX ITEM NO.., arf COMMISSION MEETING OF !JUN 4 1/19 mono mh 9 4 1 mat............._.......— to execute a tri-party agreement with the firm of Prescott', Ball & Turben and the firm of Blyth Eastman Di Ilion & Co. Incorporated for the sale and issuance'of revenue bonds , to finance, the Watson Island Project, in accordance with the terms and conditions of the attached Agreement, using funds therefor from the proceeds of the bonds. RALPH PREPA APPR . ONGIE, CITY CLERK ED AND APPROVED )Y: GEORGE CITY AS TO FORM AND COR TNESS: . KNOX, JR. O RN EY MAYO R 1979. 79-411 INVESTMENT BANKING AGREEMENT Between CITY OF MIAMI, FLORIDA PRESCOTT, BALL & TURBEN And BLYTH EASTMAN DILLON & CO. INCORPORATED This Investment. Banking Agreement (the ."Agreement").'is entered- ?.'. intothe day of June,. 1979, by and between the City of Miami, Florida (hereinafter referred to as. the "City"), and Prescott, Ball &`Turben, an Ohio limi tedpartnership, and'-Blyth Eastman Dillon.&.Co. Incorporated, a Delaware corporation (hereinafter referred to finance the as the "Underwriters" WHEREAS, the City contemplates the sale and issuance,, of bonds development of Watson Island,as an.`amusement and recreation WHEREAS, the City deems it to to complex; be in its best interest to retain the Underwriters as its investment bankers in orderto assist of its financing plans and to assure their implementation; the development WHEREAS, the City is empowered underthe laws of the City ancl the State of Florida to make and enter into this Agreement;,: NOW, THEREFORE, the parties hereto do hereby agree as follows: The City hereby appoints and designates the Underwriters, as its investment bankers for the purpose of ` assisting it. in the financing f Wat.son Island as an amusement and recreation complex (hereinafter referred to as the "Project"). I. SERVICES TO BE "PERFORMED BY THE UNDERWRITERS: The Underwriters agree to underwrite the $55,000,000 principal amount of City of Miami, Florida revenue bonds (secured by revenues from the "SUPPORTIVE DOCUMENTS FOLLOW" Project consisting of $20,000,000 of revenue bonds which will also by a pledge of the City's franchise fees and non-advalorem taxes or revenues: not otherwise pledged and $35,000,000 of revenue bonds secured only by Project that the City and its con revenues (both issues collectively,' the "Bonds")) sultants and architects estimate will be, required, together wif:h other moneys' available to the City, to finance the costs of the Project, subject to;(i) the development and receipt of economic feasibility studies and Project cost estimates which in the sole opinion of the Underwriterssupport the marketability of the Bonds; ,'(ii)`the preparation` and execution of an Operating Agreement between. the City and the developer -operator with respect to the Project; an Indenture of Trust securing the Bonds and a preliminary and final Official Statement relating to the issuance of the. Bonds, all in form and substance. satisfactory to the Underwriters; (iii) approval and award by: the United States Department of Housing and Urban Development o $10,000,000 for the Project; (iv) receipt of ratingsno lower than "conditional A" or "provisional A" for each series of the Bonds from either Moody's Investors, a UDAG grant to the City of Inc. or Standard & Poor's Corporation; (v) approval by the State of Florida Board of Administration of the interest rates, on all 'or`any portion of the Bonds if the interest rate on such Bonds shall exceed 7-1/2%; and (vi) execution by the City and the Underwriters of a Bond Purchase Agreement including the form of legal opinions of bond counsel and counsel for the City and the developer -operator; in form and substance satisfactory to the Underwriters. In pursuit thereof the Underwriters will provide the, following' specified services: Consult with the City, its lawyers, auditors and other con- sultants and project participants with respect to the structure of the financing program, ments'of the financing plan are met, and to that .end will participate in the in order to ensure that all legal, technical, and financial require - development of basic legal documents associated with Such plan. auditors ▪ Review and comment upon all feasibility reports. . Participate in and coordinate with the City, its lawyers,, and other consultantsand project participants the preparation and distribution of preliminary and final forms of the Official Statement, to be used in the offering of the Bonds, and advise the. City with respect to style, organization, content o£ materials from investors' viewpoint. with ▪ Assist the City in making presentations to rating agencies a view to securing the most favorable credit rating(s) for the Bonds. ▪ Assist the City in conducting information meetings as may inform and advise dealers, investors and others as to the City's to appropriate proposed financing' plans, provided to pay traveling or other out-of-pocket expenses incurred in connection with such meetings by officials, employees, personnel and staff other than employees appear that the Underwriters will not be required othe Underwriters.;. Prior. to the final sale of the Bonds, the Underwriters will or representatives advise the City generally a market information.` serve firm to market conditions and will provide detailed . The Underwriters have, engaged Jones, Day, Reavis & Pogue to as counsel to the underwriting group.; The fees and expenses o acting as Underwriterscounsel would be paid by the underwriting` group. such law Such law firm will review all documentation prior to the sale `SUPPORTIVE DOCUMENTS FOLLOW" 7 9- 4 1 1 4 the preliminary Official Statement of the Bonds, and will prepare all necessary underwriting documentation including the Bond Purchase: Agreement, legal investment and; blue sky memoranda be required by the underwriting group. deemed to H. At such time as all pertinent reports, rulings, resolutions, and all other necessary documents and Pro ceedings have been determined by the City and bond counsel to be satisfactory in all respects for financing purposes and after a` normal preliminary marketing periodthe Underwriters will, subject to the satisfaction of (i)'`the cUrider writers as tomarket conditions and (ii) counsel tothe Underwriters as to arrangements` for the proposed sale, City offering to purchase, submit a Bond Purchase Agreement to the on the terms and conditions stated therein,' the Bonds or notes in question. During the five business days immediately; preceding the submission o, any such offer to purchase the Bonds, the Underwriters will indicate to. theCity -the interest rate,` the purchase price to the City and the public offering price of the` Bonds which they then estimate will be included in such offer. will be accepted or rejected offer is submitted. The Bond Purchase Agreement offering to purchase the Bonds:;, by the City, in writing, on the same day such,< The City' agrees that it will, not solicit or. >negotiate 'the . proposed. sale of the>Bonds with any. other underwriters: during the period prior to the includin g Statement. submission'' of the Underwriters' offer. I. Hire a firm to review and comment upon the feasibility report:. the issuance' of a letter for use in the preliminary, and final Official In carrying out`, this Agreement, the Underwriters will make available the full experience of their organizations and will employ, their members and prestige so as to represent the City with maximum effectiveness, in contacts with` the financial community and with investors. 5 II. AGREEMENTS ON THE PART OF THE CITY: The City agrees to retain and pay the expenses of nationally.' recognized bond counsel and nationally recognized consultants in connection', with the sale of the Bonds. The City shall make available its personnel, staff and con- sultants as shall be required to accomplish the preparationof all documents required to support the issuance of the Bonds, and shall make available.such information as may be reasonably necessary and advisable in marketing other the Bonds. Such information may include, cial statements, n' addition to audited annual finan- unaudited interim financial statements. • C. The City shall pay the cost of printing the Bondsand shall pay the cost of printing and distributing the preliminary and final Official Statements associated with the offering thereof.., The City shall pay the cost of rating the Bonds, the fees and charges of all engineers, accountants and other consultants, and out-of-pocket expenses of its members of staff. t is expressly understood and agreed, arid the City hereby under this Agreement the recognizes that in performing their activities Underwriters are to be acting solely in :their managers of the underwriting group which intends to submit the City the Bond Purchase Agreement providedin paragraph.I(H) hereof. Nothing in this Agree- ment or in its acceptance by the City will be construed to make and the underwriting group,employees, or financial, fiscal or other advisors to the City or to establish any fiduciary or confidential relationship between the City and own behalf as the prospective the Underwriters and the underwriting group. the Underwriters 'SUPPORTIVE DOCUMENTS FOLLOW" III. GENERAL TERMS: The Underwriters and the underwriting group organized by it are to receive compensation solely from the difference between the price paid to the City for the Bonds by the Underwriters and the underwriting group and the price at which the Bonds are to be resold to investors. The Underwriters hereby consent to the City's, use of this Agreement.5as.a part "Of the"City's application to the United States Department of Housing and Urban Development -for' a UDAG grant to:evidence the Underwriters commitment with respect to the Bonds. Should thisAgreementfor.'any:reason:. be such purpose, the Underwriters agree to issue such further letter.as may be necessary to evidence the -commitment herein setforth. The Bond Purchase. Agreement referred to inparagraph-I(H);"will be delivered to the United'States Department of Housing and Urban Development after execution by the "Unde_rwriterS and the- City andbefore the.:JDAG .'Grant, is funded 1,,1979, and there- after This Agreement :will extend until December 3 upon written agreement between the City and the; Underwriters. After, September.30,, 1979, this Agreement (except for.the City's.obligations under paragraph II(C))•may,'be terminated by either. be given not less than 30 days prior to such notice of termination, however, shall impair party',•provided that notice must unilateral termination. No such the obligation of the City to pay compensation for fees and expenses incurred or the obligation of the to provide investment banking Underwriters services,including during such 30-day period. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their duly authorized officials and representatives on the day and year above written. City 4 ttorney Approved as to Content: