Loading...
HomeMy WebLinkAboutExhibit 2ATTACHMENT A 3.0 SPECIFICATIONS / SCOPE OF WORK 3.1 BACKGROUND INFORMATION The City of Miami is seeking qualified investment banking firms (the "Proposer" or "Firm") to serve as bond underwriters to the City in connection with the advancement of the City's Capital Improvement Program (the "Engagement"). The City intends to compose a team of underwriters (the "Underwriting Team") to serve for five years. The financing team for any transaction will consist of City staff, bond counsel, financial advisor and the Underwriting Team. The City shall not guarantee the amount of bond transactions, if any, issued during the five (5) year period. The City reserves the right, in its sole and absolute discretion, to dismiss from the underwriting team any member for any reason at any time. Submission of a response to this RFQ shall constitute the agreement of the Proposer to these terms, if selected as a Successful Proposer. The Underwriting Team will consist of the following Positions and bond allocations: A. Two (2) Firms to serve as Senior Managers. On any given bond transaction, the City will designate one firm as Senior Manager and the other as Co -Senior Manager as deemed appropriate by the City. Target bond allocation for the Senior Manager will be 45% of the issue size and for Co -Senior Manager, 25% of the issue size. Firms interested in a Senior Manager Position shall demonstrate national underwriting experience, strong bond distribution capabilities, and an expertise in municipal tax-exempt financings. B. Three (3) Firms to serve as Co -Managers. On any given bond transaction, the City will assign all three firms as Co -Managers at a target bond allocation of 10% each of the issue size. Firms interested in a Co -Manager position shall demonstrate at least regional underwriting experience and strong bond distribution capabilities. Firrns submitting a Proposal for consideration must clearly indicate in the Proposal if they are seeking consideration as: (1) Senior Manager, and/or (2) Co -Manager, and shall follow the requirements in the RFQ for addressing the qualifications for both. Firms submitting for both (Senior Manager and Co -Manager) shall be first considered and ranked for Senior Manager. The City of Miami will be selecting the first two highest ranked firms under the category of Senior Manager as its Senior Manager and Co -Senior Manager. Both Senior Manager and Co -Senior Manager will be used based on a rotational method. However, in a situation where a conflict of interest exists, the rotational method will be vacated, and the other firm will be selected to provide said services. 13 A firm electing to submit for both categories, Senior Manager and Co -Manager, and failing to be selected as one of the firms to be the City's Senior Manager or Co -Senior Manager, will then be considered for the category of Co -Manager. The City of Miami will then select the three (3) highest ranked firms to serve as Co -Managers. Each of those firms will be allocated a target bond of 10%. The City will negotiate suitable compensation for any given bond transaction with the selected Senior Manager before the transaction is priced. The remaining members of the Underwriting Team agree to accept the compensation negotiated between the Senior Manager and the City. 3.2. SCOPE OF WORK A. SENIOR MANAGER The services to be provided by a Senior Manager assigned to a particular transaction shall include, but not be limited to, the following: 1. Develop the structure and overall marketing strategy on a bond transaction to which it has been assigned and to work with the Finance Director, the City Attorney's office, bond counsel, financial advisor, rating agencies, trustees and other professionals involved in the transactions. City of Miami Page 24 RFQ No. 05-06-114 2. Manage the underwriting team assigned by the City to work with the Senior Manager (as book running manager). 3. Assist the City, its financial advisor and bond counsel in drafting the preliminary official statement, the final official statement and any other documents required to authorize, market and sell the Bonds. The City will provide to the Senior Manager its customary financial information and will make every effort to provide the Senior Manager with all necessary additional information for the specific financing/bond issuance. It shall be the duty of the Senior Manager to thoroughly review and determine the completeness and accuracy of any material representations set forth in the preliminary and final official statements. The Senior Manger will be responsible to the City in all aspects for the accuracy and completeness of information provided by such Senior Manager with respect to such disclosure documents. 4. Sell Bonds. 5. Provide analyses of market conditions and advise the City and its financial advisor with regard to market timing and development of a marketing plan for the Bonds. 6. Assist the City in developing and presenting information to the rating agencies, bond insurers and investment community. B. CO -SENIOR MANAGERS AND CO -MANAGERS The services to be provided by the underwriting firms assigned to a negotiated bond transaction when serving as Co -Senior Manager and Co -Manager on a transaction shall include, but not be limited to, the following: 14 1. Assist the Senior Manager in providing the primary and secondary market support for the City's financing endeavors. 2. Assist the Senior Manager in providing the analyses of market conditions and advise the City and its financial advisors with regard to market timing and development of a marketing plan for the Bonds. 3. Sell Bonds. ATTACHMENT B Copy of RFQ and Provider's Response To be attached at time of document execution 16