2010-27373 Reso. ~ .
. RESOLUTION NO. 2010-27373
. .. ~ .
A RESDLUTIO(V OF.THE. MAYOR AND CITY. COMMISSION OF THE C1TY OF -MIAMI BEACH,
- FLORIDA, ACCEPTING THE RECOMMENDATION 4F THE CITY MAN~-GER PURSUANT TO
- REQUEST FOR ~ PROPOSALS I(RFP) N0. 15-09/10, FOR UNDERWRITER SER!/ICES FOR A,
FIVE YEAR PERIOD; AUI~HORIZING. THE ADMINISTRATION TO ENTER 1NT0
NEGOTIATIONS .WITH.. THE .FO'LLOWLNG FIRMS: BANK ~ OF AMERICA MERRILL ~ LYNCFI,
CITLGROUP GLOBAL. MARKETS, INC., ESTRADA HINOJOSA & COMPANY, FLFTH TH1RD
SECURITIES, FIRST SOUTHWEST, J.P. MORGAN, LOOP CAPITAL MARKETS, ~ LLC, MFR
SECURITIES, :INC: MORGAN NCEEGAN & COMPANY, INC., MORGA'IV STANLEY, RAYMOND
JAMIES:=& ASSOCIATE$,_ SIEEIERT BRANDFORD SHANK & CO. LLC.,. STERIVE AGES
LEACH, fNC.., SUNTRUST ROBINSON HUMPHREY, WELLS FARGO SECURITfES; LLC.; AND
.. .
FURTHER AUTHORIZING THE: MAYOR AND CITY CLERK TO .EXECUTE AGREEMENTS
.,.
.. ° UPON COMPLETION OF SUCCESSf UL NEGOTIATIONS. BY THE ADMLNISTRATION.
~~ ~ WHEREAS, Request for ~IProposals, (R'FP) No. 15-09/1.0 for Underwriter Services for a Five
.Year Period:was .issued on Januery 27; 2010; ..with. an opening date ~of February 24, 2010.; and
:~ Vl/HEREAS, `a pre=proposal conference was held on February 9, 2010; and
- :. ~ WHEREAS, two,addendums were issued to provide additional information and to respond
to questions ;by prospective pro~~osers thus extending. the deadline for receipt of ,proposals until
~~ March 5,.20,10; and ~ .
WHEREAS; BidSync; ~BidNet and the Procurement Division issued bid .notices. to over 210
' prospective.proposers.comb'ined, which resulted-in the receipt of 17 proposals; and
WHEREAS, of the 17 proposals .received; two {2) proposals (Fidelity Investments and
RockFleet Financial Services)- were deemed non-responsive ~ due to failure -to provide fee
information as requested by the F`ZFP; and .
ry, ,. _ .
WHEREAS, on March 29„ 2010, the City Manager .via ;Letter to Commission (LTC) No. 090-
2010, appointed. an Evaluation Ce~mmittee ("the Committee") consisting of the following individuals:
Lsaac Hernandez; Resident and Leadership Academy Graduate;
Larry Herrup, CPA and Budget Advisory Committee Member; ;
Georgina. Eckert, Assistant Finance Director;
Laura Franco-Rubines, A;~sistant Lnternal Auditor;
. ~ ~ Ninette Denise Uzan-Nemitz; Resident and Leadership Academy Graduate; and
- - .
_ WHEREAS, he Committee convened on April 5, 2010, and Isaac Hernandez and Ninette
Denise Uzan-Nemitz were unable to attend the meeting; and
WHEREAS; Richard Mo~ntalbano of RBG Capital Markets, the. City's financial advisor,
. 9 p p
. att
ended the meetin .via honE. and ~ rovided comments and suggestions based on his .due
diligence review of the proposals, and Trish Walker, CFO, also attended the meeting; and'
WHEREAS, the Committee members had the. opportunity to ask- questions. to Richard
Montalbano and Trish Walker throughout the meeting .to get a better idea of the qualifications,
experience, and competence required from the firms to provide underwriter services for the City;
and
VUHE'REAS, a motion wigs presented by Georgie Eckert, seconded' . by. Laura Fi-anco-
Rubines::and unanimously appr-owed by all Committee :members to recommend the en: (10) firms
. ~ who had received at least one (1)first-place vote; and
VlIHEREAS, the ten (10) forms will be part of a pool of approved firms to provide• underwriter
services on~ an "as needed" basis; and
WFi~EREi4S., after considEri'ng the recommendation of the Evaluation Gommitfiee,. the City
.- - :Manager exercised. his due diligence and recommends expanding the pool to .include ali 15
responsive -firms:
~. .
9 ~ ~ - ~ NOW,r THEREFORE, BE .IT RES®LVED. BY THE .MAYOR AND CITY COMMISSION OF
~THE~CITY ~OF M1AML BEACH, FLORIDA, that the Mayor and City.Comrnission hereby accept the
~~ ~ recommendation of the City Maraag:er pertaining to Request for Proposals (RFP.) No. 15-09/10, for
~~ .Underwriter Services for a Five 1~'ear Period; authorize the Administration to enter into negotiations.
with the following firms: Bank ~of America Merrill Lynch,, Citigroup .Global Markets, Inc., Estrada
°_ ~ ~ ~ .~.: Hinojosa & Company., Fifth ThirdSecurities, First Southwest; J.P. Morgan,: Loop Capital Markets,
,
. ~ LLC,~ MFR Securities, lnc., Mor ~ <~n Kee an & Com an Inc., Mor an Stanle Ra mond James &
. 9 g P Y~ g Y, Y
= ~ Associates, .Siebert Brandford Shank & Co. LLC., Sterne Agee & Leach,, Inc., ~SunTrust Robinson
- ~ Humphrey, Welts.Fargo Securities, LLC.; and #urther authorize the Mayor and. City Clerk. to execute
'agreements upon completion of s~ucce~ssful negotiations by the Administration.
. . ..
PASSED A --
ND ADOPTED THiS~ ~.y DAY OF `~ 2010:. ,
. h.:..,.,..,.
Cc~, c-
w
CITY- CLERK
- - . OR.
~' ~ .T:\AG~ENDA\2010\Aprif 14\Consent\RFP 15-09-10 Underwriter Services. RFP RESO.doc
,.
. APPROVED AS TO
. °F®RM & LANGUAGE -
. . ,
., ~ FOR EXECUTION
. ~ ~~
Q t~ a e
C°ty R orne ~, D t
1
a
COMMISSION ITEM SUMMARY
Condensed Tine:
Accept the City. Manager's Rec~~mmendation Pursuant To. Request For Proposals (RFP) No. No. 15-
09/10:, For Underwriter Services For-A Five Year .Period; Authorizing The Administration To Enter Into
Negotafiions' With The Following Firms: Bank Of America Merrill Lynch, Citigroup Global Markets, Inc.,
First.Southwest,-.Loop. Capital M,~rkets, LLC, .Morgan Keegan & Company, Inc., Morgan Stanley, Raymond
James &~Associates; Siebert Brandford' Shank & Co. L.L.C., Sterne Agee & Leach, Inc., Wells Fargo
Securities, LLC Estrada Hinojosa & Company, Fifth Third Securities, J.{'. Morgan; MFR Securities, Inc.,
And SunTrust Robinson Humphrey; And Further Authorizing The Mayor And City Clerk To ,Execute
A reements~ U on Com letion "(~fSuccessful Ne otiations B The Administration.
""-ey Lntended Outcome Supjported:
Improve~the City's Overall Finan~ciai Health and Maintain Overall Bond Rating
Supporting Data (Surveys, Environmental Scan, etc.}:.Maintain the City's Overall Bond Rating with
IVloody's at AA3, and: with Standlard & Poors at AA-
Issue:
°~ Shall the City Commission appr~we the City. Manager's recommendation?
Item Summa /lZecomrnendation:
RFP Na. 15-09/1.0-was issued on January 27; 2010. with an opening date of February 24, 201.0. Apre-"
:proposal conference was held can November 12, 2009. Two addenda. were issued to provide additional
information and to respond to questions by prospective proposers, thus extending the deadline for receipt
of .proposals until March 5; 201.0_
The City. Manager via, Lefter to Commission (LTC) No. 090-2010, appointed ant Evaluation Committee
("the Committee") which convened on.April ~5, 2010 to evaluate and rank the proposals received.
~;A~ motion was .presented by G,eorgie ~Echert, seconded by Laura Franco-Rubines and unanimously
-.:approved by all Committee merrrbers to recommend all firms who had received at least one (1)first-place
',vote.
.After considering the~recommen~dation of the Evaluation Committee, the. City Manager exercised his due
diligence and carefully considerE~d the diversity of the firms and the importance of the underwriting services.
to be provided.. As a result, it is in the. City's best interest to expand the pool to include alt 15 responsive
firms to provide underwriting services on an "as needed" basis.
ACCEPT THE CITY MANACEE2'S RECOMMENDATION. _
Advisory Board Recomm'en~dation: ~ -
rananceai tnrormation:
Source of Amount v Account ;~". .:` u
__
Funds; ~ _ ~ ~ Bond proceeds at the time of sale
:_ 2
3
OBPI~~ Total
Financial Impact~Sumrr~ary~„
C,it Clerik's-Office L
Gus Lopez;. Ext. 6641.
islatiWe Tracking:
Si n-0~fs:
Departmen irector,:~~ ~: Assistanf°City :Mena er ~ ~ ~~~Cit ~ na er ~~
GL ~ r - PDW JMG
~. ,
. LA l~EAC,H
NI ~/1
. City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www,miamibeachfl.gov .
. COMMISSION MEMORANDUM
TO: May Matti Herrera Bower and .Members of the City Commission
~- ..
FROM: Jor e M. Gonzalez, (amity -.Mans r
.. ~ ~ -
~.DATE: April 14, 2010- .
e w.
SUBJECT: A :RESOLUTION OIF THE MAYOR AND CI~'Y COMMISSION OF THE CITY OF .
MIAMI BEACH, .FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
' MANAGER PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 15-09/10,
FOR UNDERWRITER SERVICES FOR A FIVEYEAR PERIOD; AUTHORIZLNG
THE ADMINISTRATION TO E[VTER INTO NEGOTIATIONS WITH .THE
..~
FOLLOWING FIRMIS; BANK OF AMERICA MERRILL LYNCH, GITIGROUP
~.GL0B~4L MARKETS, INC., FIRST SOUTHWEST, LOOP CAPITAL .MARKETS,
. . -LLC;' MORGAN KEIEGAN & COMPANY,. INC.., MORGAN STANLEY, RAYMOND
JAMES & ASSOCIATES, S1E~ERT BRANDFORD SHANK & CO. L.L.C., STERNS
'' AGES &~ 'LEACH, ; INC., WELLS FARGO SECURITIES, LLC., ESTRADA
. ~ HINOJOSA & CO'MIPANY, FIFTH THIRD .SECURITIES, J'P. MORGAN, MFR
' SECURITIES, INC.; ,AND SUNTRUST ROBINSON FIUMPHREY; AND .FURTHER
AUTHORIZING THE: MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS
' ~ UPON COMPLETION
OF SUCCESSFUL: NEGOTIATION'S BY THE
.: ADMINLSTRATION.
ADMINISTRATION RECOMNIf NDATION
- ~ Adopt the Resolution. -
~. ~ FUNDING
Funded from bond proceeds apt the time of sale. ~ ~ .
t
. ~ KEY INTENDED OUTCOME SUPPORTED
.;
~. Improve the City's Overall Financial Health and Maintain Overall Bond Rating.
ANALYSTS
On December 9, 2009, the Administration recommended that the City Commission authorize
the issuance of a equest for Proposals (RFP) to select a team of investment banking firms to
provide Underwriter.Services for. the issuance of various Gong-term fixed-rate municipal bonds..
The City is currently planning 1:he following transactions:.
FY 2009%2010. $40 million Stormwater Revenue Bonds
~. ~ ~ $65 million Parking Revenue Bonds
. ~ . ~ ~ .~ $15 million Energy Conservation/Equipment .Bonds
-~; -~~
FY 2011'/2012 $28 million Water &. Sewer Revenue Bonds
$55 million Stormwater .Revenue Bonds
. ~
Commission Memorandum
RFP No. 15-09110 Underwriter SE:rvices
April 14, 2010 ~ "
^ Page 2 ! " .
", ;
The .City reserves the right to assign. less than all of the members of .the underwriting team for
. a .particular financing, and reserves the° right to. remove any underwriter; from participation in
. fhe underwriting syndicate. if .the underwriter and the City are unable to agree on any provision
of the bond purchase contractt. All fees will be contingent upon the issuance of the .proposed
:bonds. ~ .
The .City; at its sole discretion, may select one or more firms to serve: as senior .manager or co-
. manager from the ~underwritinc~ team. for each- of its future bond financings
. ~ The firm(s)selected will participate in future bond issues by assisting the: City and its financial' .
. ~. ~" -. advisor with development of timetables, preparation of preliminary and final official statements., _
bond resolution, and other documentations as may be required.
. ~ ~ :scope of Services
The services listed below will be required of :the senior managing underwriter throughout-the
proposed engagement: Co-managing underwriters will ,provide assistance as requested and
will support. in the marketing, d'istri'bution and underwriting of the assigned transactions. The
- ~ required services include; but-are not limited to, the following:
{
".. 1. Participate in drafting.. of all bond documents; including the Official Statement.
"
" i .
: 2. Assist in preparation and discussions with rating agencies Arid bond insurers, if
requested. .
.. ,
3. Make recomrriendations for the proposed financing, including, but not limited to, .the
.timing of the sale, thE~ overall ~ sales approach, the .structure ofl the bonds,- the call
provisions, and the use of credit enhancement.
" 4. Lead the underwrifing team in marketing and. distributing the bonds to both retail and
- institutional investors. ~ - `
_ ,
,. {
5. Underwrite` the financing based upon terms and conditions agreed to by both the City,
financial advisor, and-fhe underwriters in fhe Bond Purchase Agreement.
6. Assist with the closing.. of the financing, including reviewing all closing documents and
providing apost-financing report to the City which highlights the key characteristics of
the financing. ~-
Term of the Contract -
. -..
This contract shall remain in effect for five (5) years from date of contract execution by the
~M'ayor an_ d City Clerk. .This contract could be extended for an additional five (5) years, on a
ear to ear basis, if .mutual) ,~ reed' u on b both artier.
Y, Y Y'g p Y p
RFP PROCESS ~ .
RFP No. 15-09/10. for Underwriter Services for a Five Year Period was .issued on January 27,
2010, with an opening date cif February 24, 2010. Apre-proposal conference was held on
November 12, 2009. Two addendums were issued, to provide additional information and to
..
Commission Memorandum,
RFP No. 15-D9/10 Und'erwr.iter Services -
,. Apri'I :14, 2010
Page 3 ~ ~ ,
- respond to questions by prospective proposers, thus: extending the deadline for receipt of
-proposals until March. 5, 2010„ ~ ;
~: BidSync and . BidNet issued ~-.bid notices to over 196 prospective proposers combined.
Additionally, the Procurement; Division supplemented this listing. and- sent the bid nofificafion
visa a-mail; thus inviting 14 additional prospective :proposers. The notices resulted in the receipt
- ~ - of seventeen- (17) proposals ,from the following firms:
- ~ ~ Bank of America -Merrill Lynch
Citigroup Global MarkE;ts, Inc. ~.
• Estrada Hinojosa & Company
• Fidelity Investments .
• ~ Fifth Third Securities
• First Southwest.
_ J:P. Morgan
. a ~ Loop Capital Markets,:LLC
• MF'R Securities, Inc:
• Morgan Keegan & Cornpany, Inc.
Morgan. Stanley
• Raymond James & Associates ~ ~,
• RockFleet Financial Services
Siebert Brandford Shank & Co. L.L.C.
• Sterne Agee & Leach, Inc. ~.
• Sun~Trust Robinson Humphrey
• Wells Fargo Securities, LLC
Of ;the ~17 proposals received; two.. proposals (Fidelity Investments and RockFleet Financial
Services) were deemed anon-responsive due to failure to provide fee information as requested
by the RFP. ~ ~ _ .
Evaluation of Proposals
w ~ The City Manager via Letter to Commission (LTC) No. 090-2010; appointed an Evaluation
Committee ("the Committee") consisting of the following individuals:
. ~ , • Isaac Hernandez, Resident and Leadership Academy Graduate
Larry Herrup, CPA and Budget Advisory Committee Member
• Georgina :Eckert, Assistant .Finance Director
• Laura Franco-Rubines, Assistant Lnternal Auditor ~ :
• Ninette Denise Uzan-Nemitz, Resident and Leadership Academy Graduate -
- ~ ~ On April 5, 2010 the ~ Evaluation Committee (the "Committee") convened to review and
evaluate the proposals. Isaacs Hernandez and Ninette Denise ~ Uzan-Nemitz were unable to
attend the meeting. Richard Montalbano of RBC Capital Markets,, the. City's financial advisor,
attended. the meeting. via phone and provided comments and suggestions based on his due
diligence review of the proposals.. Trish :Walker, CFC~, also attended the meeting.
.The following Evaluation Criteria. was. used to evaluate and rank proposers:
Commission Memorandum
RFP No. 15-09/10 Underwriter Services -
:: April 14, 2010
. Page 4 -
A. Experience of the firm with relevant financings 25points
B. Experience of the firm's key investment banking .
and. underwriting personnel 25 points
C. Marketing and distribution capabilities ~. 15 points
- D. Ability and willingness to commit capital,
including providing the City with credit facilities 10 points
E. Proposed Fees 25 points.
The Committee unanimously norninafied Mr. Larry R. Herrup as the Chair. At the start of the
meeting, Trish Walker gave an overview of the services required and noted the City would like
~to have-a pool of companies iko choose from. Committee .members had the opportunity to ask
questions to Richard `Montalb~no and Trish Walker throughout the .meeting to get a better idea
. of the qualifications, experience, and' competence required from the firms to provide
undertivriter services for the City.
The Committee scored the Proposers as follows:
COMMITTEE MEMBERS
`
'` FIRMS ' ~ Larry A.
Herru
Geor ie Echert Laura Franco-
Rubines
Bank of America - Merrill L rich . :95 1 80 4 91 3
-Citi rouGlobal Markets, inc. 95 1 78 5 ~ 93 1
Estrada Hino~osa & Com an / ~ 74 4 33 10 75 10
Fifth Third Securities 68 5 ~ 29 12 83 7
First Southwest, 95 1 55 9 87 6
,1. P: ~Mor an ~ - 80~ 2 ~ 71 6 90 4
Loo Capital Markets, LLC ~ 95 1 85 3 ~ 91 3
MFR Securities, Lnc. ~ 68 5 58- 8 55 11
Mor an Kee an & Compan , Inc. 95 1' 80 4 88 5
Mor an Stanle 95 1 78 ~ 5 ~ 90 ~ 4
Raymond` James & Associates 95 ~ 1 95 1 87 6
Siebert Brandford Shank & Co. L.L.C. 95 1 85 3 93 1
Sterne A ee & Leach, .Inc. 95 ~ 1 65 7 77 9
SunTrusf Robinson Humphrey 77 3 31 ~ 11 - 80 ~ 8
Wells Far o Securities, LLC _ 95 1 90 2 92 2
Commission Memorandum
RFP No. 15-09/10 UnderwriterServices
April' 14, 2010
Page 5
A motion was. .presented by Georgie Echert, seconded, : by Laura Franco-Rubines .and
unanimously approved by all C;ornmittee members to recommend all firms who had received at
least one ,(1 }first-place vote. Those' firms will be ,part of. a pooh. of approved firms to provide
underwriter services on an "as needed" basis..
CITY MANAGER'S DUE DFLL.IGENCE .
After. considering the recommendation of the Evaluation Committee; -the City Manager
exercised his due .diligence and carefully considered the diversity of the firms and the
importance. of he` underwriting services to be provided. As a result, it is_ in the City's best
interest to expand-.the pool to `inclu.de all 15 responsive firms to provide underwriting .services
on an ``as needed" basis:
CONCLUSfON
The Administration recommends that the Mayor and City Commission accept the
~recomm~endation of the .City Manager pursuant to Request for Proposals (RFP) No. 15-09/10,
for Underwriter Services for ~a Five Year Period; authorize the ,Administration to enter into
`: ~: negotiations with.. the following firms: Bank of America Merrill Lynch; Citigroup Global Markets,
Inc., First Southwest, .Loop Capital Markets, LLC, Morgan Keegan & Company, 'Inc., Morgan
Stanley, Raymond James & Associates,. Siebert Brandford Shank & Co. L.L.C., Sterne Agee &
Leach;. Inc.; .Wells Fargo Securities., LLC., Estrada Hinojosa & Company, Fifth Third
`Securities; J.P. Morgan, MFR Securities, Inc., and' SunTrust Robinson Humphrey; and further
authorize the Mayor and City Clerk to execute an Agreement upon completion of successful
." : negotiations by the..Administration.
T\AGENDA\201OWpril 14\Consent\RFP15-09-10 Underwriter ServicesFinal.doc
1
Y