Resolution 2023-32495 RESOLUTION NO. 2023-32495
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA ACCEPTING THE
RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE
SELECTION OF WELLS FARGO SECURITIES, LLC, AS SENIOR
MANAGER, ALONG WITH GOLDMAN SACHS & CO., LLC AND
ESTRADA HINOJOSA & COMPANY, INC., AS CO-MANAGERS, TO
PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH ARTS
AND CULTURE GENERAL OBLIGATION BONDS SERIES 2023 THAT
THE CITY ANTICIPATES WILL BE ISSUED IN 2023.
WHEREAS, on June 7, 2017, the Mayor and City Commission authorized the
issuance of Request for Qualifications (RFQ) 2017-163-WG for Underwriter Services. The
RFQ sought statements of qualifications from underwriting firms to establish a team of
underwriters to provide Underwriter Services to the City for the issuance of various municipal
bonds. On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services was issued. RFQ
responses were received on July 13, 2017. On January 17, 2018, the Mayor and City
Commission approved a resolution authorizing the Administration to establish a pool of 14
underwriters to provide underwriting services to the City for the issuance of bonds. The pool
was approved for services from January 17, 2018, through January 17, 2023 (5 years), with
an additional five (5) years, on a year-to-year basis, if mutually agreed upon by both parties.
On January 18, 2023, the first renewal option was exercised, and all the contracts (14) were
renewed from January 18, 2023, to January 17, 2024; and
WHEREAS, the selected firms participate in the bond issues by assisting the City, its
Chief Financial Officer, and its Financial Advisor, RBC Capital Markets, with the development
of financing structures, preparation of preliminary and final official statements, bond
resolutions, and other documentation, as may be required. The underwriters price, market,
and sell the bonds to investors in municipal securities; and
WHEREAS, additionally, firms appointed as the senior managing underwriter are
required to provide the services listed below throughout the bond issuance process. Co-
managing underwriters provide assistance as requested and support in• the marketing,
distribution and underwriting of the assigned transactions. The City;at its sole discretion, may
select one or more firms to serve as senior manager or co-manager from the underwriting
team for each of its bond financings. The City reserves the right to assign less than all of the
members of the underwriting pool for a particular financing, and reserves the right to remove
any underwriter from participation in the underwriting syndicate if the underwriter and the City
are unable to agree on any provision of the bond purchase contract. All fees are contingent
upon the issuance of the proposed bonds. The required services include, but are not limited
to, the following:
1. Participate in drafting of all bond documents, including the Official Statement;
2. Assist in preparation and discussions with rating agencies and bond insurers, if
requested;
1
3. Make recommendations for the proposed financing, including, but not limited to, the
timing of the sale, the overall sales approach, the structure of the bonds, the call
provisions, and the use of credit enhancement;
4. Lead the underwriting 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,
the financial advisor, and the underwriters in the Bond Purchase Agreement;
6. Assist with the closing of the financing, including reviewing all closing documents and
providing a post-financing report to the City which highlights the key characteristics of
the financing; and
•
WHEREAS, the process to select firms to serve as a senior or co-manager for a
particular issue involves a review of work assigned to the firms in recent years, experience in
and commitment to Florida municipal finance, the capability of a firm to senior manage large
and/or complex credit structures, the size of the bond issue to be sold, and the various
markets that the firm has access to for marketing and distribution. For example, certain firms
have greater capabilities to sell new issue bonds to retail investors, such as the City's
residents and taxpayers, and other firms' primary distribution channels are to institutional
investors. A firm's response to other business requests, such as the City's lines of credit and
bank loans, and resulting commitment to the City, is also considered; and
WHEREAS, the team of firms for a particular issue is recommended by the City
Manager following consultation with the City's Chief Financial Officer and Financial Advisor.
Pursuant to this process, the City Manager recommended the selection of the following firms
to provide underwriting services for the City of Miami Beach Arts & Culture General Obligation
Bonds Series 2023, namely Wells Fargo Securities, LLC, as the senior manager along with
Goldman Sachs & Co., LLC and Estrada Hinojosa & Company, Inc. as co-managers.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and
City Commission hereby accept the recommendation of the City Manager and approve the
selection of the following underwriting firms to provide underwriting services for the City of
Miami Beach Arts & Culture General Obligation Bonds Series 2023, namely Wells Fargo
Securities, LLC, as the senior manager, along with Goldman Sachs & Co., LLC and Estrada
Hinojosa & Company, Inc., as co-managers.
PASSED AND ADOPTED this DV' day of f€4ru..y, 2023.
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ATTEST: 's INCORP RATED,
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FEB 2 4 2023 Dan Gelber, Mayor
APPROVED AS TO
Rafael E.'Granado, City Clerk FORM&LANGUAGE
n&FOR EXECUTION
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City Attorney poC(' Date .
Resolutions -C7 D
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: February 22, 2023
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE CITY MANAGER AND APPROVING THE SELECTION OF WELLS
FARGO SECURITIES, LLC, AS SENIOR MANAGER, ALONG WITH
GOLDMAN SACHS & CO., LLC AND ESTRADA HINOJOSA & COMPANY,
INC.,AS CO-MANAGERS, TO PROVIDE UNDERWRITING SERVICES FOR
THE MIAMI BEACH ARTS AND CULTURE GENERAL OBLIGATION BONDS
SERIES 2023 THAT THE CITYANTICIPATES WILL BE ISSUED IN 2023.
RECOMMENDATION
Adopt the resolution
ANALYSIS
On April 14, 2010, the Mayor and City Commission accepted the City Manager's
recommendation to award RFP 15-09-10 for Underwriter Services and as a result created a
pool of 15 firms to provide underwriting services on an as needed basis. The award was valid
through April 13, 2018.
To seek proposals for a replacement pool of underwriters, on June 7, 2017, the Mayor and City
Commission authorized the issuance of Request for Qualifications (RFQ) 2017-163-WG for
Underwriter Services. The RFQ sought statements of qualifications from underwriting firms to
establish a team of underwriters to provide Underwriter Services to the City for the issuance of
various municipal bonds. On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services
was issued. RFQ responses were received on July 13, 2017. On January 17, 2018,the Mayor
and City Commission approved a resolution authorizing the Administration to establish a pool of
14 underwriters to provide underwriting services to the City for the issuance of bonds. The pool
was approved for services from January 17, 2018, through January 17, 2023 (5 years), with an
additional five (5) years, on a year-to-year basis, if mutually agreed upon by both parties. On
January 18, 2023, the first renewal option was exercised, and all the contracts (14) were
renewed from January 18, 2023, to January 17, 2024.
The selected firms participate in the bond issues by assisting the City, its Chief Financial Officer
and its Financial Advisor with development of financing structures,,preparation of preliminary and
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final official statements, bond resolutions, and other documentation as may be required. The
underwriters price, market and sell the bonds to investors in municipal securities.
Additionally, firms appointed as the senior managing underwriter are required to provide the
services listed below throughout the bond issuance process. Co-managing underwriters provide
assistance as requested and support in the marketing, distribution and underwriting of the
assigned transactions. The City, at its sole discretion, may select one or more firms to serve as
senior manager or co-manager from the underwriting team for each of its bond financings. The
City reserves the right to assign less than all of the members of the underwriting pool for a
particular financing, and reserves the right to remove any underwriter from participation in the
underwriting syndicate if the underwriter and the City are unable to agree on any provision of the
bond purchase contract. All fees are contingent upon the issuance of the proposed bonds. The
required services include, but are not limited to, the following:
1. Participate in drafting of all bond documents, including the Official Statement.
2.Assist in preparation and discussions with rating agencies and bond insurers, if requested.
3. Make recommendations for the proposed financing, including, but not limited to, the timing of
the sale, the overall sales approach, the structure of the bonds, the call provisions, and the use
of credit enhancement.
4. Lead the underwriting 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 the underwriters in the Bond Purchase Agreement
6. Assist with the closing of the financing, including reviewing all closing documents and
providing a post-financing report to the City which highlights the key characteristics of the
financing.
The process to select firms to serve as a senior or co-manager for a particular issue involves a
review of work previously assigned to the various firms during the term of the pool, experience in
and commitment to Florida municipal finance, the capability of a firm to senior manage large
and/or complex credit structures, the size of the bond issue to be sold, and the various markets
that the firm has access to for marketing and distribution.A firm's response to other business
requests, such as the City's Line of Credit and Equipment Line of Credit, and resulting
commitment to the City is also considered. The list of firms is recommended by the City
Manager following consultation with the City's Chief Financial Officer and Financial Advisor.
The firms recommended for the Arts & Culture General Obligation Bonds are as follows:
Senior Manager-Wells Fargo Securities, LLC.
Co-Manager- Estrada Hinojosa& Company, Inc.
Co-Manager Goldman Sachs &Co., LLC.
A list of the underwriter's previous transactions with the City during the term of the pools and the
resulting total participation in the City's bond financings based on this recommendation are
provided in Attachment A.
SUPPORTING SURVEY DATA
Eighty-seven percent (86.7%) of residents either"strongly agree" or agree" that Miami Beach
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free or City sponsored art and cultural activities contribute to the quality of life in Miami Beach.
Sixty-four percent (64.2%) of residents either "strongly agree" or "agree" that major events
contribute to the quality of life in the City.
FINANCIAL INFORMATION
The cost of the related services, determined upon successful negotiations, will be funded from
the General Fund Citywide Account, subject to City Commission approval of the budget
amendment on today's agenda.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida approve the City Manager's recommendation of underwriters for the Miami
Beach Arts & Culture General Obligation Bonds.
Is this a "Residents Right Does this item utilize G.O.
to Know" item, pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Finance
ATTACHMENTS:
Description
o Resolution
o Attachment A- Underwriter Matrix
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