97-22485 RESO
RESOLUTION NO. 97-22485
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE AN AGREEMENT FOR A TWO
YEAR PERIOD, WITH THREE ONE-YEAR RENEWAL
OPTIONS, WITH THE SOLE RESPONDENT, RAUSCHER
PIERCE REFSNES, INC., PURSUANT TO REQUEST FOR
PROPOSALS NUMBER 85-96/98, FOR PROVIDING
FINANCIAL ADVISORY SERVICES.
WHEREAS, the City of Miami Beach is seeking the services of an experienced and qualified
organization to provide "Financial Advisory Services"; and
WHEREAS, the City issued a Request for Proposal (RFP No. 85-96/98) for providing thH
required services on April 4, 1997; and
WHEREAS, specification packages for the Request for Proposals were issued to fifty-fivH
firms, and resulted in one response; and
WHEREAS, an Evaluation Committee appointed by the City Manager met on June 22 I
1997, and unanimously voted to recommend that the Administration be authorized to COmmelCi:~
negotiations with the sole respondent, Rauscher Pierce Refsnes, Inc.; and
WHEREAS, such negotiations have been concluded with the Agreement between Rausche'"
Pierce Refsnes, Inc. and the City of Miami Beach for Financial Advisory Services (the "Financicl
Services Agreement"), attached hereto and incorporated by reference herein, which provides fO'"
Rauscher Pierce Refsnes, Inc. to serve as the City's Financial Advisor for a two (2) year peroe,
with three (3) one-year renewal options; and
WHEREAS, the City Manager herein recommends that the Mayor and City Commis~doll
authorize the Mayor and City Clerk to execute the Financial Services Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CIT"
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission
hereby accept the recommendation of the City Manager and authorize the Mayor and City Cer .~
to execute the Financial Services Agreement substantially in the form attached hereto.
PASSED and ADOPTED this 16th day of July, 19
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ATTEST:
t6Lu$ f~~
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECunoN
CITY CLERK
11/(#4-
C A1tomey
2{fJ~
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
I-=-.~
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OFFICE OF THE CITY MANAGER TELEPHONE: (30!i) 613-7010
FAX: (30!i) 613-7782
COMMISSION MEMORANDUM NO. 528-9l
TO:
Mayor Seymour Gelber and
Members of the City Commission
July 16, 1 n9~
FROM:
Jose Garcia-pedrosa... !.,u. .
City Manager /.~
L/
Request to Select Rauscher Pierce Refsnes, Inc., Pursuant to RFP No. 85.
96/98 To Provide Financial Advisory Services to the City of Miami Beach fo.'
a Two-Year Period, with Three One-Year Renewal Options, and Authorize thll'!
Mayor and City Clerk to Execute the Attached Agreement
SUBJECT:
ADMINISTRATION RECOMMENDATION:
To make the selection and authorize the Mayor and City Clerk to execute the atttached agreem:mt.
CONTRACT FUNDING:
Funding is available from budget for Bond issuance costs for each bond issue.
BACKGROUND:
The City of Miami Beach issued RFP Number 85-96/98 on April 4, 1997, to solicit proposals fo.
providing financial advisory services to the City of Miami Beach for a two-year period with tr reli~
one-year renewal options. Fifty-five specification packages were mailed, resulting in the rec'3i~t
of one proposal from Rauscher Pierce Refsnes, Inc. Upon inquiry, it was reported to us that at
least 10 potential respondents decided to wait for the more lucrative RFP on investment bankin!1
services.
The Financial Advisor will participate in future bond issues by assisting the City with developrr er t
of timetables, preparation of preliminary and final official statements, bond resolutions, and 01 he.
documentation as may be required, Further the financial advisor will make recommendation 5 c f
appropriate credit structures, evaluate the use of various credit enhancements, participate ill
presentations to the rating agencies and review the marketing and sale of any debt prior to, du'in!1
and after the pricing of the bonds. Additionally, the selected firm shall assist the City in thl!
development of and implementation of various investment strategies for the City's funds,
Agenda Item ftl~
Date
( - It,. -91
The following Evaluation Committee met on June 23, 1997 to discuss, evaluate, and consider thf~
sole proposal:
Michael Lehn, Sr. Vice President, Sun Trust, Miami, N.A.
Joy Malakoff, Sr. Vice president, Colonial Bank
Harry Mavrogenes, Assistant City Manager, City of Miami Beach
Lillian Conrad, Internal Auditor, City of Miami Beach
Patricia Walker, Finance Director, City of Miami Beach
ANALYSIS:
Some of the key factors which were considered during the evaluation process were the respondenfs
experience in serving as financial advisor for similar financings, the experience of the personnel to
be assigned to work with the City, and the quality of the work provided to the City over the last hilo
years as Financial Advisor.
RPR was founded in 1933 and provides financial advisory, investment banking and securiti~s
brokerage services to a wide range of municipal, corporate, institutional and individual clients a1d
is a member firm of the National Association of Securities Dealers. RPR has approximately '1,0)0
employees in 26 offices across the western and southern United States and is one of the natiOl!l'S
largest regional brokerage firms. In 1981, RPR merged with and became a wholly-owned subs:diclry
of Inter-Regional Financial Group, a publicly owned financial holding company listed on the New Yc. rk
Stock Exchange, with over 2,500 employees.
RPR has served as the financial advisor to the City of Miami Beach and the Miami Bea:;h
Redevelopment Agency for the past two years. RPR has similar contracts serving as finc:nc lal
advisor for Dade County for its Water and Sewer and Seaport Departments, the Dade Cow ty
Expressway Authority, the cities of North Miami Beach and Aventura, and the Village 01 K~y
Biscayne.
RPR has disclosed in proposal documents that it is one of a number of firms that has been invl)lv~d
in the SEC's broad based investigations of taxable note issues in 1993 and 1994 in Orange Co un:y,
CA, where RPR served as financial advisor. Additionally, the firm has received an informal inqu ry
from the SEC in regard to a bond issued by the City of Miami on which RPR served as sen or
underwriter.
Additionally, information has been disclosed regarding their role as financial advisor to the Daje
County Seaport Department. RPR continues to serve as Financial Advisor to Dade County cine is
not the subject of any investigation in connection with the Dade County Seaport Department
The response was found to be in compliance with the RFP specifications, and the Evaluati)n
Committee unanimously voted to recommend that authorization be granted to conduct negotic,tiol1s
with RPR. At the July 2, 1997, meeting of the City Commission, this item was deferred so that t,e
Finance Director could negotiate the terms of the written agreement with RPR. The result of tI at
negotiation is the Agreement between Rauscher Pierce Refsnes and City of Miami Beach or
Financial Advisory Services, (the "Financial Services Agreement"), which is attached hereto.
The Financial Services Agreement is for a period of two years with three one-year renewa s,
however, either party may terminate the Financial Services Agreement, with or without cause, up m
30 day's notice to the other party.
CONCLUSION:
The City Manager's recommendation is that the Commission authorize the Mayor and City Clmk to
execute the Financial Services Agreement substantially in the form attached hereto.
JGP:PDWcp
AGREEMENT BETWEEN
RAUSCHER PIERCE REFSNES, INC.
AND
CITY OF MIAMI BEACH, FLORIDA
FOR FINANCIAL ADVISORY SERVICES
1. PARTIES. The parties to this Agreement ("Agreement") are the City of Miami Beach,
Florida ("CITY") and Rauscher Pierce Refsnes, Inc. ("RPR") as financial advisor.
2. PURPOSE. The purpose of this Agreement is to secure for the CITY the services c f an
experienced and qualified financial advisor to assist the CITY in the issuance of debt an d
the evaluation of financial strategies, capital structure and debt management.
3. TERM. The term of this Agreement shall be for two (2) years commencing on July 1, 1997
and ending June 30, 1999. Upon agreement of the parties, this Agreement may be extende:i
for three additional one year terms under the same terms and conditions provided herein.
4. SCOPE OF SERVICES.
RPR shall perform all financial advisory services for the CITY that are necessary in
connection with the issuance, remarketing and restructuring of debt issuances, loans
or other obligations. These financial advisory services shall be called "Debt
Services. "
As requested by the CITY, the Debt Services shall include the following:
a. Preparing a time schedule coordinating the necessary actions of CITY's IE ga,
managerial and financial representatives and scheduling the date of the sale of bond:,
loans or other obligations and availability of proceeds.
b. Providing estimated interest rates and final amortization schedules to CITY.
c. Advising CITY and staff as to market conditions and recommending the timing ( f
the sale of bonds, loans or other obligations.
d. Advising as to the provisions regarding redemption or defeasance of any prop(lse.1
obligations prior to maturity.
e. Providing recommendations regarding accounts and flow of funds, rate covenant te~ t
for the issuance of parity obligations, audit reports and other details which may b.~
set forth in the legal documents supporting future financings.
f. Coordinating the bond, loan or obligation working group consisting of CITY, it;
staff, underwriters, bond counsel and others and attend necessary meetings, hearing;
and otherwise assist in matters relating to administrative, judicial, legislative aId
other governmental bodies.
g. Assisting in the preparation of Preliminary and Final Official Statements and c th :r
necessary documents, ordinances, resolutions and trust indentures.
h. Providing legal counsel with information and details necessary for drafting oJ'tl e
authorizing bond or loan documents.
1. Assisting CITY with the selection of a paying agent and registrar and trustee 0:' tl e
bond, loan or other type of obligations, if necessary.
J. Coordinating with and providing the municipal bond rating agencies (and munic ip;; 11
bond insurers and letter of credit providers, if applicable) with information neceSSal Y
to stimulate interest and obtain the highest possible rating on CITY bonds, loafS ( r
other type of obligations.
k. Advising CITY in arranging for printing of necessary documents, execution an i
signing and delivery of the obligations after sale.
1. Advising as to the advantages and disadvantages of various credit enhancem(:nt :,
including the feasibility and desirability of acquiring insurance, letters of credit, c th< r
credit facilities, or investment agreements.
m. Assisting with validation proceedings, if necessary, and testifying as an expe t
witness on the financing program.
n. Coordinating and assisting CITY at bond or loan closings.
o. Development of investment programs for bond or loan proceeds.
p. In connection with a competitive sale, RPR will provide the following additiom I
financial advisory services necessary in connection with the issuance, remarke tin .~
and restructure of debt issuances, loans or other obligations:
1. In cooperation with legal counsel, preparing the official notice for sale ofth~
bonds.
11. Arranging for the insertion of necessary advertisement ofthe notice ofml:
in The Bond Buyer.
111. Assisting CITY at the time of sale in checking all bids for compliance wit 1
bid specifications, and making a recommendation to the CITY as to wherhe"
Page 2
an award of bonds or notes on the terms offered would be in the best intcre:t
of CITY.
q. In connection with a negotiated sale, RPR will, at the request of the CITY, pro ,'ic e
the following additional financial advisory services in connection with the issuanc.:,
remarketing and restructure of debt issuances, loans or other obligations:
1. Assisting in the selection of the underwriting syndicate.
11. Evaluating the bond purchase agreement and advising as to its acceptance ( r
rejection in light of market conditions.
5. COMPENSATION. In consideration of the services provided for in this Agreemem,
specified as Debt Services, CITY shall pay to RPR:
For bond issues, including the full Debt Services described within this Agreement, Rl'R s
fee schedule for advisory services to the CITY shall be as follows:
Transaction Size
$/Bond
Maximum
$10,000,000 or less
$1.25/Bond
$12,500*
$10,000,001 to $50,000,000
$1.25/Bond
$62,500
$50,000,001 and Higher
$l.OO/Bond
$120,500
* $12,500 would be the minimum fee RPR would charge for any completed transacticn.
This fee schedule will apply to all types of borrowings sold at either competitive: c r
negotiated sales. These fees would be in effect for the duration of the contract period.
Additional services may be rendered upon request of CITY at the following rate:
$125/Per Hour
$100/Per Hour
Managing Director
Assistant Vice President
Senior Vice President
Associate/Analyst
First Vice President
Vice President
Page 3
6. EXPENSES. In addition to all other fees and charges allowed by this Agreement, CIIT'(
shall pay all reasonable out-of-pocket expenses incurred for transportation, lodging, IT ea s
and incidentals in connection with travel performed by RPR as a result of its performim<e
under this contract, and of the cost of communications, materials and supplies used j n
connection with an information program, postage, data processing services, telephone arj
shipping expenses related to the duties ofRPR hereunder, upon submission of approp'ia e
documentation to the extent reasonably available.
7. SALE OF CITY BONDS. RPR will not participate either directly or indirectl:, (S
underwriter in the sale of bonds issued by or on behalf ofthe CITY.
8. INVESTMENT ADVICE AND ASSISTANCE. RPR will provide advice and assistm< e
as to the investment of certain proceeds from the sale of the CITY's debt obligation;,
However, it is acknowledged that the purchase and sale of securities or other investment;,
at the request of the CITY, whether such funds are for construction purposes, reserve Jurj
deposits, for ultimate use in defeasing outstanding obligations of the CITY, or f( r
investment of any funds of the City, do not constitute the rendering of financial advi)OI y
services and are not subj ect to the terms of this Agreement. RPR will charge its normal ar j
customary commission for such purchase or sale transaction. All fees and commissions wi II
be approved by the CITY prior to the execution of any investment related trade.
9. AUTHORIZATION AND COMMENCEMENT OF WORK. RPR shall not be enttleJ
to any compensation, fees or expenses unless, RPR shall have, prior to the incurring of an y
expense or the performing of any service, received the authorization and permission thelef( r
from the CITY. CITY has the right to specify the schedule RPR will use in performin g
assigned tasks and shall have the right to delay or exclude tasks to be performed by RPI:~.
CITY shall only be obligated to pay for services actually rendered.
10. ASSIGNMENT. RPR shall not assign any interest in this Agreement and shall not trar.sfl r
any interest, whether by assignment or novation without prior written consent of CITY.
11. CONFLICT OF INTEREST. RPR has not had, does not have, nor will entertain an if
implied, verbal or written understanding or contract with any other investment banking 'in 1
in regard to the negotiation of, or participation in, the approved financing plan except i1 i- s
capacity as financial advisor to CITY. Unless otherwise directed and approved by CIf',',
RPR agrees not to be a member of an investment banking group proposing to pro'/id:::
financing to CITY.
12. AGREEMENT. This Agreement may be executed in one or more copies, each ofwhic 1
shall be an original, but the copies shall together constitute but one and the same contra<. t
which may be amended with the consent of both parties from time to time, and shall b
construed under the laws of the State of Florida.
Page 4
13. EXECUTION. To witness this Agreement, the parties have caused their representativf:s 1)
execute this Agreement as of the date signed by the Representative of CITY.
14. Either party may terminate this Agreement with or without cause, upon thirty (30) da) s
written notice to the other party. In the event of termination ofthis Agreement, RPR sha I
be paid for all Debt Services rendered prior to termination.
15. Upon request by CITY, copies of all documents prepared by RPR pursuant to ths
Agreement shall be delivered to CITY by RPR, and said documents shall become th;l
property of CITY, without restriction or limitation on their use.
16. MISCELLANEOUS PROVISIONS.
a. All notices or other communications which shall or may be given pursuant to thl8
Agreement shall be in writing and shall be mailed addressed to the other party a1 tbe
address indicated herein or as the same may be changed from time to time.
Such notice shall be deemed given on the day on which personally served; or ifbv
mail, on the fifth business day after being posted or the date of actual receip.,
whichever is earlier. Notices shall be mailed to:
CITY:
Ms. Patricia Walker
Finance Director
City of Miami Beach
1700 Convention Center Drive
3rd Floor
Miami Beach, Florida 33139
RPR:
Rauscher, Pierce Refsnes, Inc.
Miami Center - Suite 830
201 South Biscayne Boulevard
Miami, Florida 33131
Attn: Percy R. Aguila, Jr.
b. No waiver or breach of any provision of this Agreement shall constitute a waiVEr ( f
subsequent breach of the same or any other provision hereof, and no waiver shall b.~
effective unless made in writing.
c. Should any provisions, paragraphs, sentences, words or phrases contained in thi.~
Agreement be determined by a court of competent jurisdiction to be invalid, illeg, I
or otherwise unenforceable under the laws of the State of Florida such provisil)m,
paragraphs, sentences, word or phrases shall be deemed modified to the exter t
necessary in order to conform with such laws, then shall be deemed severable, an 1
Page 5
in either event the remaining terms and provisions of this Agreement shall reman
unmodified and in full force and effect.
d. Any litigation, arbitration or administrative proceeding arising hereunder sha I 1 e
conducted in Dade County, Florida.
By:
'.....,' ,J
ATTEST:
APPROVED ~S '110
FORM & LANC;.uI'GE
& fOR EXECUi1'Jt',:)N
~~ Pw-~
City Clerk
11/~
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j'~
RAUSCHER PIERCE REFSNES, INC.
By:
Pe cy R. A a, Jr.
V'ce Presiden
I
I
I
\ /
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. U!t/; K~dfJ)~A-/'
Dale R. Henderson
Managing Director
By:
F:IA TTOILEVL IRESOLUTSIRPRF A2.AGR
July 8,1997 (3:13pm)
Page 6