96-041 RESOLUTION NO. 96-41
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AVENTURA, FLORIDA SELECTING THE FIRM OF
RAUSCHER PIERCE REFSNES, INC., TO PERFORM
FINANCIAL ADVISORY SERVICES; AUTHORIZING THE
CITY MANAGER TO EXECUTE THE ATTACHED
AGREEMENT FOR FINANCIAL ADVISORY SERVICES;
AGREEING TO THE SCOPE OF SERVICES AND FEES
CONTAINED IN SAID AGREEMENT; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the City of Aventura has requested proposals from firms to perform
financial advisory services for prospective financing programs; and
WHEREAS, said proposals were evaluated by a Review Team consisting of the
Director of Finance Support Services and the City Manager; and
WHEREAS, said Review Team recommends that the top three ranked firms, based
on the firms' experience and qualifications, be: 1) Rauscher Pierce Refsnes, Inc.; 2) William
R. Hough & Co.; and 3) Fidelity Financial Services, L.C.; and
WHEREAS, City staff recommends that a contract be entered into with Rauscher
Pierce Refsnes, Inc. providing for said firm to provide financial advisory services and the
City Council concurs with said recommendation.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF AVENTURA, FLORIDA, THAT:
Section 1. The firm of Rauscher Pierce Refsnes, Inc. be and the same is hereby
selected to perform financial advisory services for the City.
Section 2. This firm has been selected on the basis of their experience and
qualifications. However, as part of their proposal, they included a proposed contract and
basis of fee.
Section 3. The City Manager is hereby authorized to execute the attached
agreen~ent for financial advisory services between the City and Rauscher Pierce Refsnes,
Inc. and whereby the City Council agrees to the scope of services and fees.
Section 4. This Resolution shall become effective immediately upon its adoption.
Resolution No.96-41
Page 2
The foregoing Resolution was offered by Councilmember Beskin, who moved its
adoption. The motion was seconded by Vice Mayor Rogers-Libert, and upon being put to a
vote, the vote was as follows:
Councilmember Arthur Berger yes
Councilmember Jay R. Beskin yes
Councilmember Ken Cohen yes
Councilmember Harry Holzberg yes
Councilmember Jeffrey M. Perlow yes
Vice Mayor Patricia Rogers-Libert yes
Mayor Arthur I. Snyder yes
PASSED AND ADOPTED this 2nd day of
AF~U~ ~. SNYI~ER~MAYOR
ATTEST:~
TERESA M. SMITH
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
HK/tms
RAUSCHER PIERCE REFSNES, INC_
AGREEMENT BETWEEN
RAUSCHER PIERCE REFSNES, INC.
AND
CITY OF AVENT~ FLORIT~A
FOR FINANCIAL ADVISORY SERVICES
1. PARTIES. Tho parties to this Agreement ("Agreement") are the City of Aventura,
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 of
an experienced and qualified financial advisor to assist the CITY in the issuance of
debt and the evaluation of financial strategies, capital structure and debt management.
3. TERM. The term of this Agreement shall be for twelve (12) months commencing on
October 3, 1996 and ending October 3, 1997. Upon agreement of the parties, this
Agreement may be extended for additional one year terms under the same terms and
conditions provided heroin.
, 4. SCOPE OF SERVICES:
DEBT 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 finsnoial advisory services shall be called "Debt Services".
As requested by the CITY, the Debt Sotnfices shall include the following:
a. Preparing ~ time schedule coordinating the necessary actions of CITY'S
legal, managerial and financial representatives and acheduling the date of
the sale of bonds, 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 of the sale of bonds, loans or other obligations.
Miami Ccntcr* 201 S. Biscayne Bouicvard~ Suite 830 * ~i, Plorida 33131 · (305) $77-4400 * PAX (305) $W-4838
Memb~ ~etv York Stock ]~m£~ Inc.
d. Advising as to the provisions regarding redemption of defeasance of any
proposed obligations prior to maturity.
e. Providing recommendations regarding accounts and flow of funds, rate
~ covenant test for the issuance of parity obligations, audit reports and other
details which may be set forth in the legal documents supporting future
f. Coordinating thc bond, loan or obligation working group consisting of
CITY,' its staff, underwriters, bond conn.~el and others and attend
necessary meetings, hearings and otherwise assist in matters relating to
administrative, judicial, legislative and other governmental bodies.
g. Assisting in the prcparation of Preliminary and Final Official Statements
and other necessary documents, ordinances, resolutions and trust
indentures.
h. Providing legal counsel with information and details necessary for drafting
of the authorizing bond or loan documents.
i. Assisting CITY with the selection of a paying agent and registrar and
trustee for the bond, loan or other type of obligations, if necessary.
j. Coordinating with and providing the municipal bond rating agencies (and
municipal bond insurers and letter of credit providers, if applicable) with
information necessary to stimulate interest and obtain the highest possiblc
rating on CITY'S bonds, loans or other type of obligations.
k. Advising CITY in arranging for printing of necessary documents,
execution and signing and delivery of the obligations after sale.
1. Advising as to the advantages and disadvantages of various credit
· enhancements, inoluding the feasibility and desirability of acquiring
insurance, letters of credit, other credit facilities, or investment
agreements.
m. Assisting with validation proceedings, if necessary, and testifying as an
export 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.
RAUSCHER PIERCE REFSNES, INC.
p. In connection with a competitive sale, RPR will provide the following
additional financial advisory services necessary in connection with the
issuance, remarketing and resh'ucturo of debt issuances, loans or other
obligations:
i. In cooperation with legal counsel, preparing the official notice for
sale of the bonds.
ii. Arranging for the insertion of necessary advertisement of the notice
of sale in Bond Buyer.
iii. Assisting CITY at the time of sale in checking all bids for
compliance with bid specifications, making a recommendations to
the award of bonds or notes that are in the best interest of CITY.
q. In connection with a negotiated sale, RPR will provide the following
additional financial advisory services in connection with the issuance,
remarketing and restructure of debt issuances, loans or other obligations:
i. Assisting in the selection of the underwriting syndicate.
ii. Evaluating the bond purchase agreement and advising as to its
acceptance or rejection in light of market conditions.
5. COMPENSATION. In consideration of the services provided for in this Agreement,
specified as Debt Services, CITY shall pay to RPR:
For bond issues, including the full Debt Services described within this Agreement,
RPR's fee schedule for advisory services to the CITY shall be as follows:
$0.75 per $1,000 of Bonds: Revenue Bonds Issued
$0.50 per $1,000 of Bonds: General Obligation Bonds
Subject to a minimum fee per lransaction:
$12,500 All Issue~ UP to $25 Million
$15,000 All Issues Over $25 Million
This fee schedule will apply to all types of borrowings sold at either competitive or
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:
$150/Per Hour ~
Principal Assistant Vice President
Managing Director Associate
First Vice President
Vice President
3
RAUSCHER PIERCE REFSNES, INC.
6. ~ In addition to all other fees and charges allowed by this Agreement,
CITY shall pay all reasonable out-of-pockct cxpcnses incurred for tran.~portation,
lodging, meals and incidentals in connection with travel performed by RPR as a
result of its performance under this contract, and for thc cost of comm~lications,
materials and supplies used in connection with an information program, postage, data
processing setwices, telephone and shipping expenses related to the duties of RPR
hereunder, subject to a maximum of $1,500.00 per completed tran.naction
contemplated under the Scope of Services, upon submission of appropriate
documentation to the extent reasonably available.
7. AUTHORIZATION AND COMMENCEMENT OF WORK. RPR shall not be
entitled to any compensation, fees or expenses unless, RPR shall have, prior to the
incurring of any expense or the performing of any service, received the authorization
and permission therefor from the CITY. CITY has the right to specify the schedule
RPR will use in performing assigned tasks and shall have the right to delay or
exclude tasks to be performed by RP1L CITY shall only be obligated to pay for
services actually rendered.
8. ASSIGNMENT. RPR shall not assign any interest in this Agreement and shall not
transfer any interest, whether by assignment or novation without prior written
consent of CITY.
Michael I. Abrams, Senior Vice President or Percy iL Aguila, Jr., Vice President will
have primary responsibility for work performed by RP1L RPR agrees not to remove
Mr. Abrams or Mr. Aguila from this assignment without written consent of CITY.
Other experienced personnel of RPR will be provided to perform the services
hereunder to the extent required.
9. CONFLICT OF INTEREST. RPR has not had, does not have, nor will entertain
any implied, verbal or written understanding or contract with any other inve~haent
banking f'mn in regard to the negotiation of, or participation in, the approved
financing plan except in its capacity as financial advisor to CITY. Unless otherwise
directed and approved by CITY, RPR agre~ not to be a member of an investment
banking group proposing to provide financing to crrY.
10. ~ This Agreement may be executed in one or more copies, each of
which shall be an original, but the copies shall together constitute but one and the
same contract which may be amended with the consent of both parties from time to
time, and shall be construed under the laws of the State of Florida.
11. ~ To wimess this Agreement, the parties have caused their
representatives to execute this Agreement as of the date signed by the Representative
ofcrrY.
RAUSCHER PIERCE REFSNES, INC.
12. Either party may terminate this Agreement with or without cause, upon thirty (30)
days written notice to thc other party. In the event of termination of this Agreement,
RPR shall be paid for all Debt Services rendered prior to termination.
13. Upon request by CITY, copies of all documents prepared by RPR pursuant to this
Agreement shall be delivered to CITY by RPR, and said dooumants shall become
the property of CITY, without resixietion or limitation on their uso.
14. MISCELLANEOUS PROVISIONS.
a. All notices or other communications which shall or may be given pursuant
to this Agreement shall be in writing and shall be mailed addressed to the
Other party at the address indicated herein or as the same may be changed
fi'om time to time.
Such notice shall be deemed given on the day on which personally served;
or if by mail, on the fifth business day after being posted or the date of
actual receipt, whichever is earlier. Notices shall be mailed to:
CITY: Mr. Eric M. Soroka
City Manager
City of Aventura
Government Center
2999 N.E. 191st Street, Suite 500
Aventura, Florida 33180
RPR: Rauscher, Pierce Refsnes, Inc.
Miami Center - Suite 830
201 South Biscayne Boulevard
Miami, Florida 33131
Atto: Michael I. Abrams
b. No waiver or breach of any prevision of this Agreemant ~ cxm~tituto a
waiver of subsequent breach of the ~ame or any other provision hereof; and
no waiver shall bc effective unless made in writing.
c. Should any provisions, paragraphs, sentences, word or phrases contained
In this Agreement be dete~niined by a court of competent jurisdiction to be
invalid, illegal or otherwise unenforceable under the laws of the State of
Florida such provisions, paragraphs, sentences, word or phrases shall be
deemed modified to the extent necessary in order to conform with such
laws, then shall be deemed severable, and in either event, the remaining
terms and provisions of this Agreement shall remain unmodified and in
full force and effect.
RAUSCHER PIERCE REFSNES, INC.
d. Any litigation, arbitration or administrative proceedings arising hereunder
shall be in Dade County, Florida.
CITY OF AVENTUR~ FLORIDA
Bric M. Somka
City Manager
RAUSCHER PIERCE REFSNES, INC.
Michael I. Abrams
First Vice President
BY: ~
Dale IL Henderson
Managing Director
RAUSCHER PIERCE REFSNES, INC.