Res No 169-10-13203RESOLUTION NO. 169-10-13203
A Resolution of the Mayor and City Commission of the City of
South Miami, Florida, authorizing the Acting City Manager to
issue an RFQ for City's Financial Advisor to analyze the City's
financial position with respect to bond re- financing; and providing
an effective date.
WHEREAS, the city attorney believes that time is of the essence and that it is in
the best interest of the City to retain a Financial Advisor and has recommended the
services of a Financial Advisor to analyze the City's financial position with respect to
bond re- financing.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1. That the City Commission hereby authorizes the Acting City
Manager to issue an RFQ for City's Financial Advisor to analyze the City's financial
position with respect to bond re- financing.
Section 2. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 17 day of August 2010.
ATTEST: APPROVED:
4.
Y CLERK MAYO t
COMMISSION VOTE:
5 -0
READ D APPROVED AS TO FORM
AND ICIENCY: Mayor Stoddard:
Yea
Vice Mayor Newman:
Yea
Commissioner Palmer:
Yea
Commissioner Beasley:
Yea
CITY ATTORNEY Commissioner Harris:
Yea
Page 1 of 1
Additions shown by underlining and deletions shown by °tts.
Exhibit A
AUGusT 2, 2010
Honorable Mayor and City Commissioners
City of South Miami
City hall
6130 Sunset Drive
South Miami, Florida 33143
Ladies and Gentlemen:
1. Retention of RBC Capital Markets Corporation. We understand that the City of South Miami, Florida
("Issuer" or "you ") is seeking a loan from a local or national banking institution ( "Bank Loan ") and that in
connection with such Bank Loan you hereby agree to retain RBC Capital Markets Corporation ( "RBC CI W')
as your financial advisor in accordance with the terms of this financial advisory agreement ("Agreement
This Agreement shall apply only to matters pertaining to the Bank Loan.
2. Scope of Services. As financial advisor, we agree to perform the following services:
(a) We will conduct a review of the financial resources of the Issuer to determine the extent of the
borrowing capacity of the Issuer. This review will include an analysis of (1) the existing debt structure
in relation to sources of income projected by the Issuer which may be pledged to secure payment of
the Bank Loan, and (2) where appropriate, the trends (as estimated by representatives of the Issuer) of
pledgible revenues and future financing needs. In the event revenues of existing or potential projected
facilities operated by the Issuer are to be pledged to repayment of the Bank Loan then under
consideration, our review will take into account any outstanding indebtedness payable from the
revenues thereof and any additional revenues to be available from any proposed rate increases, as
projected by consulting engineers employed by the Issuer. We will also take into account future
financing needs, obligations and operations as projected by the Issuer's staff.
(b) On the basis of the information and estimates developed through our review described above and other
information that we consider appropriate, we will submit written recommendations with respect to a
plan of finance for arranging the terms of the Bank Loan that will include (1) the date of issue, (2)
interest structure (fixed or variable), (3) interest payment dates, (4) a schedule of maturities, (5) early
redemption options, (6) security provisions, and (7) other matters that we consider appropriate to the
Bank Loan.
(c) We will prepare, solicit and evaluate "request for proposals" on behalf of the Issuer from local and
national banking institutions.
(d) We will provide assistance in negotiating terms of the loan documents in collaboration with the Issuer,
the Issuer's solicitor and bond counsel.
(e) We will evaluate a commitment letter to be signed by the lender and the Issuer.
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(f) Work with counsel on the transaction, including bond counsel whom you retain, who will be
recognized municipal bond attorneys, whose fees will be paid by you, and who will prepare the
proceedings, provide legal advice concerning the steps necessary to be taken to arrange the Bank Loan,
and issue an unqualified opinion (in a form standard for the particular type of financing) approving the
legality of the Bank Loan and (as applicable) tax exemption or taxable nature of the interest paid
thereon. Generally, working with counsel will mean coordinating with the attorneys and assisting in
the financial advisory aspects of preparing appropriate legal proceedings and documents.
(g) Attend meetings of governing bodies of the Issuer, its staff, representatives or committees as
requested.
(h) Coordinate with all parties to consummate the placement of the Bank Loan in a timely manner.
You acknowledge that advice and recommendations involve professional judgment on our part and that the results
cannot be, and are riot, guaranteed.
3. Information to be Provided to RBC CM. You agree (upon our request) to provide or cause to be provided
to us information relating to the Issuer, the security for the Bank Loan, and other matters that we consider
appropriate to enable us to perform our duties under this Agreement. With respect to all information provided
by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a
form reasonably satisfactory to us) from appropriate Issuer representatives as to the accuracy of the
information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from
representatives of parties other than the Issuer. You acknowledge that we are entitled to rely on the accuracy
and completeness of all information provided by you or on your behalf
4. Fees and .Expenses. In connection with the services rendered by RBC CM pursuant to this Agreement, you
agree that our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become
due and payable simultaneously with the completion of the Bank Loan. Our fee does not include and we will
be entitled to reimbursement from you for any actual "out -of- pocket" expenses incurred in connection with
the provision of our services, including reasonable travel expenses or any other expenses incurred on your
behalf. These expenses will be due and payable when presented to the Issuer.
5. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the
financing plan for the Bank Loan covered by this Agreement, we will be pleased to provide our assistance
upon request. The nature of our assistance will be set forth in an amendment to this Agreement or in another
separate document:
6. Other Conditions. In addition to the terms and obligations herein contained, this Agreement is subject to the
following special conditions: the scope of services includes determination of tine City's compliance with legal
financial covenants contained in its outstanding debt obligations but specifically excludes any involvement in
potential litigation resulting from any of the City's debt being determined taxable by the Internal Revenue
Service.
7. Term of Agreement and Waiver of Sovereign Immunity, This Agreement shall be for a period of six
months (the "Term") from its date or until successful completion of the Bank Loan; however, this Agreement
may be terminated by either party upon thirty days written notice. You agree and understand that this
Agreement is a contract for services and waive any claims you may have that you are immune from suit by
virtue of any law, statute, or claim for any matter arising from or relating to this Agreement. Paragraphs 4
(insofar as it concerns reimbursable expenses) and 7 (insofar as it concerns waiver of sovereign immunity)
will survive any termination of this Agreement.
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8. Miscellaneous Provisions. This Agreement is submitted in duplicate originals. Your acceptance of this
Agreement will occur upon the return of one original executed by an authorized Issuer representative, and you
hereby represent that the signatory below is so authorized. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect. This Agreement constitutes the entire agreement between the
parties as to the subject matter thereof and supersedes any prior understandings or representations. This
Agreement may be amended or modified only by a writing signed by both parties. This Agreement is solely
for the benefit of the Issuer and RBC CM, and no other person. RBC CM may not assign this Agreement
without your prior written consent.
RBC CAPITAL MARKETS CORPORATION
By —
Name Richard Montalbano
Title Managing Director
Date
ACCEPTANCE
ACCEPTED this ( 1 day of ( 1> 20_
By
Name
Title
Date
Attest:
By
Name
Title
Date
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FEE SQI- TEI3ULE
In consideration for the services rendered by RBC CM, the Issuer agrees that our fee for scope of services
outlined in this agreement based on the following hourly rates with a minimum fee of $20,000.
RBC CM will bill the issuer monthly until the loan closing. Monthly billings are due within 25 days of Invoice.
Any balance owed at the time of closing will be paid from loan proceeds at closing.
Hourly Rates
Managing Director
Director
Vice President
Associates
Analyst
Support Staff
$350.00 per hour
$300 per hour
$275 per hour
$250 per hour
$150 per hour
NO CHARGE
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