30ITITIM, PTA Mloff
To: The Honorable Mayor & Members of the City Commission
Via: Hector Mirabile, City Manager
From: Alfredo Riverol, Finance Director
Date: September 14, 2010 Agenda Item No.:
A Resolution of the Mayor and City Commission of the City
of South Miami, Florida, authorizing the City Manager to
Subject: hire FirstSouthwest as the City's Financial Advisor to
analyze the City's financial position with respect to bond re-
financing; and providing an effective date.
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. The engagement recommended for the services of
FirstSouthwest are to analyze the City's financial position
with respect to bond re- financing of the parking garage
Background: bonds.
Furthermore, the engagement provides for an hourly rate
for non - transactional items which may be used by the City
for additional services.
Attached FirstSouthwest Engagement Letter
Documentation:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
RESOLUTION NO.
A Resolution of the Mayor and City Commission of the City of
South Miami, Florida, authorizing the City Manager to hire
FirstSouthwest as the 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. The engagement recommended
for the services of FirstSouthwest are to analyze the City's financial position with respect
to bond re- financing; and
WHERAS, the engagement provides for an hourly rate for non - transactional
items which may be used by the City for additional services.
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 City Manager to
engage in an agreement with FirstSouthwest as the City's Financial Advisor to analyze
the City's financial position with respect to bond re- financing_ pending review and
approval of the engagement letter by the City Attorney.
Section 2. That the City Commission hereby approves the attached
engagement from FirstSouthwest dated September 13, 2010, and annexed to this
Resolution as Exhibit A, pending review and approval of the engagement letter by the
City Attorney.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this day of 2010.
8101117. 6
CITY CLERK
READ AND APPROVED AS TO FORM
AND SUFFICIENCY:
CITY ATTORNEY
Page 1 of 2
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Newman:
Commissioner Palmer:
Commissioner Beasley:
Commissioner Harris:
Additions shown by underlining and deletions shown by ever�a ikiag.
First®utwest
A PlainsCapital Company,
18851 NE 29th Avenue
Suite 520
Aventura, FL, 33180
(305) 819 -8886 Direct
(305) 819 -9995 Fax
September 13, 2010
Mr. Alfredo Riverol
Finance Director
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Dear Mr. RiveroL
Edward Marquez
Senior Vice President
edward.marquez@f'istsw.com
fistsw.com
On behalf of First Southwest Company (FirstSouthwest), I thank you for the opportunity to serve the City
of South Miami as its Financial Advisor. Please let this letter confirm the terms of our engagement.
Scope of Services
As Financial Advisor, we agree to perform the following services:
(1) For the planned refunding of the City's Series 2002A and Series 2006 Bonds issued through the
Florida League of Cities and the 2009 SunTrust Bank Loan:
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 (i) 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 (ii) where appropriate, the trends (as estimated by
representatives of the Issuer) of pledge -able 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 (i)
the date of issue, (ii) interest structure (fixed or variable), (iii) interest payment dates, (iv) a
schedule of maturities, (v) early redemption options, (vi) security provisions, and (vii) 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, he Issuer's solicitor and bond counsel.
e. We will evaluate a commitment letter to be signed by the lender and the Issuer; and
(2) Other financial services as requested by the City.
Engagement Duration
The engagement will be for a one -year period from the date of acceptance below. The engagement may
be renewed for two additional one -year periods at the option of the City.
Compensation
See Exhibit I attached for the terms of compensation.
Please indicate your acceptance of these terms by your signature below. I and the entire FirstSouthwest
team, look forward to serving the City.
Sincerely yours,
Edward Marquez
Senior Vice President
Accepted:
ME
Date:
Exhibit I
Compensation for Services Rendered
A. For each debt transaction, FirstSouthwest will charge a transactional fee (based
on $1,000 of par amount) as shown below:
Amount of Debt Issued Fee(')
For the first $10,000,000 $17,500
For the next $10,000,000 $1.00 per $1,000
For the next $20,000,000 $0.80 per $1,000
Greater than $40,000,000 $0.70 per $1,000
(')Minimum $17,500 per transaction.
In addition, FirstSouthwest will act as sole bidding agent for the structuring and investment of certain
debt instrument proceeds. FirstSouthwest agrees to structure and conduct all bids for any of the funds
authorized by the debt instrument documents and to comply with Treasury Regulation 1.148 -5 that
applies to computing the yield and value of such investments and determine required documentation. The
successful investment provider shall pay FirstSouthwest a fee equal to 0.05 percent of the weighted
average dollar amount reasonably expected to be invested each year of the investment agreement. The fee
paid by the winning provider will be the only compensation received by FirstSouthwest in connection
with its engagement of a bidding agent.
B. With respect to additional agreed upon services, FirstSouthwest will charge hourly
fees as shown below:
FirstSouthwest City of
Standard Rate South Miami
Position (per hour) Discounted Rate
(per hour)
Senior Vice President and Above $350 $210
Vice President $275 $190
Assistant Vice President $225'' $150
Analyst /Associate $190 $125
Clerical /Support $90 $50
These rates include all expenses except for outside the travel as requested by the City at rates authorized
by Florida Statute, mileage reimbursement, tolls, FedEx/UPS charges, conference calls with call -in
numbers and any extraordinary copying of presentational material.
3
Cart ID 14058
ACORDrN CERTIFICATE OF
LIABILITY INSURANCE
9/14/20
1 °ATE14 /2IY010
PRODUCER
Roach Howard Smith & Barton
8750 North Central Expressway, suite 500
City of South Miami
Alfredo Riverol, Finance Director
THIS CERTIFICATE IS ISSUED AS A MATTER
ONLY AND CONFERS NO RIGHTS UPON THE
HOLDER. THIS CERTIFICATE DOES NOT AMEND,
ALTER THE COVERAGE AFFORDED BY THE
OF INFORMATION
CERTIFICATE
EXTEND OR
POLICIES BELOW.
Dallas TX 75231
LIMITS
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
GENERAL LIABILITY
(972) 231 -1300
INSURERS AFFORDING COVERAGE
EACH OCCURRENCE
NAIC #
INSURED
$ 1,000,000
INSURERA: Great Northern ins Co
20303
INSURERS: Federal Ins Cc
12/15/2009
20281
First Southwest Company
First Southwest Asset Management
325 N. Saint Paul, Suite 800
Dallas TX 75201
INSURER C: Westchester Surplus Lines
CLAIMS MADE ❑X OCCUR
10172
INSURERD: Texas Mutual Ins Co
22945
W$URERE: Traveler's Prop & Cas of AM
25674
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
L
DD'
City of South Miami
Alfredo Riverol, Finance Director
POLICY NUMBER
POLICY EFFECTIVE
DATE MI
POLICY EXPIRATION
DATE MI
LIMITS
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
GENERAL LIABILITY
EACH OCCURRENCE
$ 11000.000
PREMISET EaEa oence
$ 1,000,000
A
X COMMERCIAL GENERAL LIABILITY
35787714
12/15/2009
12/15/2010
MED EXP(Any one person)
$ 10,000
CLAIMS MADE ❑X OCCUR
PERSONAL &ADV INJURY
_$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER'.
PRODUCTS - COMPIOP AGG
$ Included
POLICY PRO- LOG
A
AUTOMOBILE
LIABILITY
ANY AUTO
74968567
12/15/2009
12/15/2010
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY
(Per person)
$
ALL OWNED AUTOS
SCHEDULEDAUTOS
•
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON -OWNED AUTOS
•
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGO
EXCESSIUMBRELLA LIABILIW
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$ 1,000,000
E
X OCCUR CLAIMS MADE
79785393
12/15/2009
12/15/2010
$
$
DEDUCTIBLE
$
RETENTION $
D
WORKERS COMPENSATION AND
TSF0001199604
4/1/2010
4/1/2011
X WC STATU- OTH-
E. I.EACH ACCIDENT
$ 500,000
EMPLOYERS! LIABILITY
ANY PROPRIETORIPARTNER /EXECUTIVE
OFFICER /MEMBER EXCLUDED?
Texas
E.L. DISEASE - EA EMPLOYEE
is 500,000
E.L. DISEASE - POLICY LIMIT
$ 500,000
If yes, describe under
SPECIAL PROVISIONS below
E
OTHER WC /EL Other States
HEUB349IN91610
4/1/2010
4/1/2011
OS -WC Statutory Limits
OS -EL $1Mil /$/mil /$imil
C
Errors & Omissions
G23619295005
12/20/2009
12/20/2010
E &O $5,000,000 Each Occurrence
E &O $5,000,000 Aggre2ate
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
CERTInCATC HOLDER CANCELLATION
ACORD 26 (2001108)
Page 1 of 2
V AUVKU COKYVKA I IVIN TSOo
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City of South Miami
Alfredo Riverol, Finance Director
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $0 SHALL
6130 Sunset Drive
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
South Miami FL 33143
ACORD 26 (2001108)
Page 1 of 2
V AUVKU COKYVKA I IVIN TSOo
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
Page 2 of &
9/14/2010
k\{
MM
la
-
\a
sk'� Fo'fr.Eq sw3E m Q$m »sF E'a.`Y �.G A�L$`g'S
=E k yq s M
SSt $ �
sE= mdaao a °spa 2 qn 2
NEC.4 '�cgoSa.a=_ ='m_E 93gm
'mw L!
_
�.W poa = €u.m a E `ow S o9c.. "s °3 Wa xs I4
QVF'm 'Symu.. a5u RmYC tiwp i UdN�3 iJ3 �'i!�E�o ° °�w yE� H3 ms
C apw `Y a� k £�3:m E E k k pffiYO �a E 8'cxxin E @off
@..E. gY
ea "" FZ Een° nOa °3�qg mE -" �& E s�aoervs sE6 =�A g'Ew m °oa r�
/ ° = o m-°GE t $
- o �o Ew s szoa q pmm€ a5;as @ @s a mit
OW m�-.a, `5cq:5 LLw P 9n =., _ ° �` ni "& t' 5`"056. 5''� , u.= �U o o
tyF -5'm $N q,� = ^—o_ g ._3 Omz a "��� °xa roaN "'.G wag_� �'S,;, 8 ._ ^z ,a a`a^ Gs a m bra €gY
�xE}y aas � o k� m5 yr �b9A c a c00mvo 5%
0= Ed3q c°E cQ °Em3Eam� w "Na @d =uS.dn tSm £u o'er -
5- 2ER °rE2E 6g Yin rniE ^o gm �a qo in F' 2"'
_ d ap3,@ Q'8 >d .a` sg
�U w2.E w .o. `v s €m ° °_`sa � Q�Qe >� $$ay a'�E3ro Ea $so �a °.g�S o< w$ 8 ggEs
o9 $¢° 1_ o S 5
w momdq m °€ apsm3 g °- e¢fSe� 6 '��� °rca�z° a�Fm FN a.E N4 oy�e s -
H3`N
�.n aeE "m0 o3m 5 ,.�E x 39
�E � YS`3> ��bE 20`x E � =o 9 0 `Ect�LS i
z p10 O mR o: OO280 Es 0, 0, R L 'S w G ? w Hill
0
aP
d EC E
0
d
F° L"
O
•
c",¢
o
uyu
v
`af
_
o o
a
dS
v
_
o^4
X44
`gN C
v
y
Em 31
ircq 331
H^
0
xi?seW
{
' M
RE
Ho E�y a>
'ie¢rypm Ruc ¢sotlindw ioploldxo Rex Ru¢ ul xo'sx�omenlienpop weemioy hew noA 9wemP41 a8¢d pue aiep oVl u° plwaH Iw¢IW eyl ¢1 Pw¢atltl¢ pe eyii¢yi e>u¢pV.e enlenlavoo x pop(nwtl sl (eNee493 5141
:uopduosaQ MSS :adGlaolo0 OW /9Z /60 :ejea uoi ;eollgnd
aped /8£3SAse341no5 S218N :auoZ /96ed /u01IoaS 0.OLXZ :ez!S AA
IWtlIW Hl11OS d0 A110 aas!yanPtl LOLS6£458 :dagwnN uoMasui tt1B�a ttUIR jj ,
:aweN iue110 W96£Y58 uagwnN Pd
y
N
T
N
W
n
(p
aP
d EC E
N7'a
d
61O
v
d u. KL o
_
o o
a
"c Y. LL dpi
0�00 w
v
_
of
°oti
v
Em 31
ircq 331
may.
N
�
o
9
A.a J.
lu ate+ 5rp
L
xi?seW
{
' M
RE
Ho E�y a>
'ie¢rypm Ruc ¢sotlindw ioploldxo Rex Ru¢ ul xo'sx�omenlienpop weemioy hew noA 9wemP41 a8¢d pue aiep oVl u° plwaH Iw¢IW eyl ¢1 Pw¢atltl¢ pe eyii¢yi e>u¢pV.e enlenlavoo x pop(nwtl sl (eNee493 5141
:uopduosaQ MSS :adGlaolo0 OW /9Z /60 :ejea uoi ;eollgnd
aped /8£3SAse341no5 S218N :auoZ /96ed /u01IoaS 0.OLXZ :ez!S AA
IWtlIW Hl11OS d0 A110 aas!yanPtl LOLS6£458 :dagwnN uoMasui tt1B�a ttUIR jj ,
:aweN iue110 W96£Y58 uagwnN Pd
y
N
T
N
W
n
(p