Res No 013-15-14352RESOLUTION NO:0H-1R-14^?
A Resolution authorizing the City Manager to negotiate a multi-year
agreement for financial advisory services.
WHEREAS,City issued a Request for Qualifications for FinancialAdvisory
Services;and
WHEREAS,City's received three proposals from qualified,responsive and
responsible respondents;and
WHEREAS,the proposals were reviewed,scored and ranked bya Selection
Committee,comprised of Shari Kamali/Assistant City Manager;Alfredo Riverol/Chief
Financial Officer and,Kate Reilly/City resident;and
WHEREAS,in accordance with the selection process of the Request for
Qualifications,the City Manager may negotiate an agreement with the highest ranked
respondent and,If those negotiations are unsuccessful,negotiations willbe opened
with the next ranked firm,until the successful completion of negotiations and execution
of a contract;and;
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THECITYOF SOUTH MIAMI,FLORIDA;
Section 1,The City Manager is authorized to negotiate an agreement with the
highest ranked respondent to the City's Request for Qualifications for financial advisory
services foraninitial one (1)year term andwith four (4)one (1)year renewal options,
fora maximum offive(5)consecutive years.If those negotiations with the highest
ranked firm are unsuccessful,negotiations maybe opened with the next ranked firm,
until the successful completion of negotiations and execution of an agreement.
Section 2.TheCity Manager is authorized to enter into an agreement with the highest
ranked firm for amounts not to exceed the following schedule of fees:
For each debt transaction,the 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 first $10,000,000 $1.00 per $1,000
For the first $10,000,000 $.80per $1,000
For the first $10,000,000 $.70per $1,000
Page 1 of2
Res.No.013-15-14352
With respect to additional agreed upon services,hourly fees
as shown below:
Standard Rate
Position (PerHour)
Senior Vice President &Above $210
Vice President $190
Assistant Vice President $150
Analysis/Associate $125
Clerical/Support $50
Section 3.Should the City move forward with any future a{
whichwould exceed a total amount of$5,000,the City Manager would seek approval
for such services.
Section 4.Severability.Ifany section,clause,sentence,or phrase of this
resolution isforany reason heldinvalidor unconstitutional bya court of competent
jurisdiction,this holdingshall not affect the validityof the remaining portions of this
resolution.
Section 3.Effective Date:This resolution shall take effect immediately upon
enactment.
PASSED AND ADOPTED this20tUay of January ,2015.
ATTEST:
CLERK
READ
LAN
Page 2 of2
APPROVED:
COMMISSION VOTE:5-0
Mayor Stoddard:Yea
Vice Mayor Harris:Yea
Commissioner Liebman:Yea
Commissioner Welsh:Yea
Commissioner Edmond:Yea
South"Miami
THE CITY OF PLEASANT LIVING
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
To:
From:
Date:
Subject
Background:
The Honorable Mayor &Members of the City Commission
Steven Alexander,City Manager
January 20,2015 Agenda Item No.:£
A Resolution authorizing the City Manager to negotiate a multi-year
agreement for financial advisory services.
On September 24,2012 the City Commission approved Ordinance 18-12-
2134 authorizing the issuance ofits Capital Improvement Revenue
Refunding Note,Series 2012,in the principal amount not to exceed
$5,800,000,for the purpose of refinancing certain of the City's
outstanding indebtedness.The refinancing was to provide a present
value savings of over $640,000 or 12%of the bonds refunded based upon
the 20-year interest rate (3.50%)provided by BB&T.Unfortunately,due
to the Metro South lawsuit which was fileda few days prior to the closing
of the Series 2012 Note,BB&T decided not to move forward with the
loan and the City was unable to refinance.
Fortunately,the City has since settled the Metro South lawsuit,at no
financial consequence,and interest rates currently appear favorable.Itis
for this reason that the Cityis moving forward with pursuing a refinancing
of the City's existing debt and seeking approval of the Commission for the
required entities to complete the refinance.
Furthermore,time-to-time,the City requires the services of a financial
advisor on anas needed basis.Itisin the best interest of the City to have
a financial advisor on contract when the need for financial services arises.
Financial services include,but not be limited to,a review the City's
current debt covenants and debt ratios,as needed financial advise
regarding market conditions and trends,financial products,credit and
credit analysis,special facility financing,analysis of evaluations and
potential refunding andnew money issues,analysisand evaluations of
proposed bonds and long-term loans,and,other financial services as
requested.
To achieve that goal,a Request for Qualifications solicitation was issued
for Financial Advisory Services.Three proposals were received and were
South11 Miami
THF CITY OF PLEASANT LIVING
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
reviewed,scored and ranked bya Selection Committee.The Committee
was comprised of;Shari Kamali,Assistant City Manager,Alfredo Riverol,
ChiefFinancialOfficer,andKate Reilly,SouthMiami resident.The
SelectionCommittee recommended First Southwest as the highest
ranked respondent for contract negotiations.A summary of the Selection
Committee results are below:
Alfredo Riverol 72 99 94
Kate Reilly 75 100 90
Shari Kamali 85 95 95
TOTAL 232 294 279
RANK
The compensation for the services rendered for financial advisors are
classified intwocategories:debttransactionandadditionalagreedupon
services.For debt transactions,the firms establish a transactional fee
basedondifferentdebtissuancelevels,withaminimumpertransaction
amount (i.e.$17,500).Thetransactionfeeisonlypaidiftheactualdebt
is issued.Asfor agreed upon services,anhourly rate is established based
at the different levelsofposition;from Senior Vice President (i.e.$210an
hour)andabovetoclerical/support(i.e.$50perhour).
Amount:$0
Account:n/A
Attachments:Resolution
Bid Opening Report
Proposal,First Southwest
Evaluation Selection Committee Score Sheets
Demand Star Results
RFQ Advertisement
Request for Qualifications #FN2014-03
FINANCIAL ADVISORY AGREEMENT
ThisFinancialAdvisoryAgreement(the"Agreement")ismadeandenteredintobyandbetween
theCity of SouthMiami(the"City")andFirst Southwest Company,LLC ("FirstSouthwest")effectiveas
of thedateexecuted by theCityassetforthonthesignaturepagehereof.
WITNESSETH:
WHEREAS,theCitywillhaveunderconsiderationfromtimetotimetheauthorizationand
issuance of indebtedness in amounts andforms which cannot presently be determined and,in connection
withtheauthorization,sale,issuance anddelivery of suchindebtedness,Citydesiresto retain an
independent financialadvisor;and
WHEREAS,theCitydesirestoobtaintheprofessionalservicesofFirstSouthwesttoadvisethe
City regarding theissuanceandsaleof certain evidences of indebtedness ordebt obligations thatmaybe
authorizedandissuedor otherwise createdorassumedbytheCity(hereinafterreferredto collectively as
the"Debt Instruments")fromtimetotime during theperiodinwhichthis Agreement shallbe effective;
and
WHEREAS,FirstSouthwestiswillingtoprovideitsprofessionalservicesanditsfacilitiesas
financialadvisorinconnectionwithallprograms of financingasmaybeconsideredandauthorizedby
CityduringtheperiodinwhichthisAgreementshallbeeffective.
NOW,THEREFORE,theCityandFirstSouthwest,inconsideration of themutualpromises herein
containedandothergoodand valuable consideration,doherebyagreeasfollows:
SECTION I
DESCRIPTION OF SERVICES
Upontherequestofanauthorized representative oftheCity,FirstSouthwest agreestoperformthe
financialadvisoryservicesstatedinthefollowingprovisionsofthisSectionI;andforhaving rendered
suchservices,theCityagreestopaytoFirstSouthwestthecompensationasprovidedinSectionVhereof.
A.Financial Planning.Atthe direction of City,FirstSouthwest shall:
1.Survey and Analysis.Conducta survey of the financial resources of the City to
determinetheextent of itscapacitytoauthorize,issueandserviceany Debt Instruments
contemplated.This survey willincludeananalysis of any existing debtstructureas
compared withthe existing and projected sources of revenues which may be pledged to
secure payment of debtserviceand,whereappropriate,willincludeastudy of thetrend of the
assessed valuation,taxing power andpresentand future taxing requirements of the City.In
theeventrevenues of existingor projected facilitiesoperatedbytheCityaretobe pledged to
repayment of the Debt Instruments then under consideration,the survey willtake into account
any outstanding indebtedness payable from the revenues thereof,additional revenues tobe
available fromany proposed rateincreasesandadditionalrevenues,as projected by
consulting engineersemployedbytheCity,resulting fromimprovementstobe financed by
the Debt Instruments under consideration.
2.Future Financings.Considerandanalyzefuturefinancingneedsas projected bythe
City's staff andconsultingengineersorotherexperts,if any,employedbytheCity.
3.RecommendationsforDebtInstruments.Onthebasis of theinformation developed by
thesurveydescribedabove,andotherinformationandexperienceavailable,submit tothe
CityrecommendationsregardingtheDebtInstrumentsunderconsideration,includingsuch
elementsasthedate of issue,interestpaymentdates,scheduleofprincipalmaturities,options
of priorpayment,securityprovisions,andsuchotherprovisionsasmaybeappropriatein
ordertomakethe issue attractivetoinvestorswhileachievingtheobjectives of theCity.All
recommendations will be consistent withthegoal of designing theDebt Instruments tobe
soldontermswhichareadvantageoustotheCity,including thelowestinterestcost consistent
with all other considerations.
4.Market Information.AdvisetheCity of FirstSouthwest's interpretation of current bond
market conditions,other relatedforthcomingbondissuesandgeneralinformation,including
the relevant economic data,whichmight normally beexpectedtoinfluence interest ratesor
bidding conditionssothatthedate of sale of the Debt Instruments maybesetata favorable
time.
5.Elections.IntheeventitisnecessarytoholdanelectiontoauthorizetheDebt
Instruments then under consideration,FirstSouthwest willassistin coordinating the assembly
of suchdataas may berequiredforthe election including the preparation of necessary
petitions,orders,resolutions,ordinances,notices and certificates in connection with the
election,aswellas assistance inthe transmission of such datatoafirm of municipal bond
attorneys ("Bond Counsel")retained by theCity.
B.Debt Management and Financial Implementation.Atthe direction of City,FirstSouthwest
shall:
1.Method of Sale.Evaluatethe particular financing being contemplated,giving
consideration to the complexity,marketacceptance,rating,sizeandstructureinorderto
makea recommendation astoanappropriate method of sale,and:
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a.If the Debt Instruments aretobesold by an advertised competitive sale,
FirstSouthwest will:
(1)Supervise thesale of theDebt Instruments;
(2)Disseminate information to prospective bidders,organize such informational
meetings as may be necessary,and facilitate prospective bidders'efforts in making
timely submission of proper bids;
(3)Assist the staff of theCityin coordinating the receipt of bids,the safekeeping
of good faith checks andthe tabulation and comparison of submitted bids;and
(4)Advise the City regarding the best bid and provide advice regarding
acceptance or rejection of thebids.
b.If the Debt Instruments aretobesold by negotiated sale,FirstSouthwest will:
(1)Recommend for City's finalapprovaland acceptance oneormore investment
banking firmsas managers of an underwriting syndicate forthe purpose of
negotiating the purchase of the Debt Instruments.
(2)Cooperate with andassistany selected managing underwriter and their
counsel in connection withtheir efforts to prepare anyOfficial Statement or
Offering Memorandum.FirstSouthwest will cooperate with and assist the
underwriters inthe preparation of a bond purchase contract,an underwriters
agreement and other related documents.The costs incurred in such efforts,
including the printing of thedocuments,willbe paid in accordance with the terms
of the City's agreement with the underwriters,but shall notbeor become an
obligation of FirstSouthwest,excepttothe extent specifically provided otherwise
in thisAgreement or assumed in writing by FirstSouthwest.
(3)Assist the staff of theCityinthe safekeeping of anygoodfaith checks,tothe
extent there areanysuch,and provide acost comparison,for both expenses and
interest which are suggested bythe underwriters,to the then current market.
(4)Advise theCityastothefairness of the price offered bythe underwriters.
2.Offering Documents.Coordinatethe preparation of thenotice of saleandbidding
instructions,official statement,officialbidform,andsuch other documentsasmaybe
required,and submit all such documentstothe City for examination,approval and
certification.After suchexamination,approvaland certification,FirstSouthwest shall
Page 3 of 17
provide the City with a supply of allsuch documents sufficient toits needs and distribute by
mail or,where appropriate,by electronic delivery,sets of the same to prospective purchasers
of the Debt Instruments.Also,FirstSouthwest shall provide copies of thefinalOfficial
Statement tothe purchaser of theDebt Instruments in accordance withthe Notice of Saleand
Bidding Instructions.
3.Credit Ratings.Make recommendations totheCityastothe advisability of obtaining a
credit rating,or ratings,fortheDebt Instruments and,when directed by the City,coordinate
the preparation of such information asmaybe appropriate forsubmissiontothe rating
agency,or agencies.In those cases where the advisability of personal presentation of
informationtotheratingagency,oragencies,maybeindicated,FirstSouthwestwillarrange
forsuch personal presentations,utilizingsuchcomposition of representativesfromtheCityas
may be finally approved or directed bytheCity.
4.Trustee,Paving Agent,Registrar.Upon request,counsel theCityintheselection of a
Trustee and/or Paying Agent/Registrar fortheDebt Instruments,andassistinthe negotiation
of agreements pertinent to these servicesandthefees incident thereto.
5.Financial Publications.Whenappropriate,advisefinancial publications of the
forthcomingsale of theDebtInstrumentsandprovidethemwithallpertinentinformation.
6.Consultants.After consulting withandreceiving directions fromtheCity,arrangefor
suchreportsandopinions of recognizedindependentconsultantsasmaybeappropriatefor
the successful marketing of theDebtInstruments.
7.Auditors.Intheeventformal verification byan independent auditor of any calculations
incidenttotheDebtInstrumentsisrequired,make arrangements forsuchservices.
8.City Meetings.Attend meetings of the governing body of theCity,itsstaff,
representatives or committees as requested atalltimes when FirstSouthwest maybe of
assistance or service and the subject of financing istobe discussed.
9.Printing.Tothe extent authorized by the City,coordinate all work incident to printing
of the offering documents and the Debt Instruments.
10.Bond Counsel.Maintain liaison with all Bond Counsel involved in the Offering andin
the preparation of alllegaldocuments pertaining tothe authorization,saleandissuance of the
Debt Instruments.
Page 4 of 17
11.Changes inLaws.Provide theCitywithcopies of proposed or enacted changes in
federal andstatelaws,rulesand regulations having,or expected tohave,a significant effect
onthemunicipalbondmarket of whichFirstSouthwestbecomesawareinthe drdinary course
of its business,it being understood that FirstSouthwest doesnotand may notactasan
attorney for,or provide legaladviceor services to,theCity.
12.Delivery of Debt Instruments.As soon asabidforthe Debt Instruments is accepted by
theCity,coordinate the efforts of all concerned totheendthatthe Debt Instruments may be
delivered andpaidforas expeditiously as possible and assist theCityinthe preparation or
verification of final closing figures incident tothe delivery of the Debt Instruments.
13.Debt Service Schedule:Authorizing Resolution.After the closing of the sale and
delivery of theDebtInstruments,delivertotheCityaschedule of annualdebtservice
requirements fortheDebtInstrumentsand,incoordinationwithBondCounsel,assurethat
the paying agent/registrar and/ortrusteehasbeenprovidedwithacopy of the authorizing
ordinance,order or resolution.
SECTION II
OTHER AVAILABLE SERVICES
In addition to the services set forth and described in Section I herein above,FirstSouthwest agrees
tomake available toCitythefollowingservices,whenso requested bytheCity,which servicesshallbe
paidforin accordance withthe schedule of feesassetforthinExhibitAtothisAgreement.
1.Investment of Funds.From time totime,asan incident to the other services provided hereunder as
financialadvisor,FirstSouthwest maypurchasesuchinvestmentsasmaybedirectedandauthorizedby
Citytobepurchased,itbeingunderstoodthatFirstSouthwestwillbecompensatedinthenormaland
customary manner foreachsuchtransaction.Inanyinstance wherein FirstSouthwest maybecome entitled
to receive feesor other compensation inanyform from a third party with respect to these investment
activitieson behalf of City,we will disclose toCitythenatureand,totheextent such is known,the
amount of any such compensation sothatCitymay consider the information in making its investment
decision,including its decision astotheamount of compensation tobe paid to First Southwest.Itis
understood and agreed that FirstSouthwest isadulylicensed broker/dealer andCitymay,from time to
time,utilize the broker/dealer services of FirstSouthwest with respect to matters which donot involve or
affect the financial advisory services referenced in this Agreement.The terms and conditions of the
engagement of FirstSouthwest to provide such services shall be determined by mutual agreement with the
City atthetime such services are requested.If thecitydecidesto engage FirstSouthwest for advisory
services in relation toa derivative transaction,the fees shall be as set forth in the attached Exhibit A.If
Page 5 of 17
theCitydecidestoengage FirstSouthwest asabiddingagent,thefeeshallbeassetforth under the
heading of "Other Transaction Fees"asset forth inthe attached Exhibit A.
2.Exercising CallsandRefunding.Provide adviceandassistancewith regard to exercising anycall
and/or refunding of anyoutstandingDebtInstruments.
3.Capital Improvements Programs.Provide advice and assistance inthe development of any capital
improvements programs of the City.
4.Long-Range Planning.Provide advice and assistance inthe development of other long-range
financing plans of the City.
5.Post-Sale Services.Subsequent tothesale and delivery of Debt Instruments,review the transaction
and transaction documentation with legal counsel fortheCity,Bond Counsel,auditorsand other experts
and consultants retained by the Cityandassistindevelopingappropriate responses tolegal processes,
audit procedures,inquiries,internal reviews and similar matters.
SECTION in
TERM OF AGREEMENT
This Agreement shall become effective as of thedate executed by the City asset forth onthe
signature page hereof and,unless terminated by either party pursuant to Section IV of this Agreement,
shall remain in effect thereafter fora period of one(1)year from suchdate.Unless FirstSouthwest or
Cityshall notify theother party inwritingatleastthirty(30)daysin advance of the applicable
anniversary datethatthis Agreement willnotberenewed,thisAgreementwillbe automatically renewed
onthefirst anniversary of the date hereof foran additional one(1)year period and thereafter willbe
automatically renewed on each anniversary date for successive one(1)year periods,provided however
thatthe initial term plus renewals doesnot exceed five(5)years.
SECTION IV
TERMINATION
This Agreement may be terminated with or without cause bythe City or FirstSouthwest upon the
giving of at least thirty (30)days'prior written notice tothe other party of its intention to terminate,
specifying in such notice the effective date of such termination.Inthe event of such termination,itis
understood and agreed that only theamountsdue FirstSouthwest for services provided andexpenses
incurredtothedate of terminationwillbedueandpayable.Nopenaltywillbeassessedfortermination
of this Agreement.
Page 6 of 17
SECTION V
COMPENSATION AND EXPENSE REIMBURSEMENT
Section IFees &Expenses:Thefeesdueto FirstSouthwest forthe services assetforthand
describedinSectionI of thisAgreement,includinganyrelatedexpense,withrespecttoeachissuanceof
DebtInstrumentsandotherservicesinvolvedintheissuanceofaDebtinstrumentsduringthe term of this
AgreementshallbecalculatedinaccordancewithExhibitA,attachedheretoandmadeapart hereof by
reference,andshallonlybecomedueandpayableupondeliveryoftheDebtInstruments.
Section II Fees &Expenses:The feesdueto FirstSouthwest for the services set forth and
describedinSectionII of thisAgreementwithrespecttoservicesduringtheterm of thisAgreementshall
becalculatedinaccordancewiththeschedulesetforthontheattachedExhibitAwhichismadeapart
hereof byreference.Unless specifically provided otherwise onExhibitA,suchfeesforthe performance
ofservicesasmayhave been mutually agreeduponinwritingandallexpensesforwhichFirstSouthwest
isentitledto reimbursement pursuanttothisAgreement,shallbecomedueandpayablewithin30days of
receiptbytheCity of aninvoiceorsuchnon-debtrelatedservicesandexpenses.
SECTION VI
MISCELLANEOUS
1.Binding Effect;Assignment.This Agreement shall be binding upon and inure tothe benefit
of theCityandFirstSouthwest,theirrespectivesuccessorsandassigns;providedhowever,neitherparty
heretomayassignor transfer any of itsrightsorobligationshereunder without thepriorwrittenconsent
of the other party.
2.EntireAgreement Modification,and Non-waiver:This Agreement constitutes the entire
agreement of the parties and supersedes any prior agreements,written ororal.This Agreement maynotbe
modifiedoramendedexceptinwriting,signedbybothpartieshereto.ThisAgreement,ingeneral,and
thisparagraph,inparticular,shallnotbemodifiedoramendedbyanyactsoromissions of theparties.No
failuretoexerciseandnodelayinexercisinganyright,powerorprivilegeshalloperateasawaiver.No
waiver of theAgreement,inwholeorpart,includingtheprovisions of thisparagraph,maybeimpliedby
any act or omission.
3.Applicable Lawand Venue:Florida law shall apply to the interpretation and enforcement
of thisContract.VenueforallproceedingsshallbeinMiami-DadeCounty,Florida.
4.Insurance,Indemnification &Bonding:FirstSouthwest shall comply with the insurance,
indemnificationrequirementssetforthintheattached Exhibit "B"whichismadeaparthereofby
reference.
5.JuryTrial Waiver:The parties waive their right tojury trial.
6.Public Records:FirstSouthwest and allof its subcontractors are required to comply with the
publicrecordslaw(s.l19.0701)whileprovidinggoodsand/orServiceson behalf oftheCITYandthe
Page 7 of17
FirstSouthwest,undersuchconditions,shallincorporatethisparagraphinall of its subcontracts forthis
Project.
7.Drug Free Workplace.The FirstSouthwest shall comply with the Drug Free Workplace
policysetforthintheCity of South Miami's PersonnelManualwhichismadeapart of thisAgreement
by reference.
8.Notices.All notices given or required under this contract shall be deemed sufficient if sent by
amethodthatprovideswrittenevidenceof delivery,includingcertifiedandregisteredmail,e-mailand
facsimile transmission and delivered tothepartiesortheir contact personwhohasbeen designated in
writing.Returnofmail,senttotheaddress contained hereinforthepartiesortheircontactpersons,asnot
deliverable or for failure to claim the mail shall be deemed received on the date that the mail is returned to
sender.
9.Ownership of Documents:All documentation,including any work product of
FirstSouthwest,concerningthisAgreementandthatisinthepossessionorcontrolof FirstSouthwest shall
becometheexclusive property of theCity.
lO.Records and Cost.FirstSouthwest agrees to maintain books,records,documents and other
evidence pertaining toallcostsand expenses incurred and revenues acquiredunderthis Agreement tothe
extentandinsuchdetailasrequiredbytheCity.The booksandaccounts,filesandotherrecords of
FirstSouthwest,whichare applicable tothis Agreement,shallbeavailableforinspection,reviewand
auditbytheCityandits representatives,atall reasonable time,to determine theproper application and
useofallfundspaidby,toorfortheaccountorthebenefitoftheCity.
IN WITNESS WHEREOF,theparties,withfullknowledge of thecontentandsignificance of
theterms,conditions and provisions ofthis Agreement andwiththeintenttobelegallyboundbysuch
terms,conditionsand provisions,haveexecutedthisAgreementonthedatessetforthbelow.OKAY
FIRST SOUTHWEST COMPANY,LLC
Address:32S fcSfc &ui Sto»SfcaggCD
By:^JJ//a^
Hill A.Feinberg,Chairman and
ChiefExecutiveOfficer .^^
Date of Execution:3/Z^/2DtS'
Page 8 of 17
Senior Vice PresidentE-mail:jOeL k'udlcd Qhcs4&t,<jc*
Date ofExecution:~$jz£*$?A>\$
Thisisthesecondpage of thesignatureportionoftheFinancialAdvisoryAgreement(the
"Agreement")ismadeandenteredintobyandbetweentheCity of SouthMiami(the"City")andFirst
SouthwestCompany,LLC("FirstSouthwest")effectiveasofthedateexecutedbytheCityassetforthon
the signature page hereof.
ATTESTED:
City Clerk
CITY OF SOUTH MIAMI
Address:6130 SmisetDriye
^outhMlamfFlorida 33143
Page 9 of 17
lexander
TManager
E-mail:Salexander@southmiamifl.gov_
Date of Execution:&/&///&
EXHIBIT A
Hourly Fees
The feesdue FirstSouthwest for non-debt related services will not exceed those contained inour customary fee
schedule assetforth below andwillbedueand payable 30 day's following receipt of an invoice submitted by
FirstSouthwest therefor.Reimbursable non-debt related out-of-pocket expensesarein addition tothe related hourly
fees.
|S£nii^^!^95.PQ|
Vice President $165.00
liii^l$*5pg;:
Associate/Analyst $125.00
Administrative Staff $50.00
Duetothenature of financialadvisoryservicesandourbusiness,FirstSouthwestbillsin10th of anhourincrements.
Transaction Fees
The feesdue FirstSouthwest for financial advisory servicesrelatedtospecific issuances of Debt instruments willnot
exceed those contained inour customary fee schedule assetforthbelow.These feesare contingent uponthe
successful closing of thedebt transaction.
Debt Transaction Fee
Par Amount Fee
Ffr$t $20 Million of Debt Instrumentc ,t\,/',°.U ^/;:^$0.80per$1,000,^^':/;',,S{\'•
Amounts over $20 Million $0.65 per $1,000
?:!:x>{?#:^
Derivative Transaction Fee*
Notional Amount Fee
New Swap of Derivative '-V ^\^:*'"''-";r /->'$2.|)Oper$1J0OO\";v^;4,\<;V,:
Unwinding of Existing Swap or Derivative $1.00 per $1,000
Other Transaction Fees
Description Fee
'Reinvestment ofBond Proceeds/Open Market N
Escrows/Reserve Funds/etc '\',N*-N"
FirstSouthwest abides £>y US Treasury regulations -'\
regarding feesas bidding agentwhich woiild notexceed
thelesserof (i)$36,000 or (ii)0.2%ofthe initial amount
invested'\c
Page 10 of 17
Debt-Related Expenses
TheCity shall be responsible forthe following expenses,if and when applicable,whether theyare charged directly
totheCityas expenses or charged tothe City by FirstSouthwest as reimbursable expenses.However,no expenses
shallbepaiddirectlybyFirstSouthwestforconsultants,underwriters,underwriter's counsel,orbondcounselunless
agreedinwritingbytheCityManager.TheCityshallhireseparately,orenterintoseparateagreementswith,and
shallbe billed separately by allconsultants,underwriters,underwriter's counsel,orbondcounsel,unless theCity
agreesin writing otherwise.
•Bond counsel •Bond printing
•Bond ratings •CPAfees
•Credit enhancement •Travel expenses
•Pay agent/registrar/•Underwriter and
trustee underwriters counsel
•Verification fees •Official statement
•Miscellaneous,including preparation and
copy,delivery,and printing fee
conference callphone•Other consultant
charges fees
The payment ofcharges forfinancial advisory services described in Section I of theforegoing Agreement shallbe
contingent upon the delivery of theDebt Instruments andshallbedueatthetime that theDebt Instruments are
delivered.
ThepaymentofreimbursableexpensesthatFirstSouthwesthasassumedonbehalfoftheCityshall NOT be
contingentuponthedelivery of debtandshallbedueatthetimethatreimbursablegoodsand/orservicesare
rendered and payable upon receipt of an invoice submittedby FirstSouthwest.
Thechargesforancillaryservices,includingcomputerstructuringandofficialstatementprinting,shallbelevied
onlyforthoseserviceswhicharereasonablynecessaryincompletingthetransactionandwhicharereasonablein
amount,unless suchchargeswere incurred atthespecificdirection of theCity.
Notwithstandinganything contained hereintothecontrary,FirstSouthwest,withoutpriorwrittenauthorization,shall
notincuranynon-debtrelatedaggregateexpenseinany30dayperiodthatmayexceed$1,000withoutfirst
providinganitemizedlist of expensesandobtainingwrittenconsent of the City's Chief FinancialOfficer ("CFO").
If the services are being billed onan hourly basis,upon request,FirstSouthwest shall send a statement of hours
expended each month by email tothe City's CFO.
Page 11 of 17
Insurance Requirements
EXHIBIT B
Insurance and Indemnification
Withoutlimitingitsliability,thecontractor,vendor,permittee,consultantor consulting firm
(hereinafter referred toas "FIRM"with regardto Insurance and Indemnification requirements)
shall be required to
procureand maintain atitsown expense duringthelife of theContract,insurance of thetypes
andinthe minimum amountsstatedbelowaswill protect theFIRM,fromclaims which may
ariseout of or result fromthe contract orthe performance of thecontractwiththeCity of South
Miami,whether suchclaimis against theFIRMorany subcontractor,orbyanyone directly or
indirectly employedbyany of themorbyanyoneforwhoseactsany of them may be liable.
:FIRM shall purchase insurance from and shall maintain the
insurance witha company or companies lawfully authorized tosellinsurancein the State of
Florida,onformsapprovedbytheStateofFlorida,aswillprotecttheFIRM,ataminimum,
fromallclaimsassetforthbelowwhichmayariseout of orresultfromthe FIRMfs operations
under theContractandforwhichtheFIRMmaybelegallyliable,whethersuch operations be
bythe FIRM or by a subcontractor orbyanyonedirectlyor indirectly employed by any of them,
orbyanyoneforwhoseactsany of themmaybeliable:(a)claimsunder workers1
compensation,disability benefit andother similar employee benefit acts which are applicable to
the Work tobe performed;(b)claims fordamages because of bodily injury,occupational
sicknessordisease,ordeath of theFIRM'Semployees;(c)claimsfordamages because of
bodily injury,sickness ordisease,ordeath of any person other than theFIRM'S employees;(d)
claimsfordamages insured by usual personal injury liability coverage;(e)claimsfor damages,
other than tothe Work itself,because of injurytoor destruction of tangible property,including
loss of useresultingtherefrom;(f)claimsfordamages because of bodilyinjury,death of a
person or property damage arising out of ownership,maintenance oruse of a motor vehicle;(g)
claimsfor bodily injury or property damagearisingout of completed operations;and(h)claims
involving contractual liability insurance applicable totheFIRM'S obligations under the
Contract.
Firm's Insurance Generally.TheFIRMshall provide and maintain inforceandeffectuntil
allthe Work tobe performed under this Contract has been completed and accepted by CITY (or
forsuch duration asis otherwise specified hereinafter),the insurance coverage written on
Florida approved forms andas set forth below:
Workers'Compensation:Insurance atthe statutory amount astoall employees in compliance
withthe"Workers'Compensation Law"of theState of Florida including Chapter440,Florida
Statutes,as presently written or hereafter amended,andall applicable federallaws.Inaddition,
the policy (ies)mustinclude:Employers'Liabilityatthe statutory coverageamount.TheFIRM
shall further insure that all of its subcontractors maintain appropriate levels of Worker's
Compensation Insurance.
Page 12 of 17
Commercial Comprehensive General Liability:Insurance with broad form endorsement,as
wellas automobile liability,completed operationsand products liability,contractual liability,
severability of interest withcross liability provision,and personal injuryandproperty damage
liability with limits of $1,000,000 combined single limitper occurrence and$2,000,000
aggregate,including:
•Personal Injury:$1,000,000;
•Medical Insurance:$5,000 per person;
•Property Damage:$500,000 each occurrence;
Umbrella Commercial Comprehensive General Liability:Insurance shall be written on a
Florida approved formwiththe same coverage asthe primary insurance policy but inthe
amount of $1,000,000 per claimand $2,000,000 Annual Aggregate other than for FIRMS that
are involved in the construction of public buildings orwhoare providing professional services.
FIRMS that are involved inthe construction of public buildings or whoare providing
professional services shall provide a $4,000,000 umbrella per claim fora total combined
primary and umbrella coverage of $5,000,000.Coverage must be afforded onaformno more
restrictive than the latest edition of the Comprehensive General Liability policy,without
restrictive endorsements,as filed by the Insurance Services Office,and must include:
(a)Premises and Operation
(b)Independent Contractors
(c)Products and/or Completed Operations Hazard
(d)Explosion,Collapse and Underground Hazard Coverage
(e)Broad Form Property Damage
(f)Broad Form Contractual Coverage applicabletothis specific Contract,includingany
hold harmless and/or indemnification agreement.
(g)Personal Injury Coverage with Employee and Contractual Exclusions removed,with
minimum limits of coverage equal to those required for Bodily Injury Liability and Property
Damage Liability.
Business Automobile:Liability with minimum limits of One Million Dollars ($1,000,000.00)
plusanadditionalOneMillion Dollar ($1,000,000.00)umbrellaperoccurrencecombinedsingle
limitforBodily Injury LiabilityandPropertyDamageLiability.Umbrella coveragemustbe
afforded on a form no more restrictive than the latest edition of the Business Automobile
Liability policy,without restrictive endorsements,asfiled by with thestate of Florida,and must
include:
(a)Owned Vehicles.
(b)Hired and Non-Owned Vehicles
(c)Employers'Non-Ownership
SUBCONTRACTS:TheFIRMagreesthat if anypart of the Work undertheContractissublet,
thesubcontractshallcontainthesameinsuranceprovisionassetforthherein,whereapplicable
andsubstitutingtheword subcontractor forthewordFIRMandsubstitutingthewordFIRMfor
CITY where applicable.
Page 13 of 17
Fireand Extended Coverage Insurance (Builders'Risk),IF APPLICABLE:
Inthe event that this contract involves the construction of a structure,the FIRM shall maintain,
withanInsuranceCompanyorInsuranceCompaniesacceptabletotheCITY,"Broad"form/All
RiskInsuranceonbuildingsandstructures,includingVandalism&Malicious Mischief
coverage,while inthe course of construction,including foundations,additions,attachments and
allpermanentfixturesbelongingtoandconstitutingapart of saidbuildingsorstructures.The
policyorpoliciesshallalsocovermachinery,if thecost of machineryisincludedinthe
Contract,or if the machinery islocatedinabuildingthatisbeingrenovatedbyreason of this
contract.Theamount of insurancemust,atalltimes,beatleastequaltothereplacementand
actualcashvalue of theinsuredproperty.Thepolicyshallbeinthename of theCITYandthe
FIRM,as their interest may appear,andshallalsocoverthe interests of all subcontractors
performing Work.
All of theprovisionssetforthinthemiscellaneoussectionhereinbelowshallapplytothis
coverage unless itwouldbeclearlynotapplicable.
Miscellaneous:
If anynotice of cancellation of insuranceorchangeincoverageisissuedbytheinsurance
companyorshouldany insurance haveanexpirationdatethatwilloccurduringthe period of
thiscontract,theFIRMshallberesponsibleforsecuringotheracceptableinsurancepriorto
suchcancellation,change,orexpirationsoastoprovidecontinuouscoverageasspecifiedin
thissectionandsoasto maintain coverageduringthelife of thisContract.
AlldeductiblesmustbedeclaredbytheFIRMandmustbeapprovedbytheCITY.Atthe
option of the CITY,either the FIRM shall eliminate or reduce such deductible or the FIRM
shall procure aBond,inaform satisfactory totheCITY covering thesame.
Thepoliciesshallcontain waiver of subrogation against CITY whereapplicable,shall
expresslyprovidethatsuch policy orpoliciesare primary over any other collectible
insurance that CITY may have.TheCITYreservestherightatanytimetorequestacopy of
the required policies forreview.All policies shallcontaina "severability of interest"or "cross
liability"clause without obligation for premium payment of theCITYaswellas contractual
liability provision covering the FIRM'S duty to indemnify the City as provided inthis
Agreement.
Before starting theWork,theFIRMshalldelivertotheCITY,if any,certificates of such
insurance,acceptable totheCITY,aswellasthe insurance binder,if oneisissued,the
insurance policy,including the declaration pageandall applicable endorsements and provide
thename,address and telephone number of theinsuranceagentor broker through whomthe
policy was obtained.The insurer shallberated A.VII or better per A.M.Best's Key Rating
Guide,latest edition and authorized to issue insurance in the State of Florida.All insurance
policies must bewrittenon forms approved by the State of Florida andtheymust remain in
fullforceand effect forthe duration of thecontractor permit period withtheCITY.TheFIRM
may be required by theCITY,atitssole discretion,to provide a "certified copy"of the Policy
(asdefinedin Article 1 of thisdocument)whichshallincludethe declaration pageandall
Page 14 of 17
required endorsements.Inaddition,the FIRM shalldeliver,atthe time of delivery of the
insurancepolicy,the following endorsements if thesame provisions arenotinthe body of the
policy:
an endorsement with substantially similar provisions asfollows:
"The City of SouthMiamiisanadditionalinsured.The insurer shallpayallsumsthat
theCity of South Miami becomes legally obligated topayas damages because of
'bodily injury",'property damage',or "personal and advertising injury"anditwill
provide tothe City all of the coverage thatis typically provided under the standard
Florida approved formsfor commercial generalliability coverage Aand coverage B";
an endorsement with substantially similarprovisionsasfollows:
"Thispolicyshallnotbecancelled(includingcancellationfor non-payment of
premium),terminated or materially modifiedwithoutfirst giving theCity of South
Miamiten (10)days advanced written notice of theintentto materially modify the
policy orto cancel or terminate the policy foranyreason.The notification shall be
delivered tothe City bycertifiedmail,with proof of delivery totheCity."
IF APPLICABLE:Professional Liability Insuranceona Florida approved formintheamount
of^^$5,000,000,with a two million retention/deductible {^^^^
providing for
allsumswhichtheFIRMshallbecomelegallyobligatedtopayasdamagesforclaimsarising
out of theservicesorworkperformedbytheFIRMitsagents,representatives,subcontractorsor
assigns,orbyanypersonemployedorretainedbyhiminconnectionwiththisAgreement.
FIRM'S Responsibility
Prior to Receiving a Notice to Proceed
PriortotheCityissuingaNoticetoProceed,theFIRMshalldeliveracopy of thepolicy,
includingthedeclarationpage of thepolicyandallendorsementstothepolicyapplicableto
theseinsurancerequirement(eitherahardcopyor,preferably,electronicallytransmitted)and
providetheCitywiththename,address,includingemail address,andphonenumber of the
FIRM'S insurance agent.
The FIRM'S insurance agentmustprovidetheCitywith evidence thattheinsurerwhois issuing
thepolicyislicensedand authorized todo business in Florida,thattheformofthepolicybeing
issuedhasbeen approved bytheStateofFloridaandthattheinsurancecarrierthatisissuingthe
policyisnotissuingthepolicyasasurpluslines carrier.Theagentshallalsoprovidea citation
tothepagenumberofthepolicy,ortheformnumberofthe endorsement,andhighlightthe
relevantlanguage of theportionofthepolicyand/ortheendorsementsthat,inhisorher
estimation,meetsthefollowingCityinsurance requirements.:
a)thecityisan additional insured;
b)coverageincludes contractual liability;
c)theCitywillbeprovidedatleast 10 days advancednotice of anycancellation of the
policy,including cancelation for non-payment of premium,andatleast30days'advanced
Page 15 of 17
notice of cancellation forany reason otherthannon-payment;and FirstSouth shall notify
theCity immediately upon anymaterialchangeinthepolicy.
d)eithera policy provision oranendorsement providing thatthe policy is primary and
non-contributory,suchasanendorsementthatprovidesthatthe vendors policy is primary
overall of thecity'sapplicableinsuranceandthattreatsthe city's policies asexcess
coverage.
It may be that some of these provisions are combined intoone endorsement or contained in the
policy itself.
If the policy doesnot have a provision orendorsementthatprovidestheCity with advanced
notice of cancellation or material change as required bytheCity,the FIRM may still comply
withthe City's insurance requirement if theFIRMprovidestheCity with proof thatthe policy
premium has been paid infulland provided the FIRM makes arrangements with its insurance
companytoallow the Citytoconfirm,monthly,thatthe policy isinfullforceandeffect.In
addition,theFIRM must either pay theCitya monthly monitoring fee,currently setat$25 per
month,or have the amount deducted fromthe FIRM'S draws/payments.
Indemnification Requirement
A.The FIRM accepts and voluntarily incurs allrisks of any injuries,damages,or harm
which might arise during the work oreventthatis occurring on the CITY's property due to the
negligence or other fault of the FIRM oranyone acting through oron behalf of the FIRM.
B.The FIRM shall indemnify,defend,saveand hold CITY,its officers,affiliates,
employees,successors and assigns,harmless fromanyandall damages,claims,liability,losses,
claims,demands,suits,fines,judgments orcostandexpenses,including reasonable attorney's
fees,paralegal feesand investigative costs incidental theretoand incurred prior to,during or
following any litigation,mediation,arbitration andatall appellate levels,which may be
suffered by,or accrued against,charged toor recoverable from the City of South Miami,its
officers,affiliates,employees,successors and assigns,by reason of any causes of actions or
claim of any kind or nature,including claimsfor injury to,or death of any person or persons
andforthelossor damage toany property arising out of a negligent error,omission,
misconduct,orany gross negligence,intentional actor harmful conduct of the FIRM,its
FIRM/subcontractor orany of their officers,directors,agents,representatives,employees,or
assigns,or anyone acting through oron behalf of any of them,arising out of this Agreement,
incident toit,or resulting fromthe performance or non-performance of the FIRMfs obligations
under this AGREEMENT.
C.TheFIRMshallpayallclaims,losses andexpenses of anykindor nature whatsoever,in
connection therewith,including theexpenseorloss of theCITYand/orits affected officers,
affiliates,employees,successors andassigns,including their attorney's fees,in thedefense of
any action inlawor equitybrought against them and arising fromthe negligent error,omission,
oract of the FIRM,its subcontractor orany of their agents,representatives,employees,or
assigns,and/or arising outof,or incident to,this Agreement,or incident toor resulting fromthe
performance or non-performance of theFIRM'S obligations under this AGREEMENT.
D.TheFIRM agrees and recognizes that neither theCITY nor its officers,affiliates,
employees,successorsandassignsshallbeheldliableorresponsibleforanyclaims,including
Page 16 of 17
thecostsandexpenses of defending suchclaimswhichmayresultfromorariseout of actions
or omissions of the FIRM,its FIRM/subcontractor orany of their agents,representatives,
employees,or assigns,or anyone acting through oron behalf of thethem,andarisingout of or
concerning the work orevent that is occurring ontheCITY's property.In reviewing,approving
or rejecting any submissions or acts of the FIRM,CITYinno way assumes orshares
responsibility or liability for the actsor omissions of the FIRM,its FIRM/subcontractor or any
oftheiragents,representatives,employees,orassigns,oranyoneacting through oron behalf of
them.
E.The FIRM hasthedutyto provide a defense withan attorney orlawfirmapprovedby
theCity of South Miami,which approval will not be unreasonably withheld.
F.However,asto Design Professional Contracts,and pursuant to Section 725.08(1),
FloridaStatutes,none of the provisions setforthhereinabovethatarein conflict withthis
subparagraphshallapplyandthissubparagraphshallsetforththesole responsibility of the
design professional concerning indemnification.Thus,the design professional's obligations as
tothe City andits agencies,aswellastoits officers and employees,isto indemnify and hold
them harmless from liabilities,damages,losses,andcosts,including,but not limitedto,
reasonable attorneys'fees,to the extent caused by the negligence,recklessness,or intentionally
wrongful conduct of the design professional and other persons employed or utilized by the
design professional in the performance of the contract.
Page 17 of 17
MIAMIHERALD I MiamiHerald.com
CITY OF SOUTH MIAMI
COURTESY NOTICE
NOTICEIS HEREBY giventhattheCityCommissionoftheCityofSouth
Miami,Florida will conductPublicHearing(s)atitsregularCityCommission
meetingscheduledforTuesday.January20.2015 beginningat7:00p.m.,in
theCityCommissionChambers,6130SunsetDrive,toconsiderthefollowing
item(s):
A Resolution authorizingtheCityManagertonegotiatea multi-year agreement
forfinancialadvisoryservices.
AnOrdinanceamendingSection 15B-6 oftheCodeofOrdinances
toprovideforwaiveroffeesandcostsandtomodifytherulesand
requirementsfortheuseofCityproperty.
ALLinterestedpartiesareinvitedtoattendandwillbeheard.
Forfurtherinformation,pleasecontact
theCityClerk'sOfficeat:305-663-6340.
MariaM.Menendez,CMC
CityClerk
PursuanttoFlorida Statutes 286.0105,the Cityherebyadvises the publicthatifapersondecidestoappealany
decisionmadebythis Board,AgencyorCommissionwithrespecttoanymatterconsideredatitsmeetingor
hearing,heorshe will need arecordoftheproceedings,andthatforsuchpurpose,affectedpersonmayneed
toensurethotaverbatimrecordoftheproceedingsismadewhichrecordincludesthetestimonyandevidence
uponwhichtheappealistobebased.
)
SE SUNDAY,JANUARY 11,2015 |33SE
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andmembersofIndependentSchoolsofSouthFlorida.™**™
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday,Sunday and
Legal Holidays
Miami,Miami-DadeCounty,Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
M.ZALD/VAR,whoon oath says that he or she isthe
LEGALCLERK,Legal Notices of the MiamiDaily Business
Review f/k/a Miami Review,adaily (except Saturday,Sunday
and Legal Holidays)newspaper,published at MiamiinMiami-Dade
County,Florida;that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING -JAN.20,2015
in the XXXX Court,
was published in said newspaper in the issues of
01/09/2015
Affiantfurther says thatthe said MiamiDaily Business
Review isa newspaper published at Miamiin said Miami-Dade
County,Florida and that the said newspaper has
heretofore been continuously published in said Miami-DadeCounty,
Florida,each day (except Saturday,Sunday andLegalHolidays)
and has been entered as second class mail matter atthepost
officeinMiamiin said Miami-Dade County,Florida,fora
periodof one year next preceding the first publication ofthe
attached copy of advertisement;and affiantfurther says thatheor
she has neither paid nor promised any person,firmor corporation
any discount,rebate,commission or refund for the purpose
of securing this advertisenieoVfojTUblication In the said
newspaper.
Swom to and subsi
09 dj
4
(SEAL)
M.ZALDIVAI
efore me this
,A.D.2015
#FF034747 ^
CITY OF SOOTH
NOTICEOFPUBL1C
NOTICE IS HEREBY given thatthe City
South Miami,Fforiete «xjondurt PuT
G|W Cfcffiffifcstan meeting stedaiefribf
b8#intrtg «fttfeiMiw Whtffcty ~~—f