Res No 020-17-14821RESOLUTION NO: 020-17-14821
A Resolution authorizing the City Manager to enter into an agreement
with Estrada Hinojosa & Company for Financial Advisory Services for the
Sale of the Oty Hall property RFP and the Public-Private Partnership
(P3) project.
WHEREAS, the City requires expert Financial Advisory services for Sale of City Hall
Property RFP and the Public-Private Partnership (P3) project to assist in the evaluation
of submittals; and
WHEREAS, Estrada Hinojosa & Company has provided a Financial Advisory
agreement to the City for services related to the Sale of City Hall RFP and the Public
Private Partnership (P3) project; and
WHEREAS, Estrada Hinojosa & Company will provide the City "expert" services to
assist in the evaluation of submittals related to the Sale of City Hall RFP and the Public
Private Partnership (P3) project; and
WHEREAS, In accordance with the City Charter, Section 5. "Powers and Duties,"
which stipulates all purchases shall be approved after competitive conditions have been
maintained and competitive bids sought from at least three different sources of supply,
states; this subsection does not apply to the purchase of legal and expert services that
have been approved by the City commission; and
WHEREAS, the cost for Financial Advisory services will be paid by respondents and
their required fees to participate in the Public-Private Partnership (P3) project; and
WHEREAS if financial advisors are needed for the City's sale of the City Hall
Property RFP, funds will be allocated from the City Managers contingency account,
account no. 001-1310-513-9920, with a current balance of $100,000; and
WHEREAS, the financial advisory agreement expires at the end of the current
fiscal year, September 30,2017.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1. The City Manager is authorized to enter into a Financial Advisory
agreement with Estrada Hinojosa & Company for a one-year term for financial advisory
services related to the Sale of City Hall Property RFP and the Public-Private Partnership
(p3) project and, in accordance with the City Charter, Section 5, "Powers and Duties,"
competitive conditions shall not apply for "expert services," provided by the financial
advisor and, fees associated with the financial services provided by the Financial Advisor
will be paid by respondents and their required fees to participate in the Public-Private
Partnership (P3) project. If financial advisory services are needed for the City's sale of
Page 1 of2
Res. No. 020-17-14821
the City Hall Property RFP, funds will be allocated from the City Managers contingency
account. A copy of the Estrada Hinojosa & Company consultant agreement is attached.
Section 2. Severability. If any section, clause, sentence, or phrase of this
resolution is for any reason held invalid or unconstitutional by a court of competent
jurisdiction, this holding shall not affect the validity of the remaining portions of this
resolution.
Section 3. Effective Date: This resolution shall take effect immediately upon
enactment.
PASSED AND ADOPTED this 7thday of February ,2017.
Page 2 of2
APPROVED:
COMMISSION VOTE: 4-0
Mayor Stoddard: Yea
Vice Mayor Welsh: Yea
Commissioner Harris: Yea
Commissioner Liebman: absent
Commissioner Edmond: Yea
THE CITY OF PLEASANT LIVING
To:
FROM:
DATE:
SUBJECT:
BACKGROUND:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The H"onorable Mayor & Members of the City Commission
Steven Alexander, City Manager
Agenda Item NO"J.9.. February 7,2017
A Resolution authorizing the City Manager to enter into an agreement with Estrada
Hinojosa & Company for Financial Advisory Services for the Sale of the City Hall
Property RFP and the Public-Private Partnership (P3) project.
The City requires expert financial advisory services for Sale of City Hall Property RFP
and the Public-Privat~ Partnership (P3) project to assist in the evaluation of
submittals. Estrada Hinojosa & Company has provided a financial advisory
agreement to the City for services related to the Sale of City Hall RFP and the P~blic
Private Partnership (P3) project. A summary of a few key services provided by the
consultant is listed below:
•
•
•
•
•
•
•
The financial advisor will consult on the stability and concerns with the financial
modeling of the deal(s) and the private sector's funding capacity to confirm the
bidder/proposer has the needed funds and financial capacity to complete the
intent reflected in their respective proposal within the required timeHne(s).
The financial advisor will review any and all available financial statements and
supporting documents for each bidder to confirm the bidder has the needed
financial availability to complete the proposed transaction.
Consultant will serve as special Public-Private Partnership (P3) advisor to the City.
Consultant will attend any and all meetings as requested by the City when
Consultant may be of assistance or service and the subject of P3 and/or related
financing is to be discussed. "
Consultant will work with the City, its staff and any consultants employed in
evaluating the P3 project feasibility, including the appropriate risk profile for
each project.
Consultant will assist with financial modeling of the P3 and innovative finance
opportunities presented to the City, incorporating a number of development,
business and financial scenarios.
Consultant will analyze innovative financing methods, including the imposition of
fees or other charges associated with the use of proposed projects or other
forms of payments in lieu of or in addition to payments from the public partner.
THE CITY OF PLEASANT LIVING
VENOORS&
PROPOSAL AMOUNT:
FUNO&
ACCOUNT:
ATTACHMENTS:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER·OFFICE MEMORANDUM
• Consultant will compare projected sources of revenues which may be pledged to
secure payment of debt service' and, where appropriate, will study the trend of
the assessed valuation, taxing power and present and future taxing requirements
of the City.'
• Consultant will advise the City, for the financing of the possible public portions of
the project, of current bond market conditions, forthcoming bond issues and
other general information and economic data which might normally be expected
to influence interest rates or bidding conditions so that the date of sale of the
~ebt instruments may be set at a time which, in Consultant's opinion, will be
favorable.
• If necessary, procurement and negotiations support if the City chooses to follow
a P3 process.
In accordance with the City Charter, Section 5. "Powers and Duties," which stipulates
all purchases shall be approved after competitive conditions have been maintained
and competitive bids sought from at least three different sources of supply, states;
this subsection does not apply to the purchase oj Il!gal and expert services that
have been approved by the City commission.
The consultant agreement submitted by Estrada Hinojosa & Company is in
compliance with the City Charter for "expert services," and. therefore competitive
conditions do not apply. The agreement expires at the end of the current fiscal year,
September 30,2017.
The cost for the consultant services will be paid by respondents and their required
fees to participate in the Public-Private Partnership (P3) project. Furthermore, if the
financial advisors are needed for the City's sale of the City Hall Property RFP, funds
will be allocated from the City Managers contingency account, with a current balance
of $100,000.
Refer to the Consultant Agreement, Exhibit "B," Fee Schedule
An expenditure may be charged to the City Manager's Contingency account number
001-1310-513-9920, which has a balance of $100,000 before this request was made.
Resolution
Estrada Hinojosa & Company Consultant Agreement
City Charter, Section 5. "Powers and Duties"
Sun-Biz Report
CONTRACT FOR CONSULTING SERVICES
THIS CONTRACT, entered into this ilL day of r~jo.t Gh ,2017, by the CITY OF
SOUTH MIAMI through its Manager, both of whom shall be hereinafter referred to as the "CITY"
where applicable; located at 6130 Sunset Drive, South Miami, FL. , E-mail:
salexander@southmiamifl.gov and Estrada Hinojosa & Company, Inc., a Texas corporation
(hereinafter called the "CONSULTANT").
WITNESSETH:
,WHEREAS, the CITY is in need of financial advisor services; and
WHEREAS, the CITY desires to retain CONSULTANT to provide the required goods
and/or services based on CONSULTANT's representations which reflect that CONSULTANT is
qualified and capable of providing said goods and/or services in a professional and timely
manner and in accordance with the CITY's goals and requirements; and
WHEREAS, CONSULTANT has agreed to provide the required goods and/or services in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1) Engagement of CONSULTANT: Based on the representations of CONSULTANT as
set out in the following "checked" documents the CITY hereby retains CONSULTANT to provide
the goods and/or services set forth in said proposal, quote or response to solicitation, whichever
is applicable, as modified by the Contract Documents, or as is otherwise set forth in the Contract
Documents defined below (all of which is hereinafter referred to as the Work").
(Check the box immediately preceding the document described below to indicate that such document is part of this
Contract)
[] Contractor's response to the CITY's written solicitation;.or -11\ ~ h,~.;h A.s: .! e.
["1 CONSULTANT's proposal/contract, ~~wunvf-:L M'T'? ~ ~) -rf
[] As described in paragraph 2 below.
2) Contract Documents: The Contract Documents shall include this Contract and the
following "checked documents", as well as any attachments or exhibits that are made a part of
any of the "checked documents".
(Check the box immediately preceding the document described below to indicate that such document is part of this
Contract)
[] General Conditions to Contract,
[] Supplementary Conditions,
[11] "Other Documents" referring to in this Contract and signed by the parties,
[] Solicitation documenh ("hereinafter referred to as "Bid Documents"
including any request for bid, request for proposal or similar request)
[] Scope of Services,
[] Contractor's response to the CITY's Bid Docu~ents, :l -( '.~ .~~ b 4-5 J,),£ t e...
["1 CONSULTANT's proposal/contract, ~O\r)'IY'-€n .-L.W'-' ) ?
[11] CITY's Insurance & Indemnification Requirements,
[] Bonding of Employees (the term "employee", as used in this Contract, shall
include volunteers) -$1,000,000
[] Payment Bond,
[] Performance Bond,
This Contract and the General Conditions to Contract, Supplementary Conditions, the
Solicitation, Scope of Services and "Other Documents", if any are "checked documents", shall
take precedent over the response to the CITY's Bid Documents, if any, or the proposal or the
quote, if any. The "checked documents" are attached hereto and made a part hereof by
reference. This Contract shall take precedence over other documents signed by the parties if there is a
conflict between or among the contract documents.
Thomas F. Pepe 2016
07129116
Page -1-of4
3) Date of Commencement: CONSULTANT shall commence the performance of the
Work under this Contract on the date as set forth in the text following a checked box, [N/A]
on [N/A] a date to be specified in a Notice to Proceed, or Purchase Order,
(hereinafter referred to as the "Work Commencement Date"), or N ] as set forth in the
CONSULTANT'S proposal/contract aAS sl:!all Eem~lete tl:!e ~eriermaAEe l:!erel:lASer witl:!iA 11
says er tl:!e leAgtl:! ef time set fertl:! iA tl:!e CeAtraEt QeEl:lmeAts, "':l:!iEl:!e'ler is tl:!e
sl:!erter ~eries eftime. Time is ofthe essence.
4) Primary Contacts: The Primary Contact Person in charge of administering this
Contract on behalf of the CITY is the City Manager ("Manager"), assistant Manager, or the
Manager's designee, who shall be designated in a writing signed by the Manager. The Primary
Contact Person for CONSULTANT and his/her contact information is as follows: Name: See
CONSULTANT's proposal/contract.
S) Scope of Services: The goods and/or services to be provided are as set forth in the
"checked documents".
6) Compensation: The CONSULTANT's compensation for CONSULTANT's
performance under the terms and provisions of this Contract, or CONSULTANT's payments in
the event CONSULTANT is paying the City for the uses of the CITY's property or services,
(hereinafter referred to as the Contract Price) shall be as indicated next to one of the following
checked boxes, Nl See CONSULTANT's proposal/contract or as set forth in [N/A]
CONSULTANT's response to the CITY's written solicitation, if any, or, if none, then as set out in
[N/A] CONSULTANT's proposal or quote, [N/A] the Scope of Services, or as set forth in, or
modified by, one ofthe Contract Documents, whichever is applicable.
7) Hours of Work: In the event that this Contr!,)ct requires the performance of
services, it is presumed that the cost of performing the Work after regular working hours, and
on Sunday and legal holidays, is included in the Contract Price. However, nothing contained
herein shall authorize work on days and during hours that are otherwise prohibited by
ordinance unless specifically authorized or instructed in writing by the City Manager, the
Manager's assistant or designee.
8) Time Provisions: Tl:!e term ef tl:!is CeAtraEt sl:!all EemmeAEe eA tl:!e 'Nerk 1P
CemmeAEemeAt Qate aAs sl:!all EeAtiAl:le fer says sr I:IAtil it e)(~ires eA
, er I:IAless earlier termiAates aCEersiAg te tl:!e CeAtraEt QeEl:lmeAts.
Netwitl:!staAsiAg tl:!e feregeiAg, tl:!is CeAtraEt ma'; Be eMOteAses By aA assitieAal __ ~eries if
tl:!e e)(teAsieA is iA writiAg aAs sigAes By tl:!e City MaAager. l\A e)(teAsieA ef tl:!e term ef tl:!is
CeAtFaEt is at tl:!e CITY's sele aAs aB5ell:lte sisEretieA. See CONSULTANT's proposal/contract.
9) Termination: This Contract may be terminated without cause by the CITY with 30
days of advanced written notice. This provision supersedes and takes precedence over any
contrary provisions for termination contained in the Contract Documents.
10) Applicable Law and Venue: Florida law shall apply to the interpretation and
enforcement of this Contract. Venue for all proceedings shall be in Miami-Dade County, Florida.
11) Duties and Responsibilities: CONSULTANT shall comply with all applicable laws,
ordinances, codes, rules, -regulations, and health and safety standards of any governmental
body having jurisdiction over any matter related to this Contract or the goods and/or services
to be performed hereunder, and shall commit no trespass on any private property in performing
any of the work embraced by this Contract. Each and every provision and/or clause required
by law to be inserted in this Contract shall be deemed to be inserted herein and this Contract
shall be read and enforced as though such provisions and/or clauses were included herein.
12) Change Orders: No additional Work or extras shall be done unless the same is duly
authorized in writing and in advance ofthe work by appropriate action by the City Manager and
in accordance with the Contract Documents.
Thomas F. Pepe 2016
07/29/16
Page -2 -of 4
13) Licenses and Certifications: CONSULTANT shall secure all necessary business and
professional licenses at its sole expense prior to executing this Contract or commencing the
Work.
14) Insurance, Indemnification & Bonding: CONSULTANT shall comply with the
insurance, indemnification and bonding requirements set forth in ttte Contract Documents. .
J.5) I.iquidated DaMages: IR tl:!e eveRt tl:!at OO~§Yb:rA~T sl:!all fail te eeFRplete tl:!e 4t:J
'Jlsrk witl:!iR tt:!e tiFRe liFRit set tertI:! iR tl:!e CSRtraet Qee!:lFReRts, er tl:!e eKteREieEi tiFRe IiFRit IJ
agreeEi !:IPSR, iR aeesrEiaRee 'oVitt:! tl:!e prseeEi!:lre as FRere partie!:llarly set fertl:! iR tt:!e CeRtraet
Qse!:lFReRts, 1i,,!:IiEiateEi EiaFRages sl:!all t;,e paiEi at tt:!e rate ef $ Eiellars per Eiay
!:IRtil tl:!e 'Nsrk is eSFRpleteEi.
16) Jury Trial Waiver: The parties waive their right to jury trial.
17) Entire Agreement, Modification, and Non-waiver: The Contract Documents
constitute the entire agreement of the parties and supersedes any prior agreements, written or
oral. The Contract Documents may not be modified or amended except in writing, signed by
both parties hereto and if this Contract is required to be approved by the City Commission, all
amendments thereto must be approved in the same manner and with the same formality as
this Contract. The Contract Documents, in general, and this paragraph, in particular, shall not
be modified or amended by any acts or omissions of the parties. No failure to exercise and no
delay in exercising any right, power or privilege shall operate as a waiver. No waiver of the
Contract Documents, in whole or part, including the provisions of this paragraph, may be
implied by any act or omission.
18) Public Records: CONSULTANT and all of its subcontractors are required to comply
with the public records law (s.119.0701) while providing goods and/or services on behalf of the
CITY and the CONSULTANT, under such conditions, shall incorporate this paragraph in all of its
subcontracts for this Project and shall: (a) Keep and maintain public records required by the
public agency to perform the service; (b) Upon request from the public agency's custodian of
public records, provide the public agency with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not exceed the
cost pro\{ided in this chapter or as otherwise provided by law; (c) Ensure that public records
that are exempt or confidential and exempt from public records disclosure requirements are
not disclosed except as authorized by law for the duration of the Contract term and following
completion of the Contract if CONSULTANT does not transfer the records to the public agency;
and (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of CONSULTANT or keep and maintain public records required by the
public agency to perform the service. If CONSULTANT transfers all public records to the public
agency upon completion of the Contract, CONSULTANT shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If CONSULTANT keeps and maintains public records upon completion of the
Contract, CONSULTANT shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
IF CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT 305-663-6340; E-mail:
Thomas F. Pepe 2016
07129116
Page -3 -of 4
mmenendez@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL
.33143.
19) Background Screening. All personnel and volunteers that will provide any service
with vulnerable persons, as defined in Section 435.02, Fla. Stat., involving the City or its
Agency in such related activity or who may have access to secure or sensitive areas of the City,
must be in compliance with Level II Background Screening and fingerprinting requirements as
per, Florida Statute Ch. 435 prior to the scheduled start of any employee or volunteer.
CONSULTANT shall prevent any and all of its personnel, including volunteers, from engaging in
any such related activities without having passed a background screening to the satisfaction of
the City. A v!olation ofthis requirement shall constitute a substantial breach of this Contract.
20) Drug Free Workplace. CONSULTANT shall comply with the Drug Free Workplace
policy set forth in the City of South Miami's Personnel Manual which is made a part of this
Contract by reference.
21) Transfer and Assignment. None of the work or services under this Contract shall
be subcontracted or assigned without prior written consent from the CITY which may be
denied without cause.
22) Notices. All notices given or required under this Contract shall be deemed
sufficient if sent by a method that provides written evidence of delivery, including e-mail and .
facsimile transmission and delivered to CONSULTANT or his designated contact person.
Return of mail, sent to the address contained herein for the parties or their contact persons,
as not deliverable or for failure to claim the mail shall be deemed received on the date that
the mail is returned to sender.
IN WITNESS WHEREOF, the parties, have executed this Contract, on or before the
date first above written, with full knowledge of its content and significance and intending to be
legally bound by the terms hereof.
By: I JJJ2ZZf~e~A, ATT~ST :
arJaMeflendez ;-
City Clerk
Thomas F. Pepe 2016
07/29i16
Page -4 -of 4
Insurance and Indemnification
Insurance Requirements
Without limiting its liability, the contractor, consultant or consulting firm (hereinafter referred to as "FIRM"
with regard to Insurance and Indemnification requirements) shall be required to procure and maintain at
its own expense during the life of the Contract, insurance of the types and in the minimum amounts
stated below as will protect the FIRM, from claims which may arise out of or result from the contract or
the performance of the contract with the City of South Miami, whether such claim is against the FIRM or
any sub-contractor, or by anyone directly or indirectly employed by any of them or by anyone for whose
acts any of them may be liable.
No insurance required by the CITY shall be issued or written by a surplus lines carrier unless authorized
in writing by the CITY and such authorization shall be at the CITY's sole and absolute discretion. The
FIRM shall purchase insurance from and shall maintain the insurance with a company or companies
lawfully authorized to sell insurance in the State of Florida, on forms approved by the State of Florida, as
will protect the FIRM, at a minimum, from all claims as set forth below which may arise out of or result
from the FIRM's operations under the Contract and for which the FIRM may be legally liable, whether
such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by
any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers'
compensation, disability benefit and other similar employee benefit acts which are applicable to the
Work to be performed; (b) claims for damages because of bodily injury, occupational sickness or
disease, or death of the FIRM's employees; (c) claims for damages because of bodily injury, sickness or
disease, or death of any person other than the FIRM's employees; (d) claims for damages insured by
usual personal injury liability coverage; (e) claims for damages, other than to the Work itself, because of
injury to or destruction of tangible property, including loss of use resulting there from; (f) claims for
damages because of bodily injury, death of a person or property damage ariSing out of ownership,
maintenance or use of a motor vehicle; (g) claims for bodily injury or property damage arising out of
completed operations; and (h) claims involving contractual liability insurance applicable to the FIRM's
obligations under the Contract.
Firm's Insurance Generally. The FIRM shall provide and maintain in force and effect until all the Work
to be performed under this Contract has been completed and accepted by CITY (or for such duration as
is otherwise specified hereinafter), the insurance coverage written on Florida approved forms and as set
forth below:
Workers' Compensation insurance at the statutory amount as to all employees in compliance with the
'Workers' Compensation Law" of the State of Florida including Chapter 440, Florida Statutes, as
presently written or hereafter amended, and all applicable federal laws. In addition, the policy (ies) must
include: Employers' Liability at the statutory coverage amount. The FIRM shall further insure that all of
its Subcontractors maintain appropriate levels of Worker's Compensation Insurance.
Commercial Comprehensive General Liability insurance with broad form endorsement, as well as
automobile liability, completed operations and products liability, contractual liability, severability of
interest with cross liability provision, and personal injury and property damage liability with limits of
$1,000,000 combined single limit per 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 form with the same coverage as the primary insurance policy but in the amount of $1,000,000
per claim and $2,000,000 Annual Aggregate. Coverage must be afforded on a form no 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:
1
(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 applicable to this specific Contract, including any 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) plus an
additional One Million Dollar ($1,000,000.00) umbrella per occurrence combined single limit for Bodily
Injury Liability and Property Damage Liability. Umbrella coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability policy, without restrictive
endorsements, as filed by with the state of Florida, and must include:
(a) Owned Vehicles.
(b) Hired and Non-Owned Vehicles
(c) Employers' Non-Ownership
Subcontracts: The FIRM agrees that if any part of the Work under the Contract is sublet, the
subcontract shall contain the same insurance provision as required by the General Contractor, other
than the Fire and Extended Coverage Insurance and substituting the word Subcontractor for the word
FIRM and substituting the word FIRM for CITY where applicable.
Fire and Extended Coverage Insurance (Builders' Risk), IF APPLICABLE:
In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain,
with an Insurance Company or Insurance Companies acceptable to the CITY, "Broad" form/All Risk
Insurance on buildings and structures, including Vandalism & Malicious Mischief coverage, while in the
course of construction, including foundations, additions, attachments and all permanent fixtures
belonging to and constituting a part of said buildings or structures. The policy or policies shall also cover
machinery, if the cost of machinery is included in the Contract, or if the machinery is located in a building
that is being renovated by reason of this contract. The amount of insurance must, at all times, be at
least equal to the replacement and actual cash value of the insured property. The policy shall be in the
name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the
interests of all Subcontractors performing Work.
All of the provisions set forth in the Miscellaneous section below shall apply to this coverage unless it
would be clearly not applicable.
Miscellaneous:
If any notice of cancellation of insurance or change in coverage is issued by the insurance company or
should any insurance have an expiration date that will occur during the period of this contract, the FIRM
shall be responsible for securing other acceptable insurance prior to such cancellation, change, or
expiration so as to provide continuous coverage as specified in this section and so as to maintain
coverage during the life of this Contract.
All deductibles must be declared by the FIRM and must be approved by the CITY. At the option of the
CITY, either the FIRM shall eliminate or reduce such deductible or the FIRM shall procure a Bond, in a
form satisfactory to the CITY covering the same.
The pOlicies shall contain waiver of subrogation against CITY where applicable, shall expressly provide
that such policy or policies are primary over any other collectible insurance that CITY may have. The
CITY reserves the right at any time to request a copy of the required policies for review. All policies shall
contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the
2
CITY as well as contractual liability provision covering the Contractors duty to indemnify the City as
provided in this Agreement.
Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT, if any, certificates of
such insurance, acceptable to the CITY, as well as the insurance binder, if one is issued, the insurance
policy, including the declaration page and all applicable endorsements and provide the name, address
and telephone number of the insurance agent or broker through whom the policy was obtained. The
insurer shall be rated A.VII or better per A.M. Best's Key Rating Guide, latest edition and authorized to
issue insurance in the State of Florida.·AII insurance policies must be written on forms approved by the
State of Florida and they must remain in full force and effect for the duration of the contract period with
the CITY. The FIRM may be required by the CITY, at its sole discretion, to provide a "certified copy" of
the Policy (as defined in Article 1 of this document) which shall include the declaration page and all
required endorsements. In addition, the FIRM shall deliver, at the time of delivery of the insurance
certificate, the following endorsements:
a policy provision or an endorsement with substantially similar provisions as follows:
"The City of South Miami is an additional insured. The insurer shall pay all sums that the City of
South Miami becomes legally obligated to pay as damages because of 'bodily injury", 'property
damage' , or "personal and advertising injury" and it will provide to the City all of the coverage
that is typically provided under the standard Florida approved forms for commercial general
liability coverage A and coverage B";
a policy provision or an endorsement with substantially similar provisions as follows:
"This policy shall not be cancelled (including cancellation for non-payment of premium),
terminated or materially modified without first giving the City of South Miami ten (10) days
advanced written notice of the intent to materially modify the policy or to cancel or terminate the
policy for any reason. The notification shall be delivered to the City by certified mail, with proof of
delivery to the City."
Indemnification Requirement
A. The Contractor accepts and voluntarily incurs all risks of any injuries, damages, or harm which
might arise during the work or event that is occurring on the CITY's property due to the negligence or
other fault of the Contractor or anyone acting through or on behalf of the Contractor.
B. The Contractor shall indemnify, defend, save and hold CITY, its officers, affiliates, employees,
successors and assigns, harmless from any and all damages, claims, liability, losses, claims, demands,
suits, fines, judgments or cost and expenses, including reasonable attorney's fees, paralegal fees and
investigative costs incidental there to and incurred prior to, during or following any litigation, mediation,
arbitration and at all appellate levels, which may'be suffered by, or accrued against, charged to or
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 claims for injury to, or death of
any person or persons and for the loss or damage to any property arising out of a negligent error,
omission, misconduct, or any gross negligence, intentional act or harmful conduct of the Contractor, its
contractor/subcontractor or any of their officers, directors, agents, representatives, employees, or
assigns, or anyone acting through or on behalf of any of them, arising out of this Agreement, incident to
it, or resulting from the performance or non-performance of the Contractor's obligations under this
AGREEMENT.
C. The Contractor shall pay all claims, losses and expenses of any kind or nature whatsoever, in
connection therewith, including the expense or loss of the CITY and/or its affected officers, affiliates,
employees, successors and assigns, including their attorney's fees, in the defense of any action in law
or equity brought against them and arising from the negligent error, omission, or act of the Contractor, its
Sub-Contractor or any of their agents, representatives, employees, or assigns, and/or arising out Qf, or
incident to, this Agreement, or incident to or resulting from the performance or non-performance of the
Contractor's obligations under this AGREEMENT.
D. The Contractor agrees and recognizes that neither the CITY nor its officers, affiliates,
3
employees, successors and assigns shall be held liable or responsible for any claims, including the
costs and expenses of defending such claims which may result from or arise out of actions or omissions
of the Contractor, its contractor/subcontractor or any of their agents, representatives, employees, or
assigns, or anyone acting through or on behalf of the them, and arising out of or concerning the work or
event that is occurring on the CITY's property. In reviewing, approving or rejecting any submissions or
acts of the Contractor, CITY in no way assumes or shares responsibility or liability for the acts or
omissions of the Contractor, its contractor/subcontractor or any of their agents, representatives,
employees, or assigns, or anyone acting through or on behalf of them.
E. The Contractor has the duty to provide a defense with an attorney or law firm approved by the
City of South Miami, which approval will not be unreasonably withheld.
F. However, as to design professional contracts, and pursuant to Section 725.08 (1), Florida
Statutes, none of the provisions set forth herein above that are in conflict with this subparagraph shall
apply and this subparagraph shall set forth the sole responsibility of the design professional concerning
indemnification. Thus, the design professional's obligations as to the City and its agencies, as well as to
its officers and employees, is to indemnify and hold them harmless from liabilities, damages, losses, and
costs, including, but not limited to, 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.
4
CDIT CHARTER
City Olf South Miami
SIECTDON S. Powers and Duties
H. Contract for the purchase of any goods or services for any department of the City in an
amount up to and including ($5,000.00. All contracts for goods and services in excess of
$5,000.00 shall be approved by the City Commission. The City Manager shall report all
expenditures to the City Commission monthly. (Amended 2/8/00) All purchases shall be
approved after competitive conditions shall have been maintained and competitive bids
sought from at least three different sources of supply if available, such determination to
be made by the Commission, and, notwithstanding the foregoing, the City may Charter
of The City of South Miami Amended 2/11/14 Page 19 of 39 make purchases through
other governmental agencies that have followed similar bidding procedures.
This subsection dOles not apply tc tlhie plIlIrchase of legal and expert senrkes
that have been apprOlved by the City Commission. (Amended 2/8/(0)
AGREEMENT FOR
PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SOUTH MIAMI, FL
AND
ESTRADA HINOJOSA & COMPANY, INC.
TIllS AGREEMENT, made and entered into as of the 7th day of February,
2017, by and between THE CITY OF SOUTH MIAMI (the "CITY") and
ESTRADA HINOJOSA & COMPANY, INC., a Texas corporation which IS
authorized to do business in Florida, (the "CONSULTANT") .
. RECITALS:
The CITY wants to engage the CONSULTANT to perform certain
professional services for the CITY, consisting of the services described herein and
any necessary fmancial advisory services for Public Private Partnership ("P3")
projects as required by the CITY as specifically described below (the "Specified
Services").
In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows:
1. SCOPE OF SERVICES
A. The CONSULTANT agrees to provide the Specified Services upon
written request from the CITY. CONSULTANT shall provide the Specified Services
as an independent contractor for the CITY.
B. The Specified Services to be provided by CONSULTANT shall
include, but not be limited to each of the fmancial advisory tasks, including both
feasibility and transactional services, as applicable, which are set forth in the
Specified Services list, a copy of which is attached hereto and incorporated herein as
Exhibit "A".
C. CONSULTANT shall regularly provide status reports to the CITY, as
requested by the CITY.
2. FEES FOR SERVICES
A. The CONSULTANT agrees to charge the CITY for the petfonnance of
the Specified Services which are provided by CONSULTANT, in accordance with
the fee schedule which is set forth in Exhibit "B", a copy of which is attached hereto
and incorporated herein, plus reasonable and necessary costs as approved by the
CITY.
B. Except as otherwise provided in Exhibit "B" as to costs and fees for
specific debt issuance transactions, any additional fees and costs shall be invoiced in
the month following perfonnance of service and expenditure of costs by
CONSULTANT, pursuant to advance written work authorizations from the CITY.
The work authorizations shall describe the specific requested work tasks, the
applicable fees and the estimated costs. No work shall be undertaken by
CONSULTANT unless authorized in writing by the CITY pursuant to a work
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authorization.
D. Invoices shall also reflect a record of time expended by
CONSULTANT in providing the Specified Services, for the CITY'S infonnation for
those services which are provided at hourly billing rates.
3. TERM
The duration of the tenn of this Agreement shall commence. on February 7,
2017 and shall terminate on September 30, 2017, unless further extended by the
mutual written consent of the CONSULTANT and CITY or earlier tenninated
pursuant to Section 6.
This Agreement involves skilled professional servIces· and shall not be
assignable by the CONSULTANT.
5. PROHffiITION AGAINST CONTINGENT FEES; OTHER MATTERS
The CONSULTANT warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the
CONSULTANT, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person( s), company, corporation, individual or firm, other than a
bona fide employee working solely for the CONSULTANT any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the
-3-
award or making of this Agreement.
6. TERMINATION
This Agreement may be terminated by the CITY upon thirty (30) days written
notice with or without cause and by the CONSULTANT upon thirty (30) days
written notice with or without cause. If this Agreement is terminated, the
CONSULTANT shall be paid in accordance with the provisions of Paragraph 2
above, for all acceptable work performed up to the date of termination.
7. NONEXCLUSIVE AGREEMENT
The services to be provided by the CONSULTANT pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude the CITY from
engaging other firms to perform the same or similar services for. the benefit of the
CITY within the CITY'S sole and absolute discretion.
8. RECORDS
All reports, documents, analysis and materials (the "Materials") that result
from the CONSULTANT providing Specified Services shall be the property of the
CITY. Upon termination of this Agreement or upon request of the CITY during the
term of this Agreement, any and all such Materials shall be delivered to the CITY by
the CONSULTANT. Costs incurred to provide the Materials will be paid for by the
CITY.
-4-
9. ENTIRE AGREEMENT
The parties ~ereby agree that this is the entire agr~ement between the partie:hz~j. Ii ~ £-j'~ .~ ~~yyU~·io u....P\AcA ~ ~ . .eYYLOn.t' 'I(:j a ~tjt
This Agreement cannot be amended or modified without the express written consent 11
of the parties.
10. WARRANTIES OF CONSULTANT
The CONSULTANT hereby warrants and represents that at all times during
the term of this Agreement it shall maintain in good standing all required licenses,
certifications and permits required under Federal, State and local laws necessary to
perform the Specified Services and will timely file all required reports.
11. INSURANCE
A. The CONSULTANT shall at all times carry comprehensive general
liability and contractual liability insurance, workers' compensation insurance (if
applicable), and automotive liability insurance, with minimum policy limits for each
coverage in the amount of at least One Million ($1,000,000.00) Dollars per
occurrence, combined single limit, for property damage and bodily injury, including
death, except that the dollar amount of workers compensation coverage (if
applicable) shall be as provided by Chapter 440, Fla. Stat.
B. CONSULTANT shall indemnify and hold harmless the CITY, its
officers and employees, from liabilities, damages, losses and costs, including, but
not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
-5-
recklessness or intentional wrongful conduct of the CONSULTANT and persons
employed or utilized by the CONSULTANT in the performance of the Agreement,
except that neither the CONSULTANT nor persons employed or utilized by the
CONSULTANT will be liable under this paragraph for liabilities, damages, losses,
or costs resulting from negligent acts, errors, or omissions by the CITY or any of
the CITY'S officers, agents, or employees during the performance of this
Agreement.
12. NOTICES
All notices and communications to the CITY or CONSULTANT shall be in
writing and shall be deemed to have been properly given if transmitted by registered
or certified mail or hand delivery. All notices and communications shall be effective
upon receipt. Notices shall be addressed as follows:
CITY:
With a copy to:
CONSULTANT:
City of South Miami
City Hall
6130 Sunset Drive
South Miami, FL 33143
Attention: Steven Alexander
Estrada Hinojosa & Company, Inc.
2937 SW 27th Avenue, Suite 200B
Miami, FL 33133
Attention: Lourdes Reyes Abadin
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CONSULTANT:
13. GOVERNING LAW
Estrada Hinojosa & Company, Inc.
1717 Main Street, 47th Floor
Dallas, TX 75201
Attention: Robert A. Estrada
This Agreement shall be construed in accordance with the laws of the State of
Florida. Venue for litigation hereunder shall be in Miami-Dade County, Florida.
IN WI1NESS WHEREOF, the parties hereto have accepted, made and
executed this Agreement upon the tenns and conditions above stated on the day and
year first above written.
CONSULTANT:
ESTRADA lllNOJOSA &
COMPANY, INC.
By·~r,<--__ -...:......;;.--'-",,"-----__ _
Robert A. Estrada
J ~ Title: Senior Managing Director r--&CCO
Attest~~
CITY:
SOUTHMIAMJ
By: __ -:-=~ _______ _
EXHIBIT" A"
SPECIFIED SERVICES TO BE PROVIDED BY CONSULTANT
A. Public-Private Partnership (P3) Advisor Services
1. The consultant will consult on the stability and concerns with the financial
modeling of the deal(s) and the private sector's funding capacity to confirm the bidder/proposer
has the needed funds and financial capacity to complete the intent reflected in their respective
proposal within the required timeline(s).
2. The consultant will review any and all available fmancial statements and supporting
documents for each bidder to confIrm the bidder has the needed fInancial availability to complete
the proposed transaction. .
3. Consultant will serve as special public-private partnership (P3) advisor to the
CITY.
4. Consultant will attend any and all meetings as requested by the CITY when
Consultant may be of assistance or service and the subject of P3 and/or related fmancing is to be
discussed.
5. Consultant will work with the CITY, its staff and any consultants employed in
evaluating the P3 project feasibility, including the appropriate risk profIle for each project.
6. Consultant will assist with fInancial modeling of the P3 and innovative fmance
opportunities presented to the CITY, incorporating a number of development, business and
fInancial scenarios.
7. Consultant will analyze innovative fmancing methods, including the imposition of
fees or other charges associated with the use of proposed projects or other forms of payments in
lieu of or in addition to payments from the public partner. It will also compare projected sources of
revenues which may be pledged to secure payment of debt service and, where appropriate, will
study the trend of the assessed valuation, taxing power and present and future taxing requirements
of the CITY.
8. In the event revenues of projected facilities operated by the CITY are to be pledged
to repayment of the debt instruments then under consideration, the analysis will take into account
additional revenues projected resulting from improvements to be financed by the debt instruments
under consideration. Consultant will also take into account future fmancing needs and operations
as projected by the consulting engineers or other experts, if any, employed by the CITY.
9. Consultant will advise the CITY, for the financing of the public portions of the
project, of current bond market conditions, forthcoming bond issues and other general information
and economic data which might normally be expected to influence interest rates or bidding
conditions so that the date of sale of the debt instruments may be set at a time which, in
-8-
Consultant's opinion, will be favorable. Debt instruments under consideration willinc1ude such
elements as the date of issue, interest payment dates, schedule of principal maturities, security
provisions, and any other additioruiJ. provisions designed to make the project attractive to investors.
All recommendations will be based upon its professional judgment with the goal of designing a
project under most advantageous terms and at the lowest interest cost consistent with all other
considerations.
10. Ifnecessary, procurement and negotiations support if the CITY chooses to follow
a P3 process.
B. Public Purpose Financing Transactions
11. Consultant understands the CITY will retain firms of municipal bond attorneys (the
"Bond Counsel") in the event it is necessary to issue debt for the public portions of the project
through the "Issuer", the public entity, and such counsel fees will be paid through the Cost of
Issuance. In the event it is necessary to hold an election to authoriie the debt instruments then
under consideration, Consultant will assist in coordinating the assembly and transmittal to Bond
Counsel of such data as may be required for the preparation of necessary petitions, orders,
resolutions, ordinances, notices, and certificates in connection with the election.
12. Consultant will recommend the method of sale of the debt instruments that, in its
opinion, is in the best interest of the project and will proceed, as directed by the CITY, with one of
the following methods:
a. Competitive Sale: Consultant will advise the Issuer regarding the sale of the Debt
Instrument whereby we coordinate the submission of competitive bids from
prospective buyers for the Debt Instruments in accordance with established procedures.
b. Negotiated Sale: Consultant will recommend one or more investment banking firms
as managers of an underwriting syndicate for the purposes of negotiating the purchase
of Debt Instruments and in no event will Consultant participate either directly or
indirectly in the underwriting of the Debt Instruments. Consultant will collaborate with
any senior managing underwriter selected and Counsel to the underwriters in the
preparation of the Official Statement or Offering Memorandum. Consultant will
cooperate with the underwriters in obtaining any Blue Sky Memorandum and Legal
Investment Survey, preparing the Bond Purchase Contract, Underwriters' Agreement
and any other related documents. The costs thereof, including the printing of the
documents, will be paid by the underwriters.
13. Consultant will, after consulting the Issuer and CITY, arrange for such reports and
opinions of recognized independent consultants Consultant deems necessary and required for the
successful marketing of the Debt Instruments.
14. Subject to the approval of the Issuer and CITY, Consultant will organize and make
arrangements for such information meetings as, in its judgment, may be necessary.
-9-
15. When appropriate, Consultant will advise financial publications of the forthcoming
sale of the Debt Instruments and provide them with all pertinent information.
16. Consultant will coordinate the preparation of the Notice of Sale and Bidding
Instructions, Official Statement, Official Bid Form and such other documents as may be required.
Consultant will submit to the Issuer and CITY all such documents for examinations, approval and
certification. After such examination, approval and certification, Consultant will provide the Issuer
and CITY with a supply of all such documents sufficient to its needs and will distribute sets of the
same to prospective bidders and to banks, life, fire and casualty insurance companies, investment
counselors and other prospective purchasers of the Debt Instruments. Consultant also provides
sufficient copies of the Official Statement to the purchaser of the debt Instruments in accordance
with the Notice of Sale and Bidding Instructions. The expenses associated with printing and
distribution of these documents will be paid by the Issuer.
17. Consultant will make recommendations to the Issuer and CITY as to the
advisability of obtaining a credit rating, or ratings, for the Debt Instruments as, in its opinion, is
required for submission to the appropriate company, institution or institutions. In those cases
where the advisability of personal presentation of information to the rating agency, or agencies,
may be indicated, Consultant will arrange for such personal presentations. The expenses
associated with the preparation of information and personal presentations will be paid through the
Cost oflssuance.
18. Consultant will make recommendations as to the advisability of obtaining
municipal bond insurance or other credit enhancement, or qualifications for same, for the Debt
Instruments and, Consultant will coordinate the preparation of such information as, in its opinion,
is required for submission to the appropriate company, institution or institutions. In those cases
where the advisability of personal presentation of information to the appropriate company,
institution or institutions may be indicated, Consultant will arrange for such personal presentations.
The expenses associated with the preparation of information and personal presentations will be
paid by through the Cost of Issuance.
19. Consultant will assist the staff of the Issuer at any advertised sale of Debt
Instruments in coordinating the receipt, tabulation and comparison of bids and Consultant will
advise the Issuer and CITY as to the best bid. Consultant will provide the Issuer and CITY with its
recommendations as to acceptance or rejection of such bid.
20. As soon as a bid for the Debt Instruments is accepted by the Issuer and CITY,
Consultant will proceed to coordinate the efforts of all concerned to the end that the Debt
Instruments may be delivered and paid for as expeditiously as possible. Consultant will assist in
the preparation or verification of final closing figures incident to the delivery of the Debt
Instruments.
21. Consultant will maintain liaison with Bond Counsel in the preparation of all legal
documents pertaining to the authorization, sale and issuance of the Debt Instruments. Bond
Counsel will provide an unqualified legal opinion as to the legality of the issuance of the Debt
-10-
Instruments at the time of delivery.
22. If requested, Consultant will counsel with the Issuer and CITY in the selection of a
Paying AgentlRegistrar for the Debt Instruments, and will assist in the preparation of agreements
pertinent to these services and the fees incident thereto.
23. In the event formal verification by an independent auditor or any calculations
incident to the Debt Instruments is required, Consultant will make arrangements for such services.
24. Consultant agrees to do, or cause to be done, all work pertaining to the Debt
Instruments, obtaining approval, as may be required by law, registration, and delivery to the
purchaser. The expenses associated with the printing of the debt instruments will be paid by
through the Cost of Issuance.
25. After the closing of the sale and delivery of the Debt Instruments, Consultant will
deliver to the Issuer and CITY a schedule of annual debt service requirements on the Debt
Instruments. In coordination with Bond Counsel, Consultant will assure that the Paying
AgentlRegistrar has been provided with a copy of the authorizing ordinance, order or resolution.
C. Additional Services.
In addition to the services set out above, Consultant agrees to provide the following
services when so requested:
26. Consultant will provide its advice and assistance with regard to exercising any call
and/or refunding of any outstanding Debt Instruments.
27. Consultant will provide its advice and assistance in the development of, and
financing for, any capital improvement programs of the Issuer.
28. Consultant will provide its advice and assistance in the development of the long-
range fmancing plan of the CITY.
29. Consultant will provide any other financial planning services as may be requested
by the CITY.
[THE REMAINDER OF TIDS PAGE IS LEFT BLANK INTENTIONALLy]
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EXHIBIT "B"
FEE SCHEDULE
A. In General: The proposed hourly fees, as described in Section B of this Exhibit,
shall be payable in the following manner:
a. The fees due Consultant for services in accordance with Section A -P3 Advisor
Services and Section C -Additional Services of Exhibit "A" and any related
costs as may be mutually agreed upon for which Consultant is entitled to
reimbursement, shall become due and payable upon 30 days of billing.
b. The fees for services in accordance with Section B -Public Pwpose Financing
Transaction of Exhibit "A" shall become due and payable with the delivery of
the Debt Instruments to the purchaser.
Note: "Section A" refers to paragraph "A" of Exhibit A and "Section B" refers to paragraph "B" of Exhibit A to this Agreement
B. Hourly Fees: The Hourly Fees described below would be for services provided in
. Sections A and C of Exhibit "A."
Principa1JManaging Director
Vice PresidentIManager
Associate/Analyst
Administrative/Support
$350 per hour
$325 per hour
$280 per hour
$ 95 per hour
C. Transactions. In consideration for the services rendered by Consultant to the CITY,
as related to transaction services (items under Section B -Public Purpose Financing Transaction of
Exhibit II A") (bond issues, etc.), it is understood and agreed that the fee payable to Consultant for
each issue of Debt Instruments or other specified financing will be, as follows:
(i) Any Issue -$15,000 plus an agreed upon "per bond" fee amount based on the
size of the transaction. Consultant's base fee and expenses related to bond
issues or other sources of financing are contingent on the issuance of debt
and payable solely from bond proceeds. Expenses are borne by the
Consultant until a fee statement and expense reimbursement are submitted at
the closing in accordance with the Agreement between the CITY and
Consultant.
(ii) It is understood and agreed that Consultant will charge, in addition to its
Financial Advisory fee, a computer and/or structuring fee to be negotiated in
advance on a case by case basis.
-12-
EXHIBIT "c"
DISCLOSURE STATEMENT REQUIRED
BY
MUNICIPAL SECURITIES RULEMAKING BOARD
This Disclosure Statement is provided by Estrada Hinojosa & Co., Inc. ("Municipal Advisor") to
THE CITY OF SOUTH MIAMI ("Client") in connection with the Municipal Advisor
Engagement contract to which this Exhibit C pertains (the "Agreement") and is dated as of the
same date as the Agreement. This Disclosure Statement provides information regarding conflicts
of interest pursuant to MSRB Rule G-42(b) and the events required to be disclosed to Client
pursuant to MSRB Rule G-42 (c )(ii).
Part A <Disclosures of Conflicts of Interest)
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures
relating to any actual or potential material conflicts of interest, including certain
categories of potential conflicts of interest identified in Rule G-42, if applicable.
Accordingly, Municipal Advisor makes the following disclosures with respect to material
conflicts of interest in connection with the Scope of Services under the Agreement,
together with explanations of how Municipal Advisor addresses or intends to manage or
mitigate each conflict. To that end, with respect to all of the conflicts disclosed below,
Municipal Advisor mitigates such conflicts through its adherence to its fiduciary duty to
Client, which includes a duty of loyalty to Client in performing all municipal advisory
activities for Client. This duty of loyalty obligates Municipal Advisor to deal honestly
and with the utmost good faith with Client and to act in Client's best interests without
regard to Municipal Advisor's fmancial or other interests.
In addition,· because Municipal Advisor is a broker-dealer with significant capital due to
the nature of its overall business, the success and profitability of Municipal Advisor is
not dependent on maximizing short-term revenue generated from individualized
recommendations to its clients but instead is dependent on long-term profitability built on
a foundation of integrity, quality of service, and strict adherence to its fiduciary duty.
Furthermore, Municipal Advisor's supervisory structure, leveraging our long-standing
and comprehensive broker-dealer supervisory processes and practices, provides strong
safeguards against individual representatives of Municipal Advisor potentially departing
from their regulatory duties due to personal interests. The disclosures below describe, as
applicable, any additional mitigations that may be relevant with respect to any specific
conflict disclosed below.
1. Compensation-Based Conflicts. If fees due under this Agreement are partially based
on the size of a bond Issue and contingent upon the delivery of the bonds, this form of
compensation has the potential to create a conflict of interest. While customary in the
municipal securities market, the potential conflict of interest arises from the incentive
-13-
for a Municipal Advisor to recommend unnecessary fmancings or fmancings that are
disadvantageous to Client, or to advise Client to increase the size of the issue. This
conflict of interest is mitigated by the general mitigations described above.
2. Other Municipal Advisor or Underwriting Relationships. Municipal Advisor
serves a wide variety of other clients that may from time to time have interests that
could have a direct or indirect impact on the interests of Client. For example,
Municipal Advisor serves as municipal advisor to other municipal advisory clients
and, in such cases, owes a duty to such other clients just as it does to Client under this
Agreement. These other clients may, from time to time and depending on the specific
circumstances, have competing interests, such as accessing the new issue market with
the most advantageous timing and with limited competition at the time of the
offering.
In acting in the interests of its various clients, Municipal Advisor could potentially
face a conflict of interest arising from these competing client interests. In other cases
(such as a broker-dealer that engages in underwritings of new issuances of municipal
securities by other municipal entities), the interests of Municipal Advisor to achieve a
successful and profitable underwriting for its municipal entity underwriting clients
could potentially constitute a conflict of interest if, as in the example above, the
municipal entities that Municipal Advisor serves as underwriter or municipal advisor
have competing interests in seeking to access the new issue market with the most
advantageous timing and with limited competition at the time of the offering. None of
these other engagements or relationships would impair Municipal Advisor's ability to
fulfill its duties to Client.
3. Broker-Dealer Business. Municipal Advisor is a broker-dealer that provides
underwriting services to its clients, in addition to serving as a municipal advisor. Such
underwriting activities may be undertaken on behalf of, or as counterparty to, current
or potential investors in the securities of Client. These other clients may, from time to
time and depending on the specific circumstances, have interests in conflict with
those of Client, such as when their buying or selling of Client's securities may have
an adverse effect on the market for Client's securities, and the interests of such other
clients could create the incentive for Municipal Advisor to make recommendations to
Client that could result in more advantageous pricing for the other clients. Any
potential conflict arising from Municipal Advisor effecting or otherwise assisting
such other clients in connection with underwriting transactions is mitigated by means
of such activities being engaged in on customary terms under an active and long-
standing regulatory structure, thereby reducing the likelihood that the interests of such
other clients would have an impact on the services provided by Municipal Advisor to
Client under this Agreement.
At this time, there are no actual material conflicts of interest known to Municipal Advisor in
connection with the current Agreement. Municipal Advisor has listed the potential conflicts of
interest to comply with MSRB Rule 0-42. .
-14-
Part B (Disclosures of Information Regarding Legal Events and Disciplinary History)
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures
of legal or disciplinary events material to its client's evaluation of the municipal advisor or
the integrity of the municipal advisor's management or advisory personnel. The following
legal or disciplinary events may be material to Client's evaluation of Municipal Advisor or
the integrity of Municipal Advisor's management or advisory personnel:
1. In March 2012, the Municipal Advisor paid a $10,000 fine to settle a FINRA
enforcement matter arising from the late filing of Final Official Statements.
2. In July 2015, the Municipal Advisor paid a $17,500 fme to settle a FINRA
enforcement matter arising from the late and/or inaccurate reporting of municipal
bond trades.
3. In September 2015, the Municipal Advisor settled an enforcement action brought by
the United States Securities and Exchange Commission as a result of their Municipal
Continuing Disclosure Initiative (MCDC). As part of the settlement, the Municipal
Advisor paid a $40,000 fine.
A full report of the Municipal Advisor's disciplinary history, including the events
summarized above, can be found on the Municipal Advisor's Form MA and Form MA-I
filings. These filings are available online in the EDGAR database maintained by the
United States Securities and Exchange Commission at this location:
https:llwww.sec.gov/cgi-binlbrowse-
edgar?company=estrada+hinojosa&owner=exclude&action=getcompany
The SEC permits certain items of information required on Form MA or MA-I to be
provided by reference to such required information already filed by Municipal Advisor in
its capacity as a broker-dealer on Form BD or Form U4 as applicable. The disclosures
filed on Form MA and Form MA-I were all filed on Form BD or U4 for the applicable
event. Detailed information provided by Municipal Advisor on Form BD or Form U4 is
publicly accessible through reports generated by FINRA's BrokerCheck at
http://brokercheck.finra.org. For purposes of accessing such BrokerCheck reports,
Municipal Advisor's CRD number is 19299.
The disclosure items listed above were all related to the Underwriting business segment
of Estrada Hinojosa & Co., Inc.; not from any activity relating to our Municipal Advisory
business segment. The events themselves were technical in nature and did not involve
any investor harm or market disruption. The Municipal Advisor last updated Form MA
on September 1, 2016.
Part C Future Supplemental Disclosures
As required by MSRB Rule G-42, this Disclosure Statement may be supplemented or amended,
from time to time as needed, to reflect changed circumstances resulting in new conflicts of
interest or changes in the conflicts of interest described above, or to provide updated information
with regard to any legal or disciplinary events of Municipal Advisor. Municipal Advisor will
-15-
provide Client with any such supplement or amendment as it becomes available throughout the
term of the Agreement.
Sincerely,
Estrada Hinojosa & Company, Inc.
H:\LOURDES DOCUMENTS\South Miami, City of\Estrada HinojosaP3 FA Contract with South Miami v2 -Amended.docK
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. Detail by Entity Name
Foreign Profit Corporation
ESTRADA HINOJOSA & COMPANY, INC.
Filing Information
Document Number
FEI/EIN Number
Date Filed
State
Status
Principal Address
F03000002093
75-2154287
04/25/2003
TX
ACTIVE
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
Changed: 04/30/2008
Mailing Address
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
Changed: 04/30/2008 .
Registered Agent Name & Address
ABADIN, LOURDES REYES
2937 SW 27TH AVE
STE.200B
MIAMI, FL 33133
Address Changed: 05/24/2010
Officer/Director Detail
Name & Address
Title C
ESTRADA, ROBERT A
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
Title VC
HINOJOSA, NOE JR
1717 MAIN ST .. SUITE 4700
D,V,S'ON OF CORPORATIONS
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DALLAS, TX 75201
TitleM
NOLAN, THOMAS
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
TitleM
GONZALES, DONALD J
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
TitleM
GARZA, JORGE
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
Annual Reports
Report Year
2014
2015
2016
Filed Date
01/10/2014
02124/2015
03/23/2016
Document Images
0312312016 -ANNUAL REPORT View image in PDF format
0212412015 -ANNUAL REPORT View image in PDF format
01/10/2014 -ANNUAL REPORT View image in PDF fonnat
02/1212013 -ANNUAL REPORT View image in PDF fonnat
01/12/2012 -ANNUAL REPORT View image in PDF fonnat
02104/2011 -ANNUAL REPORT View image in PDF fonnat
Detail by I;:ntity Name
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05/24/2010 -Reg. Agent Change View image in PDF tonnat
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02103/2010 -ANNUAL REPORT View image in PDF fonnat ------------------------"
03/13/2009 -ANNUAL REPORT View image in PDF fonna!
Q4/30/2008 -ANNUAL REPORT View image in PDF tonna!
04/24/2007 -ANNUAL REPORT View image in PDF tonnat ------------------------"
03121/2006 -ANNUAL REPORT View image in PDF forma!
0210812005 --ANNUAL REPORT View image in PDF format
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02125/2004 -ANNUAL REPORT View image in PDF format
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04/25/2003 •• Foreign Profit View image In PDF fonnat
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2016 FOREIGN PROFIT CORPORATION ANNUAL REPORT
DOCUMENT# F03000002093
FILED
Mar 23,2016
Secretary of State
CC7562181186 Entity Name: ESTRADA HINOJOSA & COMPANY. INC.
Current Principal Place of Business:
1717 MAIN ST .• SUITE 4700
DALLAS. TX 75201
Current Mailing Address:
1717 MAIN ST., SUITE 4700
DALLAS, TX 75201
FEI Number: 75-2154287
Name and Address of Current Registered Agent:
ABADIN. LOURDES REYES
2937 SW 27TH AVE
STE. 200B
MIAMI. FL 33133 US
Certificate of Status Desired: Yes
The ebove named entity submits this statement for the purpose of changing its registered office or registered agent, or both. In the State of Florida.
SIGNATURE:
-E-I-ec-t-ro-n-ic-S-ig-n-a-tu-re-o-f-R-e-g-is-te-re-d-A-g-e-n-t--------------------------------------------~D~a~t-e---
Offlcer/Dlrector Detail :
TItle. C Title VC
Name ESTRADA, ROBERT A Name HINOJOSA, NOE JR
Address 1717 MAIN ST., SUITE 4700 Address 1717 MAIN ST., SUITE 4700
City-State-Zip: DALLAS TX 75201 City-State-Zip: DALLAS TX 75201
TItle M Title M
Name NOLAN, THOMAS Name GONZALES, DONALD J
Address 1717 MAIN ST., SUITE 4700 Address 1717 MAIN ST., SUITE 4700
City-State-Zip: DALLAS TX 75201 City-State-Zip: DALLAS TX 75201
Title M
Name GARZA, JORGE
Address 1717 MAIN ST., SUITE 4700
City-State-Zip: DALLAS TX 75201
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as If made under
oath; that I em an officer or director of the corporallon or the receiver or trustee empowered to execute this report 8S requIred by Chapter 607. Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE: ROBERT A. ESTRADA
Electronic Signature of Signing Officer/Director Detail
SENIOR MANAGING
DIRECTOR
03/23/2016
Date I
I