HomeMy Public PortalAbout2000-46 Authorizing to execute the agreement with Dain Rauscher, IncRESOLUTION NO. 2000-46
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING
THE VILLAGE MANAGER TO EXECUTE THE ATTACHED
AGREEMENT ON BEHALF OF THE VILLAGE, WITH DAIN
RAUSCHER, INC.; PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS:
Section 1. That the Village Manager is hereby authorized to execute the attached Agreement,
on behalf of the Village, with Dain Rauscher Incorporated.
Section 2. The Consultant shall provide professional services related to obtaining funding
for certain projects of the Village of Key Biscayne.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 29th day of August , 2000.
A'1 ST:
//7f,t I*Vot,
14
CONCHITA H. ALVAREZ, CMC, VILL
APPROVED AS TO FORM AND LEGAL
RICHARD JAY WEISS, VILLAGE ATTORNEY
MAYOR JOE I. RASCO
VILLAGE OF KEY BISCAYNE
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this Lg* day of September , 2000,
by and between the VILLAGE OF KEY BISCAYNIETMT‘VILLAUb) and Damn Kauscher
Incorporated , a Florida Corporation, (the "CONSULTANT").
RECITALS:
The VILLAGE wants to engage the CONSULTANT to perform certain professional services
in conjunction with funding for the following projects: Replacement of Existing Concrete
Water Mains, Beach Nourishment and Maintenance, Crandon Boulevard Improvement
Program, Virginia Key Development, Crandon Park Development, as well as other projects
(the "Project"). The CONSULTANT wants to provide such services.
In consideration of the mutual covenants set forth in this Agreement, the parties agree as
follows:
1. Scope of Services
The CONSULTANT agrees to provide services in conjunction with the Project more
specifically described in Exhibit "A" attached and made part of this Agreement upon
the written authorization of the Village Manager to do so.
2. Fees for Services
The CONSULTANT agrees to charge the VILLAGE for services at a rate not to
exceed $150.00 per hour, and the VILLAGE agrees to pay the CONSULTANT for
services as shown in Exhibit "A".
Fees shall be due and payable monthly. The amount due shall be that part of the
assignment performed by the CONSULTANT during the preceding months.
3. Term
The term of this Agreement shall be two year unless earlier terminated pursuant to
paragraph eight or extended by written amendment to this Agreement.
4. General Terms and Conditions
All original sketches, tracings, drawings, computations, details, design calculations,
work papers and other documents and plans that result from the CONSULTANT
providing services shall herein be the property of the VILLAGE. Upon termination
of this Agreement, or upon request of the VILLAGE during the term of this
Agreement, any and all such documents shall be delivered to the VILLAGE by the
CONSULTANT.
5. Insurance
The CONSULTANT shall at all times carry the following insurance at the stated
minimum amounts:
(a) Professional Liability $1,000,000
(b) Workers Compensation 500,000
(c)Public Liability and Property Damage 1,000,000
(d) Automotive Liability and Property Damage 1,000,000
The VILLAGE shall be named as an additional insured on insurance policies listed
in (c ) and (d) above. Each insurance policy shall state that it is not cancelable
without written notice to the VILLAGE 30 days prior to the effective date of said
cancellation.
6. Assignment
This Assignment shall not be assignable by the CONSULTANT.
7. Prohibition Against Contingent Fees
The CONSULTANT warrants that it has not employed or retained any company or
person, other than a bonafide 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 award or making of this
Agreement.
8. Termination
This Agreement may be terminated by the VILLAGE upon ten days written notice
with or without cause and by the CONSULTANT upon 45 days written notice with
or without cause. If this Agreement is terminated, the CONSULTANT shall be paid
for all acceptable work performed up to the date of termination.
9. Nonexclusive Agreement
The services to be provided by the CONSULTANT pursuant to this Agreement shall
be nonexclusive and nothing herein shall preclude the VILLAGE from engaging
other firms to perform the same or similar services for the benefit of the VILLAGE
within the VILLAGE's sole and absolute discretion.
10. Entire Agreement
The parties hereby agree that this is the entire Agreement between the parties.
This Agreement cannot be amended or modified without the express written
consent of the parties.
11. Additional Services
Additional services shall be authorized by the VILLAGE in writing in advance and
be paid for on a time charge basis at the hourly rates set forth in Exhibit "B"
attached and made a part of this Agreement.
12. Warranties of CONSULTANT
The CONSULTANT hereby warrants and represents that 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. All work to be performed by CONSULTANT under
this Agreement shall be diligently performed in a professional, businesslike manner.
13. Attorneys Fees
In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys fees and court costs, including
such fees and costs incurred in trial and appellate proceedings. The parties
recognize that other provisions of this Agreement provide consideration for this
provision.
14. Notices
All notices and communications to the VILLAGE 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:
VILLAGE:
With a copy to:
CONSULTANT:
C. Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
Richard J. Weiss, Esquire
Village Attorney
Weiss Serota Helfman
Pastoriza & Guedes, P.A.
2665 South Bayshore Drive, Suite 420
Key Biscayne, FL 33149
Lourdes Reyes Abadin
Dain Rauscher Incorporated
201 South Biscayne Blvd., Suite 830
Miami, FL 33131
15. Governing Law
This Agreement shall be constructed in accordance with the laws of the State of
Florida.
16. Indemnification
The CONSULTANT shall, at all times hereafter, indemnify and hold harmless the
VILLAGE, its agents, servants and employees from and against any claim demand
or cause of action of any kind or nature (including reasonable attorney fees) arising
out of the negligent act, error or omission of CONSULTANT, its agents, servants,
or employees in the performance of services under this Agreement.
17. Relationship of Parties
Nothing contained in this Agreement shall be deemed or construed to create the
relationship of principal and agent or of partnership or of joint venture or of any
association whatsoever between CONSULTANT and VILLAGE, it being expressly
understood and agreed that the relationship created by this Agreement is that of an
independent contractor.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on the day and year first above
written.
CONSULTANT:
Dain Rauscher Incorporated
201 South Biscayne Blvd., Suite 830
Miami, FL 33131
By:
i
Attest:
r r•es s• * •a•in
Dain Raus• er Incorporated
Crkt/it.-e- AC
---.
Authorized by Resolution 2000-46
VILLAGE:
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
4.24
Ili
"�+ =•-.'.3.S�i ' 1 ..t� �7r 'f = 211r 't 7 �:7.^..�T .:�.1�[.U�IiK�i^Y 1 ilk. iil •Y. -tint. ;,f_
Kum •rr.-:. 14.td1r1 • •r � i .L..i.i Lf.� rt c-. i r r•_ ten..r...... �= .� _ r.4fci�Si rii.�'. r«i�vi._•11'�:'�tijlil:: -.... _ t.r. ..•�5=: fa.r_ �t�� �� '��11r ••�".".r7»S'� ^"�ff' �i a L rc, n•: n- :i .rig .. .r/•,mot• 7:7 �1 1 1pt '1::e'fi'• - t: �: z.ir:�.iw• y a.:.t iqi�' wf ' tW ,}'.F'1_ .t:sYr+__ g { -4 • = �.r w E :L•.'•''• :.•: -- �:1 �6C..'::::it .t 14,4477 _::r Atnsu;in 1t'M C1011MI M 7q! 1%.r -,7rM. .21.tier.ur �tl.�y1 .1:.t
— �. w71:'r;St -.*•.e� C}.'7R.• .f�.f.T....SS•.�S_1'+,SII:1�11•,'.;^. �.i
July 10, 2000
Village of Key Biscayne
Office of the Village Clerk
85 West McIntyre Street
Key Biscayne, FL 33149
Ladies and Gentlemen:
1. We understand that the Village of Key Biscayne (the "Client') is looking to obtain fmancing from
several sources for the following projects: 1) the Replacement of Existing Concrete Water Mains, 2)
Beach Nourishment and Maintenance, 3) Crandon Boulevard Improvement Program, 4) Virginia Key
Development, 5) Crandon Park Development. These, as well as other projects, will from time to time
require consideration of the authorization and issuance of obligations evidencing indebtedness (all such
obligations shall be referred to as "Obligations"). In connection with obtaining funding as well as the
issuance of such Obligations you hereby agree to retain Damn Rauscher Incorporated ("DRI") to
perform professional services as your consultant in accordance with the terms of this consulting
agreement ("Agreement"). This Agreement shall apply to all Obligations that may be authorized and/or
issued or otherwise created or assumed from time to time relating to the aforementioned projects. To
fulfill these duties as your consultant, we agree to perform the following:
(a) We will conduct a review of the financial resources of the issuer to determine the extent of the
borrowing capacity of the issuer. This review will include an analysis of (1) the existing debt
structure in relation to sources of income projected by the issuer which may be pledged to
secure payment of the Obligations to be issued, and (2) where appropriate, the trends (as
estimated by representatives of the issuer) of assessed valuation, taxing power, and future
financing needs. In the event revenues of existing or projected facilities operated by the issuer
or Client are to be pledged to repayment of the Obligations then under consideration, the
survey will take into account any outstanding indebtedness payable from the revenues thereof,
additional revenues to be available from any proposed rate increases and additional revenues,
relying on projections by consulting engineers employed by the issuer or Client, if any,
resulting from improvements to be financed by the Obligations under consideration. We will
also take into account future financing needs and operations relying on projections by the
issuer's or Client's staff, consulting engineers or other experts employed by the issuer or Client.
(b)
On. the basis of the information and estimates developed through our review described above
and other information that we consider appropriate, we will submit written recommendations
with respect to a plan of finance for the issuance of Obligations that will include (1) the date of
issue, • (2) interest structure (fixed or variable), (3) interest payment dates, (4) a schedule of
maiun`ties, (5) early redemption options, (6) security provisions, and (7) other matters that we
consider appropriate to increase the marketability of the Obligations.
(c) In order to assist you in selecting a date for the sale of the Obligations, we will advise you of
current conditions in the relevant debt market, upcoming bond issues, and other general
information and economic data which might reasonably be expected to influence interest rates
or bidding conditions.
(d) We understand that you have retained or expect to retain a firm of recognized municipal bond
attorneys, whose fees will be paid by you, who will prepare the proceedings, who will provide
advice concerning the steps necessary to be taken to issue the Obligations, and who will issue
an opinion (in a form standard for the particular type of financing) approving the legality of the
Obligations and tax exemption of the interest paid thereon. In addition, one or more of the
bond attorneys, your counsel or counsel to the underwriters of the Obligations will issue
an opinion to the effect that the disclosure document does not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make
the statements contained therein, in light of the circumstances under which they were
made, not misleading (subject to market exceptions). We will maintain liaison with the
bond attorneys and other attorneys to the transaction and shall assist in all consulting aspects
involved in the preparation of appropriate legal proceeding and documents.
(e) We will coordinate the preparation of the disclosure documents including the Preliminary
Official Statement and the Official Statement.
(f)
(g) -
In connection with a negotiated sale, we will evaluate the underwriter proposals and make a
recommendation for the hiring of the underwriter(s).
If it is necessary to hold an election to authorize the Obligations, we will assist in coordinating
the assembly and transmittal to the bond attorneys of information provided by or on behalf of
the issuer' or Client that is requested by the bond attorneys in connection with the preparation
of the documents evidencing the legal proceedings that are necessary to conduct the election.
(h) In the event formal verification by an independent auditor of any calculations incident to the
Obligations is required, we will make arrangements for such services.
(i)
We will make recommendations on the matter of credit rating(s) for the proposed issue of
Obligations. Upon request, we will coordinate the preparation of information to be submitted to
any rating agency. In those cases where it is appropriate to present personally information to
any rating agency, we will arrange for such presentation.
(j) We will make recommendations as to the advisability of obtaining municipal bond insurance or
other credit enhancement, or qualifications for such insurance or enhancement, for the
Obligations and, when directed, we will coordinate the preparation of such information as, in
our 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, we will arrange for such personal
presentations. The premiums for said insurance, if deemed advisable, will be paid by the issuer
if purchased directly or the underwriters if purchased as a bidder's option.
(k) We will (1) arrange for the printing of the Obligations, and (2) submit the Obligations for
execution and impression of a seal. The issuer shall maintain ownership of the Obligations
until they are sold and delivered to the purchaser.
(1) We will attend any meetings of governing body of the issuer or Client, its staff representatives
or committees as requested at times when we may be of assistance or service and the subject of
financing is to be discussed.
(m) After- closing, we will deliver to the issuer and the paying agent(s) definitive debt records,
including a schedule of annual debt service requirements on the Obligations.
2. While this Agreement is in effect, the Client agrees (upon our request) to provide or cause to be
provided to us information relating to the issuer or Client, the security for the Obligations, and other
matters that we consider appropriate to enable us to perform our duties under this Agreement. With
respect to all information provided by or on. behalf of the issuer or Client to us under this Agreement,
the Client agrees to obtain certifications (in a form reasonably satisfactory to us) from appropriate
representatives of the issuer or Client as to the accuracy of such information and to use its best efforts
to obtain certifications (in a form reasonably satisfactory to us) from representatives of other parties
than the issuer or Client, where appropriate. The Client acknowledges that we shall be entitled to rely
on the accuracy and completeness of all information provided by or on behalf of the issuer or Client.
The Client, over the course of this contract, agrees to disclose to DRI any material information in
accordance with current regulatory industry practice and regulatory requirements.
3. The Client acknowledges that it is responsible for the contents of its disclosure document and is subject
to and may be held liable under federal or state securities laws for violations thereof, including
misleading or incomplete disclosure. To the extent permissible by law, the Client agrees to indemnify
and hold us harmless against any losses, claims, damages or liabilities, to which we may become
subject under federal or state securities laws or regulation, at common law or otherwise (including in
settlement of any litigation if such settlement is effected with the written consent of the Client), insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon omission or alleged omission to state in the disclosure document a material fact required to be
stated therein or necessary to make the statements therein not misleading; and will reimburse us for
any legal or other expenses reasonably incurred by us in connection with investigating or defending
any such loss, claim, damage, liability or action.
4. All actions taken and all recommendations made by us in performing our duties under this Agreement
will be based on our best professional judgment with the goal of obtaining the most favorable terms for
the Client and is not a guarantee of result; provided that we agree to indemnify and hold the Client
harmless against any losses, claims, damages or liabilities to which you may become subject by reason
of, or as a result of our gross negligence or willful misconduct; provided further that such losses,
claims, damages or liabilities are not attributable to the Client's own negligence or misconduct in
carrying out its duties.
5. In consideration for the services rendered by us pursuant to this Agreement in connection with the
authorization, issuance, and sale of Obligations, the Client agrees that our fee will be $150/hour. Fees
for advance refunding Obligations and/or other Obligations involving escrow Agreements, will be the
fee schedule set out above plus 10 percent, and, in addition to our consulting fee, we will charge a
computer fee to be negotiated on a case by case basis. Our fee and reimbursable expenses shall
become due and payable thirty (30) days after the end of each month upon our submission of a written
statement. Our fees do not include and we will be entitled to be reimbursed from the Client for any
actual "out-of-pocket" expenses incurred in connection with the provision of such services, including,
but not limited to, reasonable travel expenses or any other expenses incurred on behalf of the Client
6. We will provide our assistance as to, the investment of certain proceeds from the sale of the
Obligations. However, it is acknowledged that the purchase and sale of securities or other investments,
at the request of the issuer or Client, whether such funds are for construction purposes, reserve fund
deposits, for ultimate use in defeasing outstanding obligations of the issuer, or represent an investment
for any fiords of the issuer, do not constitute the rendering of consulting services and are not subject to
the term ,.of this Agreement. We will charge our normal and customary commission for such purchase
or sale transaction, which information will be provided to the issuer under a separate letter.
f
7. Special Conditions: In addition to the terms and obligations herein contained, this Agreement is subject
to the following special conditions:
uT/IT/01 13:ZZ 22305 577 4838
RAUSCHER PIERCE 1]002
8. This Agreement shall be for a period of twelve (12) months from its date; however, this Agreement
may be terminated by either party upon sixty (60) days written notice.
9. This Agreement is submitted in. duplicate originals. It constitutes the entire consulting agreement of
the parties and may be amended only in writing signed by the Client and'DRI. The Client's acceptance
of this Agreement will occur upon proper signature by the authorized representative(s) of the Client's
and the return of one executed copy to DRI.
•
Respectfully submitted,
DAIN RAUSCHER INCO RATED
7
By /�-o
Nam Loo(-4dg Roves 6� ill
Titl Managin4 Director
Date / 8 /oo
By
Name
N�p ,0F.P,f
Title Managing D . tor, Manager Eastern Region
Date
Contract Approved,
VILLAGE OF KEY BISCAYNE
By WI%
Name C. Samu Kissinger
Title Village Manager
Date August 29, 2000
ACCEPTANCE
Resolution Key Biscayne August 29
ACCEPTED pursuant to adopted by the governing body of
X tX 2000.
B
Na,,.,l onchit& H. Alvarez
Title Village Clerk
on
8. This Agreement shall be for a period of twelve (12) months from its date; however, this Agreement
may be terminated by either party upon sixty (60) days written notice.
9. This Agreement is submitted in duplicate originals. It constitutes the entire consulting agreement of
the parties and may be amended only in writing signed by the Client and'DRI. The Client's acceptance
of this Agreement will occur upon proper signature by the authorized representative(s) of the Client's
and the return of one executed copy to DRI.
Respectfully submitted,
DA1N RAUSCI ER INCORPORATED
•
By
Na e lt,u&eg £4yed Abacial
Title Managing Dire r
Date . .j—/6 0/
By
Name
Title Managing D ctor, Manager Eastern Region
Date
Contract Approved,
VILLAGE OF KEY BISCAYNE
By
Name C. Samuel issinger
Title
Date August 29, 2000
Village Manager
ACCEPTANCE
Resolution Key Biscayne August 29
ACCEPTED pursuant toWAN adopted by the governing body of on ,
X XX 2000.
By
Name
B
Name onchito. H. Alvarez
Title Village Clerk
. Samue issinger
lage Manager