HomeMy Public PortalAbout10-26 First Southwest Financial Advisor 151 Reading/Pub.Hearing: 10/04/2010
2"d Reading/Pub.Hearing: 10/27/2010
Adopted: 10/27/2010
Effective Date: 10/27/2010
Sponsored by: City Manager
ORDINANCE NO. 10-26
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA, FLORIDA, APPROVING AN
AGREEMENT WITH FIRST SOUTHWEST COMPANY
(FSC) TO ACT AS THE CITY'S FINANCIAL ADVISOR;
PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR REPEAL OF ALL PRIOR
ORDINANCES IN CONFLICT; PROVIDING FOR
SEVERABILITY;PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS,the City Commission of the City of Opa-locka approved Resolution 10-8117,
selecting First Southwest Company (FSC) as Financial Advisor to the City of Opa-locka; and
WHEREAS, First Southwest Company (FSC) is a duly licensed broker/dealer and is
affiliated with First Southwest Asset Management, Inc (FSAMI), a duly registered investment
advisor; and
WHEREAS, First Southwest Company (FSC), will provide professional services as
financial advisor in connection with all programs of financing as may be considered by the City of
Opa-locka; and
WHEREAS,the attached agreement will be in effect for a period of three(3)years,with two
one-year renewal periods at the City's option, cancellable by either party upon 30 days notice; and
WHEREAS, the City Commission of the City of Opa-locka desires to authorize the City
Manager to utilize the services of First Southwest Company(FSC) as the financial advisor for the
City of Opa-locka and to execute the attached agreement:
Ordinance No. 10-26
NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA, FLORIDA:
Section 1. The recitals to the preamble herein are incorporated by reference.
Section 2. The City Commission of the City of Opa-locka hereby authorizes and directs
the City Manager to execute the attached agreement between First Southwest Company(FSC) and
the City of Opa-locka for a three year period,with two one-year renewal periods at the City's option,
as the City's Financial Advisor.
Section 3. All ordinances or Code provisions in conflict herewith are hereby repealed.
Section 4. If any section,subsection,sentence,clause,phrase or portion of this Ordinance
is for any reason held invalid or unconstitutional by any court of competent jurisdiction,such portion
shall be deemed a separate,distinct and independent provision and such holding shall not affect the
validity of the remaining portions of this Ordinance.
Section 5. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 27th day of October,2010.
, AN/NW
JOSEPH L. KELL
MAYOR
Ordinance No. 10-26
Attest:
Deborah Irby
City Clerk
Approved as to form and legal sufficiency:
ti
(4ie':
Joleph S I Geller, Esq.
City Attdrney
Moved by: JOHNSON
Seconded by: HOLMES
Commission Vote: 5-0
Commissioner Holmes: YES
Commissioner Johnson:YES
Commissioner Tydus: YES
Vice-Mayor Taylor: YES
Mayor Kelley: YES
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2ND I SUNDAY,OCTOBER 17,2010 MiamiHerald.com I THE MIAMI HERALD
How to NEIGHBORHOOD NEWS
reach us
Editorial MIAMI GARDENS Students and parents of energy and reduce utilities HIALEAH HIALEAH
Suburban Editor, HEALTHCARE CAREERS children in kindergarten costs. TWO EVENTS AID 'DIA DE LOS ABUELOS'
. i JoanChrissos FOCUS OF EVENT through 12th grades are Participants will SCHOOL PROGRAMS HELPS YOUNG ARTISTS
Y 3 305-376-2635 encouraged to attend.For receive a free energy sav-
e el 1 jchrissos@Miami Learn more about additional information, ings tool kit valued at The city of Hialeah is Sundays are Dia de los
O i S Herald.com careers in healthcare at an contact the FIU Green more than$100,and learn kicking off two events Abuelos — the day for
▪ m Editor: event sponsored by the Family Foundation how to track household Thursday to highlight the grandparents—at Roma
a 03 > Tere Figueras Negrete Florida International Uni- NeighborhoodHELP team energy consumption. need for after-school pro- Ballroom,1570 W.43rd PL,
O C T 305-376-3556 versity's Herbert Werth- at 305-919-4594 or e-mail The energy savings tool grams. Elected officials Hialeah. From 2-5 p.m.,
14-p Z ji tfigueras@Miami eim College of Medicine slacroix@fiu.edu. kit will include items such and the city's fire chief enjoy raffles, food and
CC Herald.com and the Green Family as a programmable ther- will compete in a quiz dancing for$10.
m youth Spouts Ear: Foundation Neighbor- MIAMI mostat,hot water gauge, game dubbed Are You Proceeds benefit Talent
✓ Z s Jose Cassola hoodHELP Community LEARN TO CONSERVE LED sensor night light and Smarter than Me?Middle Artistic Juvenile, a non-
a 305-376-4569 Advisory Team ENERGY,CUT COSTS compact florescent light and high school students profit organization that
to jcassola@Miami The event takes place bulbs. and their families will par- aims to foster the develop-
m S Other contacts
from 6 to 8 p.m.Thursday Miami-Dade Commis- For more information ticipate in a version of ment of young artists from
m co at the Carol City Senior sioner Audrey Edmonson or to register for the work- Family Feud. underserved and low-
W) ` a o i High cafeteria,3301 Miami will sponsor a Home s h o p, v i s i t The first program will income communities in
z y 2 n 305-376-5301 Energy g Workshop p: g be held at Wilde Commu- Miami Dade County.For
V) o a Gardens Dr. Ener Savings Worksho ht // reen.miami- Y•
th > Ti ,o "r5 Experts will give tips from 7 to 9 p.m.Wednes- dade.gov.The workshop nity Center,1701 W.53rd more information,go
m d Jorge Alvarez
U ¢ m o 305-376-5301 on preparing for the FCAT day at Legion Memorial has limited space and is Terr.,from 7 to 8:30 p.m. to www.talentartistic-
E jalvarez @MiamiHerald.com science test,getting chil- Park,6447 NE 7th Ave. open to the first 50 regis- The second program, juvenile.com.
dren interested in math Registration begins at tered residents. Family Feud,will be at the
F.' Glendardesk/IM and science,and college 630 p.m City of Hialeah Educa-
0 0 He did corn,30 Miami preparation. The workshop offers tional Academy,2590 W.
N N Herald.com,305-376-3355 tips on how to conserve 76th St.,from 5 to 6:30 p.m.
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neighborsC4oeighbors N... , CITY OF OPA-LOCKA,FLORIDA
NOTICE IS HEREBY GIVEN that at the Regular Commission Meeting on Wednesday,October 27,2010 at 7:00 p.m.in
'- Offer others a happy holiday the City Commission Chambers,777 Sharazad Boulevard,the City Commission will consider the following ordinances
tO With the holidays just around the corner,please consider helping a family for final adoption:
O „ that's in need. Our"Adopt a Family 4 the Holidays"program has matched SECOND READING ORDINANCES/PUBLIC HEARING:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,APPROVING AN AGREEMENT
O a caring individuals,companies,classrooms and organizations with less
N " fortunate families for 18 years.Our adopters tell us it's the best way to WITH FIRST SOUTHWEST COMPANY (FSC) TO ACT AS THE CITY'S FINANCIAL ADVISOR; PROVIDING
FOR INCORPORATION OF RECITALS;PROVIDING FOR REPEAL OF AU.PRIOR ORDINANCES IN CONFLICT;
truly experience the joy of giving and the holidays as a whole.In addition PROVIDING FOR SEVERABILITY;PROVIDING FOR AN EFFECTWE DATE(first reading held on October 4,2010).
Cg to participating in one-on-one adopting,you can also give gift cards and Sponsored byCM.
Cw r a monetary donations to purchase food and presents for older kids.Go to AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,APPROVING AN AGREEMENT
our website for complete details on how you can help. ii: '' WITH FLORIDA INTERNATIONAL UNIVERSITY(FN)BOARD OF TRUSTEES AND THE CITY OF OPA-LOCKA TO
tTt -"! P y p 4 BECOME PARTIES IN CONDUCTING A WORK RELATED STUDY OF THE"PEAK FLOW MANAGEMENT STUDY"
` 3 PROJECT,IN AN AMOUNT NOT TO EXCEED TWENTY THOUSAND DOLLARS($20,000.00)PAYABLE FROM
•r " Thrifty is nifty •'`S ACCOUNT NUMBER 64533312;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR REPEAL OF
$ • ALL PRIOR ORDINANCES IN CONFLICT PROVIDING FOR SEVERABILITY;PROVIDING FOR AN EFFECTIVE DATE.
If you're looking to save money,our free,monthly e-newsletter,Cause an Effect • Sponsored by C.M.
. ■ C: now has a Bargain Corner offering all kinds of useful tips and websites. Additional info motion and/or p copies of the above ordinances may be obtained in the Office of the City Clerk,
�_ b You can sign up by going to our website. 780 Rsheman Street,4"Floor,Opa-locka,Florida.All interested persons are encouraged to attend this meeting and
ice+ IS will be heard with respect to the public hearing.
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�.r./ V ag PURSUANT TO FS 288.0105:Anyone who desires to appeal any decision made by any board,agency,or commission
' Z Call Neighbors 4 Neighbors at 305.597.4 with respect to any matter considered at such meeting or hearing will need a record of the proceedings,and for that
% visit www.neighbors4neigllboro.org or watciiZand for more. reason,may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony
IJ �:x��PYr�rshr� and evidence upon which the appeal may be based.
CL F Neighbors 4 Neighbors is generously underwritten by=iiifYiiili DEBORAH S.IRBY,CMC
and The Herbert W.Hoover Foundation.
CITY CLERK
A Coity Service of Chtlit filirrali U in partnership with CBS4
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FINANCIAL ADVISORY AGREEMENT
This Financial Advisory Agreement (the "Agreement") is made and entered into by and between
the City of Opa Locka, Florida("Issuer") and First Southwest Company("FSC")effective as of the date
executed by the Issuer as set forth on the signature page hereof.
WITNESSETH:
WHEREAS, the Issuer will have under consideration from time to time the authorization and
issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection
with the authorization, sale, issuance and delivery of such indebtedness, Issuer desires to retain an
independent financial advisor;and
WHEREAS, the Issuer desires to obtain the professional services of FSC to advise the Issuer
regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be
authorized and issued or otherwise created or assumed by the Issuer(hereinafter referred to collectively as
the"Debt Instruments") from time to time during the period in which this Agreement shall be effective;
and
WHEREAS,FSC is willing to provide its professional services and its facilities as financial advisor
in connection with all programs of financing as may be considered and authorized by Issuer during the
period in which this Agreement shall be effective.
NOW, THEREFORE, the Issuer and FSC, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration,do hereby agree as follows:
SECTION I
DESCRIPTION OF SERVICES
FSC will provide the following services for the City of Opa Locka:
A. Issuance of Bonds and other Debt Instruments for the City of Opa Locka
1. Advise the City on the means of conducting the sale of bonds by either recommending,in written
format,competitive bidding,negotiation,or some other process;
2. For both negotiated and competitively bid bond issues:
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a. On a pro-active basis,bring refunding or other new financing ideas to the attention of
the Finance Director,
b. b)Assist the City in preparing the notice of sale;
c. On the day of the sale, advise the City as to the best bid received based upon the
verification of bids and recommend an award which, in the Financial Advisors
judgment is in the best interest of the City;
d. Assist in determining the optimal timing for the issue"to go to the market;"and
e. Participate in the"pricing call"and advise the City as to the reasonableness of the
components of the underwriter's spread;
3. Provide specific recommendations on each bond issue regarding the following:
a. The aggregate principal amount of bonds to be issued;
b. The timing of the offering in order to provide funds to meet the City's capital needs;
c. The definitive structure of the bond issue maturity range,serial and/or term bonds,
capital appreciation bonds,etc.;and
d. Redemption Provisions;
4. Provide a certificate at closing which will assure that the City received a market price on the
transaction at the time of pricing based on available market data..
5. Prepare a timetable for each bond issue and assist the City in coordinating all meetings and
conference calls.
6. Provide advice and assistance to the City and to bond counsel as to preparation of the necessary
bond authorizing ordinance or ordinances and other proceedings;
7. Assist with validation of the bonds through preparation of financial tables and exhibits and the
presentation of testimony when necessary;
8. Provide advice and assistance to the City and disclosure counsel as to preparation and
composition of the preliminary and final official statements, so as to make full and accurate
disclosure to the rating agencies and investing public,if needed;
9. Provide a recommendation on the need for municipal bond insurance and request,receive and
evaluate quotes, when applicable, for municipal bond insurance, and make recommendations to
the City as to which quote should be accepted;
10. Provide a recommendation on whether to cash fund or use a surety reserve policy to fund the
reserve requirement and request;receive and evaluate quotes,when applicable,for reserve fund
surety,and make recommendations to the City as to which quote should be accepted;
11. If applicable,solicit bids for escrow securities in refunding transactions;
12. If applicable,solicit bids for investment contracts for debt service reserve funds;
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13. Request,receive and evaluate bids for the printing of the preliminary and final official statement,
and make recommendations to the City as to which bid should be accepted;
14. Request, receive and evaluate bids for paying agent/registrar services, and make
recommendations to the City as to which bid should be accepted;
15. Provide advise and assistance to the City staff in the preparation and presentation to the rating
agencies, to include bond issues documentation for the purpose of obtaining the best possible
rating of the bonds;
16. Assist in the preparation and review of all necessary closing documents;and
17. Attend all document sessions(i.e.meetings with the finance review team),Manager's Finance
Committee meetings, Board Committee meetings, Board meetings, pre-closings and closings,
when deemed necessary.
B. Other Services—(Non-Bond Related)
1. Coordinate periodic visits between the City,representatives of the rating agencies and major
institutional investors;
2. Provide periodic reports of municipal market conditions both within the State of Florida and
nationwide;
3. In the area of short-term financing ,provides the City with advise, guidance,evaluation,pricing
and assistance in bond anticipation notes,bank loans,commercial paper,and any other financial
instruments as necessary;
4. Create and maintain a personal computer database on the City's debt portfolio.The database shall
be periodically updated and shall be made available to the City Finance Director.
5. Conduct an annual review of the City's debt structure with the City's Finance Department.
6. Be available to the City to discuss with the City and make recommendations on all financial
matters as they relate to incurring City debt and be available for formal presentations to the
Manager and the City Commission as necessary;
7. Review unsolicited proposals for financial transactions received by the City from underwriting
firms and on a timely basis,make recommendations as to their merits to the Finance Director and
the City Manager,as necessary;
8. Assist the City in the development of a Five—Year Financing Plan,as necessary;
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9. At least once a year, review the outstanding debt portfolio of the City and submit
recommendations that could result in reducing the City's borrowing costs;
10. Develop required financial analyses for the issuance of debt for the City and provide reports;and
11. Provide on an as-needed basis,financial analyses or any applicable services as directed by the
City Commission,the City Manager and City's Finance Director
SECTION II
OTHER AVAILABLE SERVICES
In addition to the services set forth and described in Section 1 herein above, FSC agrees to make
available to Issuer the following services,when so requested by the Issuer and subject to the agreement by
Issuer and FSC regarding the compensation, if any, to be paid for such services, it being understood and
agreed that the services set forth in this Section II shall require further agreement as to the compensation
to be received by FSC for such services:
1. Investment of Funds. From time to time,as an incident to the other services provided hereunder as
financial advisor, FSC may purchase such investments as may be directed and authorized by Issuer to be
purchased, it being understood that FSC will be compensated in the normal and customary manner for
each such transaction. In any instance wherein FSC may become entitled to receive fees or other
compensation in any form from a third party with respect to these investment activities on behalf of
Issuer, we will disclose to Issuer the nature and, to the extent such is known, the amount of any such
compensation so that Issuer may consider the information in making its investment decision. It is
understood and agreed that FSC is a duly licensed broker/dealer and is affiliated with First Southwest
Asset Management, Inc. ("FSAMI"),a duly registered investment advisor. Issuer may,from time to time,
utilize the broker/dealer services of FSC and/or the investment advisory services of FSAMI with respect
to matters which do not involve or affect the financial advisory services referenced in this Agreement.
The terms and conditions of the engagement of FSC and/or FSAMI to provide such services shall be
determined by mutual agreement at the time such services are requested.
2. Arbitrage Services which would require separate agreement with FSAMI,if desired.
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3. Continuing Disclosure Services which would require separate pricing agreement with FSC.
SECTION III
TERM OF AGREEMENT
This Agreement shall become effective as of the date executed by the Issuer as set forth on the
signature page hereof and, unless terminated by either party pursuant to Section IV of this Agreement,
shall remain in effect thereafter for period of three(3)years from such date unless if, at the sole option
of the City, the contract is renewed for up to two(2)additional years. Unless FSC or Issuer shall notify
the other party in writing at least thirty(30)days in advance of the applicable anniversary date that this
Agreement will not be renewed,this Agreement will be automatically renewed on the third anniversary of
the date hereof for an additional one(1) year period and thereafter will be automatically renewed at the
next anniversary date for a final one(1)year period.
SECTION IV
TERMINATION
This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of
at least thirty(30)days'prior written notice to the other party of its intention to terminate, specifying in
such notice the effective date of such termination. In the event of such termination, it is understood and
agreed that only the amounts due FSC for services provided and expenses incurred to the date of
termination will be due and payable. No penalty will be assessed for termination of this Agreement.
SECTION V
COMPENSATION AND EXPENSE REIMBURSEMENT
The fees due to FSC for the services set forth and described in Section 1 of this Agreement are set
forth in the attached Appendix A. Unless specifically provided otherwise on Appendix A or in a separate
written agreement between Issuer and FSC, such fees, together with any other fees as may have been
mutually agreed upon and all expenses for which FSC is entitled to reimbursement,shall become due and
payable concurrently with the delivery of the Debt Instruments to the purchaser.
SECTION VI
MISCELLANEOUS
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1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of
the State of Florida.
2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the
Issuer and FSC, their respective successors and assigns; provided however, neither party hereto may
assign or transfer any of its rights or obligations hereunder without the prior written consent of the other
party.
3. Entire Agreement. This instrument contains the entire agreement between the parties relating to
the rights herein granted and obligations herein assumed. Any oral or written representations or
modifications concerning this Agreement shall be of no force or effect except for a subsequent
modification in writing signed by all parties hereto.
FIRST SOUTHWEST COMPANY
By:
Hill A. Feinberg,Chairman and
Chief Executive Officer
By:
[Public Finance Banker]
[ISSUER]
By:
Title:
Date:
ATTEST:
Secretary
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Bottom: 0.6",Suppress Endnotes,
APPENDIX A Header distance from edge: 1",
Footer distance from edge: 0.6
Bond Related Work
For work associated with bonds or other debt instruments(see Section I (A)above), FSC will charge at
the following rates per$1,000 of the debt par amount:
PER$1,000 PER BOND ISSUE FOR BOND RELATED WORK
Up to$150 Million $1.00 per$1,000
The next$75 Million $0 per$1,000
Over$225 Million $0 per$1,000
Minimum Charge per Bond Issue: $17,500
Maximum Charge per Bond Issue:$80,000
FirstSouthwest abides by U.S. Treasury regulation § 1.148-5(e)(2)(iii)(B)(1) regarding fees charged for
serving as bidding agent for all reinvestment transactions. For bidding agent services, FirstSouthwest
charges the lesser of(i) $35,000 or (ii) 0.2 percent of the initial amount invested. Please note that the
above fees are paid by the provider of the agreement and not by the Issuer. Depending on the amount of
service required,the fee can be negotiated to a reasonable level reflective of the preparation and on-going
maintenance involved;on a transaction-by-transaction basis.
The payment of charges for financial advisory services described in Section 1 of the foregoing Agreement
shall be contingent upon the delivery of bonds and shall be due at the time that bonds are delivered. The
payment of charges for services described in Section II of the foregoing Agreement shall be due and
payable in accordance with the mutual agreement therefor between FSC and Issuer.
The Issuer shall be responsible for the following expenses, if and when applicable, whether they are
charged to the Issuer directly as expenses or charged to the Issuer by FSC as reimbursable expenses:
Bond counsel
Bond printing
Bond ratings
Computer structuring
Credit enhancement
CPA fees for refunding
Official statement preparation and printing
Paying agent/registrar/trustee
Travel expenses
Underwriter and underwriters counsel
Miscellaneous,including copy,delivery,and phone charges
The payment of reimbursable expenses that FSC has assumed on behalf of the Issuer shall NOT be
contingent upon the delivery of bonds and shall be due at the time that services are rendered and payable
upon receipt of an invoice therefor submitted by FSC.
Non-Bond Related Work
With respect other non-bond related services(see Section 1(B)above),FirstSouthwest will charge hourly
fees as shown below:
City of
FirstSouthwest Opa Locka
Standard Rate Discounted Rate
Position (per hour) (per hour)
Senior Vice President and Above $350 $210
Vice President $275 $190
Assistant Vice President $225 $150
Analyst/Associate $190 $125
Clerical/Support $90 $50
These rates include all expenses except for outside travel as requested by the City at rates authorized by
Florida Statute,mileage reimbursement,tolls, FedEx/UPS charges,conference calls with call-in numbers
and any extraordinary copying of presentational material. The City will be billed quarterly for any non-
bond related work provided.
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