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HomeMy Public PortalAbout1993 Agreement.tifilal'or Rafael Conte VILLAGE OF KEY BISCAYNE lice .Valor Clifford Brod% Counc,lrnembers Mortimer Fried Michael Hill Joe 1 Rasco Betty ,ime Rat. mond P Sullivan Mr. Percy R. Aguila Jr. Senior Vice President Guzman & Company 701 Brickell Avenue Eleventh Floor Miami, Florida 33131 Dear Mr. Aguila: Office of the Village Manager June 30, 1993 Enclosed please find one (1) executed original copy of the agreement between the Village of Key Biscayne and your firm. Thank you. Very truly yours, C. "Samuel Kissinger Village Manager CSK/yg Enclosure 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5514 • Fax (305) 365-5556 111S11OV SIATFVEV'1 'TO PROA IDE \ '\J F, Ql 11 -1 ( ()A1111 'ViT'\ FNIIRONME\T FOR \LL ISLANDERS THROUGH RLSPONSIBLE GOVERNMENT" AGREEMENT BETWEEN GUZMAN & COMPANY AND VILLAGE OF KEY BISCAYNE, FLORIDA FOR FINANCIAL ADVISORY SERVICES 1. Parties. The parties to this Agreement are the Village of Key Biscayne, Florida ("Village") and Guzman & Company of Miami, Florida ("Guzman") as financial advisor. 2. Purpose. The purpose of this Agreement is to secure for the Village the services of an experienced and qualified financial advisor to assist the Village in the identification of future financing mechanisms and in the evaluation of financial strategies, capital structure and debt management. 3. Term. The term of this Agreement shall be for twelve (12) months commencing on July 1, 1993 and ending July 1, 1994. 4. Scope of Services. I. BASIC SERVICES: Guzman shall perform all financial advisory services for the Village not related directly to a bond issue or financing that will be necessary to assist the Village in evaluating and implementing future financial strategies and mechanisms. These financial advisory services will be called "Basic Services". The Basic Services will assist the Village in determining the impact of future financial strategies and mechanisms on the Village's financial position, future financing needs and future operations. The Basic Services shall include the following: a. Attending any and all meetings as desired by the Village or its staff. b. Advising the Village and staff regarding financial matters as they may arise. c. Advising the Village and staff with interpretation and implementation of bond and loan provisions. d. Preparing a plan for financings, taking into consideration federal arbitrage regulations and other legal parameters, presenting financing alternatives, evaluating debt capacity, future flexibility and vulnerability to market conditions, estimating financing costs and setting forth various structuring alternatives. e. Preparing a time schedule coordinating the necessary actions of the Village's legal, managerial and financial representatives and estimating the date of the sale of bonds, loans or other obligations and availability of proceeds. Financial Advisory Agreemment page 2 f. Providing estimated interest rates and final amortization schedules to the Village. g. Advising the Village and staff as to market conditions and recommending the timing of the sale of bonds, loans or other obligations. h. Advising as to the provisions regarding redemption or defeasance of any proposed obligations prior to maturity. i. Providing recommendations regarding accounts and flow of funds, rate covenant tests for the issuance of parity obligations, audit reports and other details which may be set forth in the legal documents supporting future financings. II. DEBT SERVICES: Guzman shall perform all financial advisory services for the Village necessary in connection with the issuance, remarketing and restructuring of debt issuances, loans or other obligations. These financial advisory services shall be called "Debt Services". The Debt Services shall include the following: a. Coordinating the bond, loan or obligation working group consisting of the Village, its staff, underwriters, bond counsel and others and attend necessary meetings, hearings and otherwise assist in matters relating to administrative, judicial, legislative and other governmental bodies. b. Assisting in the preparation of Preliminary and Final Official Statements and other necessary documents, ordinances, resolutions and trust indentures. c. Providing legal counsel with information and details necessary for drafting of the authorizing bond or loan documents. d. Assisting the Village with the selection of a paying agent and registrar and trustee for the bonds, loan or other type of obligation, if necessary. e. Coordinating with and providing the municipal bond rating agencies (and municipal bond insurers and letter of credit providers, if applicable) with information necessary to stimulate interest and obtain the highest possible rating on the Village's bonds, loans or other type of obligations. f. Advising the Village in arranging for printing of necessary documents, execution and signing and delivery of the obligations after sale. Advising as to the advantages and disadvantages of various credit enhancements including the feasibility and desirability of acquiring insurance, letters of credit, other credit facilities, or investment agreements. h. Assisting with validation proceedings, if necessary, and testifying as an expert witness on the financing program. i. Coordinating and assisting the Village at bond or loan closings. j. Development of investment programs for bond or loan proceeds. Financial Advisory Agreement page 3 A. In connection with a competitive sale, Guzman will provide the following additional financial advisory services necessary in connection with the issuance, remarketing and restructure of debt issuances, loans or other obligations: i. In cooperation with legal counsel, preparing the official notice for sale of the bonds. ii. Arranging for the insertion of necessary advertisements of the notice of sale in the Bond Buyer. iii. Assisting the Village at the time of sale in checking all bids for compliance with bid specifications, making a recommendation as to the award of bonds or notes that are in the best interest of the Village. B. In connection with a negotiated sale, Guzman will provide the following additional financial advisory services necessary in connection with the issuance, remarketing and restructure of debt issuances, loans or other obligations: i. Assisting in the selection of the underwriting syndicate. ii. Evaluating the bond purchase agreement and advising as to its acceptance or rejection in light of market conditions. 5. Compensation. In consideration of the services provided for this Agreement, the Village shall pay fees and reimburse expenses to Guzman as follows: a. For all services for the term of this Agreement as specified as Basic Services, Guzman will be paid as compensation, a fee in accordance with the following schedule: o $ 12,000 per year, payable in equal $ 1,000 installments monthly in arrears, commencing August 1, 1993. b. For all services for the term of this Agreement as specified as Debt Services, Guzman will be paid as compensation, a fee in accordance with the following schedule: o a sum to be calculated at the rate of $ 1.00 per $1,000 on the par value of the obligation being issued, plus reimbursable expenses for any single transaction. 6. Expenses. In addition to all other fees and charges allowed by this Agreement, all reasonable out-of-pocket expenses incurred for transportation, lodging, meals and incidentals in connection with travel performed by Guzman as result of its performance under this contract, and for the cost of communications, materials and supplies used in connection with an information program, postage, data processing services, telephone and shipping expenses related to the duties of Guzman hereunder, subject to a maximum of $1,500.00 per completed transaction contemplated under Section II of Scope of Services, upon submission of appropriate documentation to the extent reasonably available. Financial Advisory Agreement page 4 7. Authorization and Commencement of Work. Guzman shall not be entitled to any compensation, fees or expenses unless Guzman shall have, prior to the incurring of any expense or the performing of any service, received the authorization and permission therefor from the Village. The Village has the right to specify the schedule which Guzman will use in performing assigned tasks and shall have the right to delay or exclude tasks to be performed by Guzman. The Village shall only be obligated to pay for services actually rendered. 8. Assignment. Guzman shall not assign any interest in this contract and shall not transfer any interest, whether by assignment or novation without the prior written consent of the Village. Percy R. Aguila, Jr., Senior Vice President will have primary responsibility for work performed by Guzman and will be assisted by Leopoldo E. Guzman, President. Guzman agrees not to remove Mr. Aguila from this assignment without written consent of the Village, and the Village will have the right to approve any replacement of Mr. Aguila. Other experienced personnel of Guzman will be provided to perform the services hereunder to the extent required. 9. Conflict of Interest. Guzman has not had, does not have, nor will entertain any implied, verbal or written understanding or contract with any other investment banking firm in regard to the negotiation for, or participation in, the approved financing plan except in it role as consultant to the Village. Unless otherwise directed and approved by the Village, Guzman agrees not to be a member of an investment banking group proposing to provide a financing to the Village. 10. Agreement. This Agreement may be executed in one or more copies, each of which shall be an original, but the copies shall together constitute but one and the same contract which may be amended with the consent of both parties from time to time, and shall be construed under the laws of the State of Florida. 11. Execution. To witness this Agreement, the parties have caused their representatives to execute this Agreement as of the date signed by the representative of the Village. 12. Termination of Agreement. Either party may terminate this Agreement with or without cause, upon thirty (30) days written notice to the other party. In the event of termination of this Agreement, Guzman shall be paid for all Basic Services rendered prior to termination. 13. Documents. Upon request by the Village, all documents prepared by Guzman pursuant to this Agreement shall be delivered to the Village by Guzman, and said documents shall become the property of the Village, without restriction or limitation on their use. 14. Indemnification. Guzman shall indemnify, defend and hold the Village, its officers, agents and employees harmless from and against all claims, liabilities, losses and causes of action which may arise out of Guzman activities under this Agreement, including all other acts or omissions to act on the part of Guzman, their agents or employees, including any person acting for or on its behalf and, from and against any orders, judgments or decrees which may be entered and from and against all costs, attorneys fees, expenses and liabilities incurred in the defense and investigation thereof. Financial Advisory Agreement page 5 15. Miscellaneous Provisions. a. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writin& and shall be mailed addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by mail, on the fifth business day after being posted or the date of actual receipt, whichever is earlier. Notices shall be mailed to: Village: C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 Guzman: Guzman & Company 701 Brickell Avenue --11th Floor Miami, Florida 33131 Attention: Percy R. Aguila, Jr. b. No waiver or breach of any provision of this Agreement shall constitute a waiver of subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. c. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, then shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. d. Any litigation, arbitration or administrative proceedings arising hereunder shall be in Dade County, Florida. VILLAGE OF KEY BISCAYNE BY: BY: l, Rafael' Conte Ma oi'\ t C. Samuel Kissing Village Manager GUZMAN & COMPANY C1 -1Y11-7 ay Lp (2 ( 1? BY: L Leop1 to President Guzman