90-VRESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING
AND DIRECTING THE MAYOR AND CITY CLERK TO
EXECUTE A LETTER OF AGREEMENT BETWEEN SMITH
BARNEY AND THE CITY OF BOYNTON BEACH FOR
SERVICES RELATING TO THE CITY'S UTILITY
BOND ISSUE; A COPY OF SAID AGREEMENT BEING
ATTACHED HERETO AS EXHIiBIT "A"; PROVIDING
AN EFFECTIVE DATE; AND FOR OTHER PURPOSES.
NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE CITY
CONMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA:
Section 1. The Mayor and City Clerk are hereby authorized
and directed to execute that certain Letter of Agreement between
Smith Barney and the City of Boynton Beach relating to the City's
proposed Utility Bond Issue for a fee of 1.5% of the par amount of
bonds issued, which is attached hereto as Exhibit "A".
Section 2. This Resolution shall take effect immediately
upon passage.
PASSED AND ADOPTED THIS ~ day of ~~.z/ , 1990.
?
uomm~'ssioner ~ ,x
ATTEST:
(Corporate Seal)
SMITH BARNEY
March 5, 1990
Mr. Scott Miller
City Manager
120 N.E. Boynton Beach Boulevard
Boynton Beach, Florida 33425-0310
Dear Mr. Miller:
This letter will serve as a follow up to my verbal commitment made to the Mayor
and City of Boynton Beach Commission on February 6, 1990 regarding the City's
proposed Utility Bond Issue. As I stated at the commission meeting that evening,
Smith Barney, Harris Upham & Co. Incorporated will underwrite the City's Utility
Bond issue for a fee of one and one-half percent (1.5%) of the par amount of bonds
issued. For this fee, Smith Barney will, at a minimum, perform the services outlined
on Attachment A.
Specifically, Smith Barney will be responsible for paying the fees and expenses of
Bond Counsel, Financial Advisor, Underwriter's Counsel; costs for preparation,
printing and distribution of both the preliminary and final official statements; legal
investment survey and blue sky survey expenses, computer time costs; costs for
preparation, printing and delivery of the bonds; auditor's fee for comfort letter and
any expenses incurred by City officials or staff in connection with a local closing.
Furthermore, we will select and compensate any co-managing underwriter(s), if any,
to aid in the marketing and distribution of the bonds. Any expenses incurred by co-
m. anaging underwriters will also be the responsibility of Smith Barney.
The City will be responsible for paying bond insurance and/or rating agency fees, if
required. In addition, it is our understanding that the City will be responsible for
the Bond Registrar/Paying Agent annual fees and any fees and expenses incurred by
the City Attorney or the City's consulting and value engineers.
We plan on initiating a conference call in approximately two weeks for key members
on the Distribution List to formulate a financing schedule and discuss other
important concerns relating to the issuance of the bonds. It is our understanding
that the City is targeting the month of June for closing of the bond issue.
I should-note that although our commitment at this time is to underwrite the City's
Utility Bond Issue, we are prepared to extend this offer for future issues at the
City's request.
If the foregoing is acceptable to the City, kindly have the Mayor sign in the
Very~r~lyappr°priateyours,Specified _area and return an eX~enience'
Rayfii'ond A. Noga - ~J J J City of Boynton Beach
Vice President .
HARRtS UPHAM & CO. INC.
BARNET[ CENTRE. EIGHTH FLOOR
625 NOR I'H FLAGI.FR DRIVE A
WFS l' PAI.M [H~ACIt, FI. 33d01
407-655-1122
Attachment A
DESCRIPTION OF UNDERWRITER SERVICES
Provide advice and assistance to the City with respect to any debt
obligations that the City intends to issue during the term of this contract;
Provide advice and assistance to the City with respect to thc structure of
its outstanding debt obligations and suggestions for any modifications or
alterations to thc same;
Provide advice and assistance to the City with respect to market
conditions;
Provide advice and assistance to the City with respect to financial and
security considerations for any debt obligations proposed;
Provide assistance to the City with respect to the preparation of legal
documentation related to any debt obligations proposed;
Provide assistance to the City with respect to any validation procedures, if
any, initiated with respect to debt obligations;
Assume responsibility for the preparation 'and distribution of preliminary
and final official statements related to any debt obligations issued;
Participate in all aspects of the issuance of the City's debt obligations;
Manage the marketing, underwriting and sale of any debt obligations
issued; and
10.
Perform any other duties and responsibilities (not set forth herein above)
that are required for the successful sale and issuance of the City's debt
obligations.