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RESOLUTION NO. R05-
A RESOLUTION OF THE CITY OF BOYNTON
BEACH, FLORIDA, APPROVING THE AWARD OF
RFP #024-1410-05/CJD TO RBC DAIN RAUSCHER
FOR FINANCIAL ADVISOR SERVICES;
AUTHORIZING THE CITY MANAGER TO EXECUTE
AN AGREEMENT BETWEEN THE PARTIES; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on March 8, 2005, Procurement Services opened and tabulated six (6)
>roposals to the RFP "Financial Advisor Services"; and
WHEREAS, after review and evaluation it has been determined appropriate by staff
:o recommend award of this RFP to RBC Dain Rauscher of St. Petersburg, Florida whose
RFP was overall responsive and responsible proposer; and
WHEREAS, upon recommendation of staff, the City Commission of the City of
[3oynton Beach does hereby approve the award of RFP No.024-1410-05/CJD to RBC Dain
Rauscher of St. Petersburg, Florida, with all fees being based on the amount of bond issue
and paid from bond proceeds. Hourly rates were quoted for any consulting services that are
requested that do not involve the issuance of debt.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
rilE CITY OF BOYNTON BEACH, FLORIDA, THAT:
The foregoing "Whereas" clauses are hereby ratified and confirmed
correct and are hereby made a specific part of this Resolution upon
Section 1.
as being true and
adoption hereof.
Section 2.
The City Commission of the City of Boynton Beach, Florida, hereby
approves the award of RFP No. 024-1410-05/CJD to RBC Dain Rauscher of St. Petersburg,
$:\CA\RESOXAgreements\Bid AwardsXAward of RFP - RBC Dain Rauscher.doc
1 Florida, for Financial Advisor Services.
Section 3. That the City Manager is hereby directed to execute a three (3) year
3 contract for Financial Advisor Services between the City of Boynton Beach and RBC Dain
4 Rauscher of St. Petersburg, Florida, a copy of which is attached hereto.
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Section 4. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this ~ day of May, 2005.
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hTTEST:
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CITY OF BOYNTON BEACH, FLORIDA
Commissioner
S:\CA\RESOXAgreements\Bid AwardsXAward of RFP - RBC Dain Rauscher.doc
CONSULTANT AGREEMENT FOR
FINANCIAL ADVISOR SERVICES
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and RBC DAIN RAUSCHER~ hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Consultant is retained by the City to perform
CONSULTANT services in connection with the project designated FINANCIAL
ADVISOR SERVICES.
2. SCOPE OF SERVICES. Consultant agrees to perform the services, identified on Exhibit
"A" attached hereto, including the provision of all labor, materials, equipment and supplies.
3. PAYMENT. The CITY shall pay FINANCIAL ADVISOR in accordance with the Fee
Schedule, pursuant to Attachment A, which is attached hereto as part of this agreement.
OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Consultant in connection with the services rendered under
this agreement shall be the property of the City whether the project for which they are made
is executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Consultant's endeavors.
COMPLIANCE WITH LAWS. Consultant shall, in performing the services contemplated by
this service agreement, faithfully observe and comply with all federal, state and local laws,
ordinances and regulations that are applicable to the services to be rendered under this
agreement.
INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the City, its
offices, agents and employees, from and against any and all claims, losses or liability, or any
portion thereof, including attorneys fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to Consultant's own employees, or damage to
property occasioned by a negligent act, omission or failure of the Consultant.
INSURANCE. The Consultant shall secure and maintain in force throughout the duration of
this contract comprehensive general liability insurance with a minimum coverage of
$1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per
occurrence/aggregate for property damage, and professional liability insurance in the amount
of $1,000,000.
Said general liability policy shall name the City of Boynton Beach as an additional named
insured and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City. Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this agreement.
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INDEPENDENT CONTRACTOR. The Consultant and the City agree that the Consultant is
an independent contractor with respect to the services provided pursuant to this agreement.
Nothing in this agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Consultant nor any employee of Consultant
shall be entitled to any benefits accorded City employees by virtue of the services provided
under this agreement. The City shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to Consultant,
or any employee of Consultant.
COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not
employed or retained any company or person, other than a bonafide employee working solely
for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay
any company or person, other than a bonafide employee working solely for the Consultant,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
10. DISCRIMINATION PROHIBITED. The Consultant, with regard to the work performed by
it under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the selection
and retention of employees or procurement of materials or supplies.
11. ASSIGNMENT. The Consultant shall not sublet or assign any of the services covered by this
agreement without the express written consent of the City.
12. NON-WAIVER. Waiver by the City of any provision of this agreement or any time
limitation provided for in this agreement shall not constitute a waiver of any other provision.
13. TERMINATION.
a. The City reserves the right to terminate this agreement at any time by giving ten (10) days
written notice to the Consultant.
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In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this agreement between
surviving members of the Consultant and the City, if the City so chooses.
14. DISPUTES. Any dispute arising out of the terms or conditions of this agreement shall be
adjudicated within the courts of Florida. Further, this agreement shall be construed under
Florida Law.
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15. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Consultant shall be sent to the following address:
16. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. This
agreement may be amended only by written instrument signed by both City and Consultant.
DATED this ,~ day of _~__~ ,20 0o~.
CITY OF BOYNTON BEACH
City Manager
Attest/Authenticated:~~
Title
Consultant
(Corporate Seal)
Approved as to Form:
Office of thefCity Attorney
Rev. 1/22/91
Attest/Authenticated:
Secretary
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EXHIBIT "A"
Fee Schedule
Scope of Services
Attached
Attached
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ATTACNlqEN~ nAn
SECTION II
SCOPE OF SERVICES
The Financial Advisor shall provide comprehensive financial advisor services to the City.
Upon written notice from the City, the Financial Advisor shall perform the following
services subject to the conditions and in consideration of payments as hereinafter set
forth:
PLANNING AND DEVELOPMENT PHASE
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Research and advise on aspects of tax exemption and arbitrage in cooperation
with .the City's legal counsel and bond counsel. Assist in obtaining Internal
Revenue Service rulings, if necessary.
Assist in th, preparation and analysis of feasibility studies in cooperation with
City Officials and administrative staff, bond attorneys, accountants, architects,
engineers and other professionals as requested by the City.
Carefully analyze the financing to determine the best methods of strengthening its
marketability consistent with current economic and capital market conditions and
increasingly stringent rating agency criteria. This may involve the use of
municipal bonds, insurance, surety bonds, letters of credit or other credit
enhancement devices.
d. Perform a comprehensive analysis to determine the best possible plan to finance.
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Consult with Moody's, Standard & Poor's or Fitch with regard to the proposed
financing and assist in obtaining the most favorable rating possible. Prepare the
City thoroughly for any necessary rating presentations and participate in those
meetings.
Provide assistance and recommendations with the selection of ancillary service
providers such as registrar, trustee and printer.
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Act as a liason with bond counsel and coordinate other professionals prOviding
information in connection with the proposed financing.
Prepare a timetable of events for all concerned leading to the successful sale and
delivery of an offering.
i. Testify at validation hearings, as requested.
MARKETING PHASE:
Advise on the appropriate terms and conditions of the sale, including maturity
schedule, underwriter discount, redemption provisions, interest rate bidding
requ/rements and basis for award.
Advise on the timing Of the bond sale, taking into consideration such factors as
changing economic conditions, current and projected market trends and convenience
to the City.
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Coordinate with bond counsel the preparation of authorizing resolutions and other
documents involved in the sale of bonds or other methods of financing. Assist in
publicizing the issue in advance with an Official Statement, Notice of Sale, Bid
Forms and such other means necessary and advisable to develop nationwide public
and institutional interest.
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Assist the City in meeting full disclosure requirements and conforming to suggested
guidelines when preparing the Official Statement either as an adv/sor or principal
author.
Distribute the Official Statement to potential purchasers of the City's securities across
the nation. Directly contact those lead underwriters most likely to be syndicate
managers. Maximize efforts to market the City's debt issuance most effectively.
Conduct informational meetings with the investment community, including
investment bankers (dealers and dealer banks) and institutional investors (banks, bank
holding companies, and insurance companies), if necessary, to establish bidding
interest on the offering.
g. Advertise any competitive bid, bond sale in nationally prominent financial
publications, in addition to coordinating local publication requirements.
h. In the event of a competitive bid, attend the bid opening to assist with the verification
and evaluation of bids and recommend the most favorable bid for award.
BOND CLOSING PHASE:
a. Direct bond-closing details, including coordination with bond counsel in order to
ensure delivery in the shortest possible time fi.me.
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Furnish prompt, complete reinvestment analysis so that maximum earnings will result
fi.om investing bond proceeds, in addition to assisting staff and the architect/en~neer
with establishing schedule for drawdown of finds, if any.
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D, irect, coordinate and supervise preparation of the transcript and provide the City
with bond and interest records showing required semiannual payments and other
information relevant to the completed financing. ,
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d. Solicit bids on investment of idle funds, if requested.
B, WORK PRODUCTS:
The financial Advisor shall provide the following work products for each competitive and
negotiated debt offering.
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Presale Analysis
Offering Statement
Postsale Analysis
Such other analyses, cash flow projections and materials necessary for
financial planning and bond sale purposes.
C. OTHER SERVICES:
1. Assist the City in meeting arbitrage .regulations, including preparation of
arbitrage rebate calculations.
2. Assist the City in such non-debt offering areas of financial management as the
city may from time to time request pursuant to the Request for Proposal
3. Attend City Commission meetings and other scheduled City meetings as
requested, with reasonable advance notice.