FINANCIAL ADVISORS AGREEMENT (2)
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CITYOF CLEARWATER, FLORIDA
FINANCIAL ADVISOR'S AGREEMENT
THIS AGREEMENT made this 15th day of October, 1992 by and between the
City of Clearwater, Florida, hereinafter referred to as the "City", and Raymond James &
Associates, Inc., St. Petersburg, Florida, hereinafter referred to as "Raymond James";
WITNESSETH:
WHEREAS, the City has determined that there is a need to retain a Financial
Advisor to assist the City in investigating and obtaining capital financing from time to
time; and
WHEREAS, Raymond James has responded to the City's request for proposals for
Financial Advisor services on May 23, 1989; and
WHEREAS, the City has determined that Raymond James & Associates is fully
qualified to perform the required services as Financial Advisor.
NOW, THEREFORE, 10 consideration of the foregoing, the parties agree as
follows:
SERVICES TO BE PERFORMED BY THE FINANCIAL ADVISOR:
Services to be performed by Raymond James include, but are not limited to the
following:
1. Review eXlst10g debt structure and financial resources to determine
available borrowing capacity and the desirability of refinancing for any or all of the
existing debt.
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2. Participate as needed in developing the financing plan and cash flow
projections for the City's capital improvements program.
3. Review existing and proposed loan pools and other "non-traditional"
financing options to determine their desirability.
4. Recommend appropriate financial structures for proposed projects and
provide the City with information about the structure of financing programs used by other
issuers.
5. Coordinate work with the Members of the City Commission, staff, and
appropriate counsel, regarding the financial and security provisions of each financing.
6. Attend all relevant meetings associated with a specific financing or with the
capital improvements program as a whole.
7. Recommend the necessary prOVISIons and covenants of the City of
Clearwater to be contained in each financing document including but not limited to,
principal amounts, dates, maturities, interest rates, redemption provisions, flow of funds,
debt service coverage requirements, reserve funds, rates and charges, security pledges, and
conditions relating to the issuance of any additional debt.
8. Advise the City of current and expected market conditions and timing and
marketing of bond issues.
9. Assist the City in establishing its rating and coordinate applications for
future credit ratings in order to obtain the highest possible credit rating. If necessary, we
will organize and participate in a presentation directly to the rating agencies.
10. Assist the City in the application for municipal bond insurance and other
credit enhancement providers (as appropriate), and coordinate the flow of information to
the insurers in a timely manner.
11. Prepare any official statement in cooperation with bond counsel and
arrange for the widest possible distribution of the official statement to bond underwriters
and investors.
12. Recommend, for each bond issue, the method of sale, either public, private,
or negotiated.
13. For public sales, prepare bid requests, notices of sale, assist with bid
openings, verify accuracy of bids submitted, and make formal recommendation to the City
relative to bid award.
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14. For negotiated sales, assist with the preparation of requests for proposal
for underwriters, assist in the interview and selection of underwriters, assist the City in
negotiating rates and terms of sale, and make formal recommendation to the City relative
to acceptance or rejection of the underwriters offer to purchase.
15. Assist the City in selecting trustees, paying agents, printers, and other bond
services.
16. Assist the City at the bond closing and coordinate printing, signing and
delivery of bonds, and assist with arrangements for the investment of the bond proceeds in
compliance with arbitrage regulations.
1~. Advise the City on proposed and actual changes in tax 18,wS and changes in .
financial markets that could affect the City's financing plans.
18. Provide advice and/or arrange investment of bond proceeds in accordance
with ordinance requirements. Raymond James may sell securities to the City in connection
with a bond issue including investments for construction funds, accrued interest and
escrow funds. Any profits from such sale are separate from any fees paid to Raymond
James as described below.
FEES PAID TO FINANCIAL ADVISOR FOR SERVICES:
1 ) Work directly related to a bond issue will be billed as follows:
$10,000 plus $.75 per $1,000 par amount of bonds issued.
2) Work not directly related to a bond issue ("additional work") will be billed
on an hourly basis as follows:
$175 per hour for First Vice President
$150 per hour for Vice President staff
$125 per hour for Assistant Vice President staff
$100 per hour for Analysts
The hourly fee listed above shall be in effect from June 1, 1992 through May 31,
1993. The hourly fee thereafter shall be adjusted each year by the Consumer Price Index.
The adjusted hourly fee shall be determined by multiplying the previous year's hourly rate
by a fraction, the numerator of which is the CPI for the March preceding the June 1 in
question and the denominator of which is the CPI for March of the previous calendar year,
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but in no event shall the hourly rate for any period be less than that for the immediately
preceding period. "CPI" means the Consumer Price Index (rebased to 1982-84=100),
Average for All Items, as published by the Bureau of Labor Statistics of the United States
Department of Labor or a successor or substitute index, appropriately adjusted. The CPI
for March 1992 (the denominator in the initial calculation) is 139.40.
Raymond James will provide the City with a written estimate of the total cost of
..any.such-aaditional work, and Will obtam prior approval of the City before proceeding
with such additional work.
COSTS PAID BY THE CITY:
The City agrees to pay all costs of any bond issues or other financing, for attorneys
of the Issuer, fee of Bond Counsel, rating agency fees, insurance costs, printing costs of
the Issuer, printing costs of the Bonds and the Official Statement, advertising costs,
traveling expenses of Officials of the Issuer, and out-of-pocket expenses of RaymondiJames.
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GENERAL CONDITIONS
A. It is distinctly understood that Raymond James will not participate, either directly
or indirectly, as an underwriter in the sale of any Bonds for which they have acted in the
capacity as Financial Advisor. Raymond James may, however, purchase or sell any of
such Bonds in the secondary market after the expiration of the underwriting period.
B. Should any planned financing fail to materialize, the City shall not be financially
obligated to Raymond James for work done in anticipation of such planned financing
except as to reimbursement of such expenses as may be approved by the City prior to their
being incurred.
C. Should, in the course of performing services described in this Agreement, the City
determine that additional services are desired of Raymond James, and should Raymond
James agree to such additional services, then this Agreement may be amended in writing
as mutually acceptable to the parties to provide for accomplishment of such additional
services and the basis of payment therefore.
D. This Agreement shall be in full force and effect for a period of two years from the
date of execution hereof provided, however, that the City shall have the option, at any
time during this period and with its sole discretion to terminate this Agreement, said
termination to be effective upon receipt by Raymond James of written notice at least
ninety (90) days prior to any such termination.
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E. In the event that Bonnie Wise or Ed Prince should either leave Raymond James &
Associates or be permanently unavailable to assist the City of Clearwater when requested,
the City may request a renegotiation of terms of this Agreement or may, at its sole option,
terminate this agreement by giving written notice at least ten (10) days prior to any such
termination.
F. This instrument embodies the whole agreement of the parties. There are no
promises, terms, conditions, or obligations other than those contained herein; and this
Agreement shall supersede all previous communications, representations of agreements,
either verbal or written, between the parties hereto.
G. Any provision of this agreement to the contrary notwithstanding, Raymond James
hereby represents and warrants to the City that all material representations contained in
the Response to the Request for Proposals (RFP) attached hereto as Exhibit "A" and made
a part hereof including, but not limited to, the liability insurance coverage carried, the
location of the firm, the number of attorneys and financial experts working for the firm
(except as stated in Section E) are accurate and correct. Raymond James hereby agrees
that should any such representation be false, inaccurate or misleading at the time of
making the representation, or change between the time of making the representation and
the time of the execution of this agreement, or change after the execution of this
agreement, Raymond James shall promptly notify City thereof and City shall have the right
of re-review of this agreement together with the right to terminate this agreement by
giving written notice at least ten (10) days prior to any such termination. If Raymond
James should fail to promptly notify City as required by this paragraph G, and City
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receives such information from other sources, City shall have the right to terminate this
agreement by giving a notice as provided for in this paragraph.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day
and year first above written.
RAYMOND JAMES & ASSOCIATES, INC.
By:~UtJ~
Bonnie M. Wise
Vice President, Public Finance
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
Michael 1. Wrig t
City Manager
Ri a Garvey
Mayor-Commissioner
Approved as to form
and correctness:
Attest:
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M.A. Galbraith, Jr.
City Attorney