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FINANCIAL ADVISORS AGREEMENT (3) --~ I I AGREEMENT FOR FINANCIAL ADVISORY SERVICES RAYMOND JAMES & ASSOCIATES, INC., St. Petersburg, Florida ("Raymond James"), agrees to continue to serve as Financial Advisor to the CITY OF CLEARWATER, FLORIDA (the "City"), a municipal corporation organized under the laws of the State of Florida. 1. Continuation of Current Services. The City currently intends to issue a Request for Proposals ("RFP") for firms to provide financial advisory services to the City, and to select a firm to provide such services as a result of the RFP, which services are to commence upon the expiration of the current contract between Raymond James and the City. It is expressly understood and agreed by Raymond James and the City that Raymond James will continue providing Financial Advisory services to the City until such time a financial advisor is selected and approved through the Request for Proposal process and on the matters set forth on Exhibit A attached hereto and herein incorporated by reference until the completion of such matters under the terms and conditions of its existing contract with the City (herein the "continuing services"), notwithstanding which firm the City selects as its financial advisor following the City's RFP selection process. It is further understood and agreed that in the event Raymond James is selected by the City as its Financial Advisor, that, at the mutual option of Raymond James and the City, the continuing services may be incorporated into any new contract following such selection. 2. Services as Financial Advisor. As Financial Advisor will perform the following services: a. Review existing debt structure and financial resources to determine available borrowing capacity and the desirability of refinancing for any or all of the existing debt. b. Participate as needed in developing the financing plan and cash flow projections for the City's capital improvements program. c. Review existing and proposed loan pools and other "non-traditional" financing options to determine their desirability. d. Recommend appropriate financial structures for proposed projects and provide the City with information about the structure of financing programs used by other issuers. e. Coordinate work with the Members of the City Commission, staff, and appropriate counsel, regarding the financial and security provisions of each financing. f. Attend all relevant meetings associated with a specific financing or with the capital improvements program as a whole. g. 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. h. bond issues. Advise the City of current and expected market conditions and timing and marketing of i. 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. (!(! / ~ ~_;,r) .___./) '~/ l,./ f;"'~ /..-..1", 1.../ /~" L ,''- (3) I I j. 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. k. 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. l. negotiated. Recommend, for each bond issue, the method of sale, either public, private, or m. 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. n. 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. o. Assist the City in selecting trustees, paying agents, printers, and other bond services. p. 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. q. Advise the City on proposed and actual changes in tax laws and changes in financial markets that could affect the City's financing plans. r. 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 in Section 3 below. 3. Compensation as Financial Advisor. a) Work directly related to a bond issue will be billed as follows: $10,000 plus $.75 per $1,000 par amount of bonds issued. b) Work not directly related to a bond issue ("additional work") will be billed on an hourly basis as follows: $185 per hour for First Vice President $158 per hour for Vice President staff $132 per hour for Assistant Vice President staff $106 per hour for Analysts The hourly fee listed above shall be in effect from June 1, 1994 through May 31, 1995. 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, 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 I I Labor or a successor or substitute index, appropriately adjusted. The CPI for March 1994 (the denominator in the initial calculation) is 147.20. Raymond James will provide the City with a written estimate of the total cost of any such additional work, and will obtain prior approval of the City before proceeding with such additional work. 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 Raymond James. 4. Term. This Agreement shall be in force and effect for the period necessary to complete the financings listed on Exhibit A attached hereto, however, the City shall have the option, at any time prior to the completion of the financings listed on Exhibit A attached hereto, 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. DatedthisLdaYOf()~ ,1994. By: A~ST: - {: . /l. [JL co eJk . la E. Goudeau E1iZa~M~~ City anager Approved as to form and legal sufficiency: J!hf~ Pamela K. Akin RAYMOND JAMES & ASSOCIATES, INC. By: ~M.J JU. tUuU Vice President I I EXHmIT "A" List of Current Transactions 1. Not to exceed $8,250,000 City of Clearwater, Florida Gas System Revenue Bonds, Series 1994A. 2. Not to exceed $26,750,000 City of Clearwater, Florida Gas System Revenue Bonds, in various series, including validation proceeding therefor. 3. Not to exceed $12,500,000 City of Clearwater, Florida Improvement Revenue Bonds, Series 1994 (Municipal ServiceslPublic Safety and Police Complex Project), including validation proceeding therefor. 4. Sale of Sun Bank building and related parking facility by the City of Clearwater, Florida Community Redevelopment Authority (the "CRA"), and the defeasance of the related CRA bonds. 5. Proposed Western Reserve headquarters financing by the CRA. 6. Proposed land sale transaction between the City and the CRA in conjunction with the Western Reserve headquarters facility and the Municipal ServiceslPublic Safety and Police Complex. 7. Sand Key burial of power lines project, and related bond ordinance and bond validation proceedings. 8. Advice and analysis regarding City's rights concerning the Oaks of Clearwater (Cove Building and Bluff Building). 9. Advice regarding defeasance of the City of Clearwater's Public Service Tax and Bridge Revenue Bonds, Series 1985. 10. Advice regarding defeasance of the $950,000 (original aggregate amount) City of Clearwater Parking System Revenue Bonds, Series 1983 ($380,000 now outstanding). 11. Other projects as may be in progress at the time the Request for Proposals selection process is completed.