FINANCIAL ADVISORS AGREEMENT (4)
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CITY OF CLEARWATER, FLORIDA
FINANCIAL ADVISOR'S AGREEMENT
THIS AGREEMENT made this~~ay of ~1995, 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 December 21, 1994; and
WHEREAS, the City has determined that Raymond James & Associates
is fully qualified to perform the required services as Financial
Advisor.
NOW, THEREFORE, in 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 existing debt structure and financial resources to
determine available borrowing capacity and the desirability of
refinancing for any or all of the existing debt.
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
fin~ncing programs used by other issuers.
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Raymond James & Associa~es, Inc. (Con~'d.)
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, Raymond James will organize and
participate in a presentation directly to the rating agencies.
10. Assist the ci ty 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 an off icial statement
and/or disclosure counsel and arrange
distribution of the official statement
investors.
in cooperation with bond
for the widest possible
to bond underwr i ters and
12. Recommend, for each bond issue, the method of sale, either
public, private, competitive, negotiated, etc.
13. For public sales, prepare bid requests, notices of sale,
assist with bid openings, verify accuracy of bids submitted, and make
formal recommendations to the City relative to bid award.
2 FINANCIAL ADVISOR'S AGREEMENT
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Raymond James & Associates, Inc. (Cont'd.)
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.
17 . Advise
and changes in
financing plans.
the City on proposed and actual changes in tax laws
financial markets that could affect the City's
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:
$150 per hour for Vice President staff
$125 per hour for Assistant Vice President staff
$100 per hour for Analysts
3 FINANCIAL ADVISOR'S AGREEMENT
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Raymond James & Associa~es, Inc. (Con~'d.)
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.
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 and/or Disclosure
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. Out-of-pocket expenses of
Raymond James will be limited to:
1) $2,000 per bond issue unless prior approval is received from
the City
2) $1,000 per project on additional work unless prior approval
is received for the City
GERERAL COllDITIOlfS
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 capaci ty 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.
4 FINANCIAL ADVISOR'S AGREEMENT
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Raymond James Ii Associa~es, Inc. (Con~'d.)
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
three 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.
E. In the event that David R. Thornton or Wendell G. Gaertner 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 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
5 FINANCIAL ADVISOR'S AGREEMENT
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Raymond James & Associates, Inc. (Cont'd.)
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 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.
X;JI%?~
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By:
Countersigned:
CITY OF CLEARWATER, FLORIDA
By: ~H~
Eliz eth M. Deptula
City Manager
Rita Garvey
Mayor-commissione
Approved as to form
and Correctness:
Ut~(
Attest:
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Pamela K. Akin
City Attorney
'., --
~~. {Ud{t..~--.
City Clerk
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FINANCIAL ADVISOR'S AGREEMENT
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Attachment "A"
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4.
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2.3 QUALIFICATIONS OF FIRM
Indicate size of firm, organization structure, location of management and charter
authorization and licenses to do business in the State of Florida.
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A.
Describe in general your firm's national, statewide and local service capabilities.
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Raymond James & Associates, Inc. ("Raymond James") was founded in 1962 with the objective of
providing a comprehensive range of investment opportunities to investors, while maintaining a policy of
professional integrity. The firm has grown to its present size and organization by adhering to what has
been its primary philosophy for over 30 years, that of keeping the client's financial well-being foremost.
Raymond James is the largest securities firm based in the Southeastern United States, judged by the
number of sales representatives and branch offices, and is one of 38 subsidiaries of Raymond James
Rnancial, Inc., a publicly-held company whose stock is traded on the New York Stock Exchange under the
symbol "RJF". Raymond James is a member of the New York Stock Exchange (4 seats), Chicago Board of
Options (1 seat), Philadelphia Exchange (1 seat) and the American Exchange (2 seats). Raymond James
works closely with Raymond James Rnancial's other investment firm subsidiaries, including Investment
Management & Research, Inc. (IM&R), and Robert Thomas Securities, Inc., as well as with the asset
management subsidiaries, including Eagle Asset Management, Inc. and the Heritage Family of Mutual
Funds, to provide a full range of comprehenSive financial services to its clients.
Togetb,er, Raymond James Rnancial's retail subsidiaries are ranked eighth among the nation's securities
firms based on the number of sales representatives and branch office locations. The Raymond James
Rnancial family currently has over 670 locations throughout the U.S. and over 2,300 professional
representatives. This includes 93 offices and 544 professional representatives in Florida. At our
corporate headquarters in St. Petersburg, we have 1,393 employees including 227 who reside in
Clearwater. Our Corporate Charter Number is 341815, our Tax Payer Identification Number is 59-
1237041 and our State of Rorida License number is 120979. We have a total capital of approximately
$227 million, total assets of over $1.7 billion and currently manage over $4.3 billion in funds for various
investors. Our extensive sales force provides a national source of information regarding the marketing of
tax-exempt and taxable issues, and the company's strong financial position provides comfort that we will
continue to stand behind our financial advisory services even in times of adverse or volatile market
conditions. Maps indicating our Florida and National retail offices are provided at the end of this question.
RAYMQI\ID JAMES
FW'oJANClAL. I'JC.
RAYMOND JAMES
& ASSQClATE6. r.>C
.e.... ... .... .'." 1........111.1;
1ll1..ut "'.IIl?4l
~ 'r SecurIIIa, IDe.
.......,.,~,.~~oI
~..-.-~trc. fN'l'SE..f\.F}
Iml lNVESrMENTMAN.IoGEMENT
r. . RESEARCH, INC
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City of Clearwater, Florida
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THE FIXED INCOME DEPARTMENT
Raymond James & Associates' Fixed Income Department is structured into four functional areas,
employing 146 people: The Public Finance Department, Municipal Fixed Income Department, Taxable
Fixed Income Department and Fixed Income Research Department.
The combination of Public Finance, Municipal Fixed Income, Taxable Fixed Income and Fixed Income
Research allows Raymond James to meet all of our municipal clients' debt and investment related needs
within one operating department. As a result of the 1986 Tax Act, more municipal issuers are forced to
issue taxable bonds for certain types of projects. The inclusion of the Taxable Fixed Income Department
allows us to more efficiently judge the market for our client's taxable debt. For reinvestment purposes,
such as the investment of a construction fund or the establishment of an advance refunding escrow, our
direct access to the Taxable Fixed Income Department allows us to obtain taxable investment securities
with the best possible yield,
FIXED INCOME
DEPARTMENT
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Public Municipal Taxable Fixed Income
Finance Fixed Income Fixed Income Research
Department Department Department Department
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Municipal MUllicipal Municipal
Syndicate Institutional Retail Sales
& Trading Sales & Marketing
PUBLIC FINANCE DEPARTMENT
Members of the Public Finance Staff possess a wide range of experience in general obligation, utility,
health care, housing, tax increment, lease, short term and other specialized financing techniques for tax
exempt issuers. The Department operates in conjunction with other Raymond James Financial
subsidiaries in providing comprehensive underwriting and financial advisory services to local governments
and other governmental agencies throughout the country. These services include: Investment banking
and und~rwriting services for both tax-exempt'and taxable bonds, notes and leases, financial consulting
services, investment of governmental funds, and pension fund management.
Public Finance professionals also interact with Raymond James & Associates' Corporate Finance
Department which specializes in traditional investment banking services including mergers and
acquisitions, debt and equity offerings. This sharing of ideas along with the Public Finance staff's
extensive experience in structuring tax exempt transactions has enabled Raymond James to create
innovative financing ideas for its clients. Some examples of our innovations include the implementation of
Farmers Home Administration Loan Programs, the structuring of the first taxable lease financing in Florida,
the development of the first competitively bid capital appreciation bond subject to the Alternative Minimum
Tax, and the development of a refunding structure to overcome the "Transferred Proceeds" penalty.
City of Clearwater, Florida
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MUNICIPAL FIXED INCOME DEPARTMENT
The Municipal Department is broken down into several subdepartments as noted below:
Municipal Syndicate and Trading Department: The Public Rnance Department works very closely with the
Municipal Syndicate Department in establishing the terms, call provisions, and structure of our new
issues.
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Municipal Institutional Sales: This area is responsible for the placement of new issues and secondary
market trading with various institutional investors.
Retail Municipal Sales and Marketing: The Marketing Department is responsible for providing the day-to-
day support to our sales force in the distribution of all municipal securities.
Without these three areas, it would be nearly impossible to obtain up-to-minute market information. Rrms
which are financial advisory only must rely on second hand knowledge from other firms' trading desks or
market indices which are published the following day.
TAXABLE FIXED INCOME
This Department handles various functions relating to the distribution, sale, secondary market support,
and research relating to a variety of taxable fixed income investments. These securities include Treasury
Bonds, Mortgage Backed Securities, Government Agencies, Corporate Bonds and other similar
investments.
FIXED INCOME RESEARCH
Rxed Income Research provides insightful research to institutional clients concerning four areas -
Corporate, Mortgage, Municipal and Economic Research. The Rxed IncorT,e Research Department
supports Institutional Sales. Economic Research also advises other departments of Raymond James
Rnancial, including the retail distribution system and Heritage Asset Management. The Municipal,
Mortgage and Corporate areas make recommendations to institutional clients on portfolio management
and total return strategies. Recommendations are based on regulatory concerns, client demands, market
sector value and security analysis. Rxed Income Research publishes daily economic c~mmentaries,
weekly economic and mortgage commentaries and monthly bulletins. Monthly publications include
corporate and municipal credit reports, in-depth economic sector analysis, relative value reports (covering
all areas of Rxed Income) and mortgage product reports. Through this area, we are able to provide in-
depth analysis of a municipality's investment portfolio and current pricing information on any taxable
investments to be purchased.
ASSET MANAGEMENT
Eagle Asset Management, Inc., is a professional investment advisor which manages in excess of $4.3
billion for clients. Eagle offers individualized stock and bond portfolio management for state and local
governments, trusts, foundations, pension and profit sharing plans, corporations, and individuals. Eagle's
professionals bring experienced and proven investment skills while tailoring each portfolio to meet a
client's specific needs. Their services are available to assist in structuring construction funds, escrows
and other investment portfOlios for Raymond James' clients.
City of Clearwater, Florida
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Florida Retail Sales Offices
Raymond James & Associates, Inc.
Investment Management & Research, Inc.
Robert Thomas Securities
Holiday
Tarpon Springs
Palm Harbor
Clearwater (4)
!-argo (4)
SemInole
St Petersburg (11)
eJacksonville (3)
eJacksonville Beach
e Gainesville (2) \
e Ocala . Daytona Beach
eDeLand (2)
e Cass~lberry
e Winter -Park
eMaitland
e Orland~~)
,Iclelboume
lndialantic
eTallahassee (3)
Tequesta
e Jupiter
\ N. Palm Beach
W. Palm Beach
iPalm Beach
Boca Raton (2)
Lighthouse POInt
eCoral Spnngs (2)
Ft. Lauderdale
Coral e
Gables (2)
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c:?
o <:::) ~Marathon
Key West. 6
City of Clearwater, Florida
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National Retail Sales Offices
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Raymond James & Associates, Inc.
Investment Management & Research, Inc.
Robert Thomas Securities
* FIXED INCOME TRADING DESK LOCATIONS -- Chicago, IL; St. Petersburg, FL; New York, NY
ALABAMA.................... .4
ARiZONA..................... .3
ARKANSAS.... ........... ....5
CALIFORNIA............... .50
COLORADO............... .18
CONNECTiCUT....... .... .12
DELA W AR E................... 2
FLORIDA. ...................93
GEORGIA.................. .20
IDAHO.............. ...........3
ILLINOiS.............. ..... .33
INDIANA........... ........ .19
ALASKA - 1
City of Clearwater, Rorlda
IOWA............,.............9
KANSAS.............. ..... .15
KENTUCKy......... .........4
LOUiSiANA........... .......7
MAINE...... ..... .............3
MARyLAND............... .16
MASSACHUSETTS.... ..23
MiCHIGAN.............. ...34
MINNESOTA............. .15
MISSISSIPPI............ ..12
MiSSOURI................ .22
MONTANA...............,...9
HAWAII - 4
NEBRASKA................. ..5
NEVADA...................... .3
NEW HAMPSHIRE.........2
NEW JERSEY..............17
NEW MEXICO...............4
NEW YORK.................31
NORTH CAROLlNA.......36
NORTH DAKOTA............l
OHIO........................ .39
OKLAHOMA................. .6
OREGON.................. ..10
PENNSyLVANIA......... ..32
RHODE ISLAND............3
SOUTH CAROLlNA.......26
SOUTH DAKOTA...........7
TENNESSEE.............. .19
TEXAS...................... .36
UTAH............. ..... ........4
VERMONT.................. .3
ViRGINIA......... ..... .......8
WASHINGTON........ ... .21
WEST VIRGINIA............4
WiSCONSiN.............. .12
WYOMING......... ........ ..3
WASHINGTON, D.C. - 2
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2.3. QUALIFICATIONS OF FIRM
B. Describe resources available to your firm such as computer capability, access to market
information, personnel with specialized knowledge and legal expertise in the governmental
(including tax exempt) field.
Computer Capabilities
Our Quantitative Analysis Group uses both industry software packages and proprietary computer
systems to model the City's financial assets and liabilities. The modeling of asset and liability cash
flows helps Raymond James create optimal debt service structures, identify cash flow mismatches and
provide real time answers for financing inquires and competitive bid results.
I. Optimal Debt Service Structures
Raymond James analysts have spent years in the analytical area developing models that create,
monitor, and optimize debt structures within the context of clients needs. As an example, the creation
of a new money bond issue often must take into consideration other outstanding debt obligations.
Raymond James' Analytical Group has developed and refined computer programs which wrap the new
money bond issue debt service around the existing debt service to create an overall level debt
structure.
II. Identify Cash Flow Mismatches
Another benefit of Raymond James Quantitative Analysis Group is the improved management of asset
and liabilities. Raymond James has the ability to analyze, model and restructure the City's bond
proceed assets such as debt service reserve funds, construction funds, capitalized interest funds, and
non-bond monies in a manner that provides the closest possible match to liability payment streams.
This holistic approach reduces negative arbitrage and interest rate exposure. As one example, the
Analytical Group can dissect a refunding issue's escrow requirements, access a database of currently
available securities, and model a restructuring portfolio of securities which provide the best match to
the escrow liability disbursements. This asset-liability management has the additional benefit of
reducing the refunding bond requirements by minimizing any negative arbitrage.
III. Provide Real Time answers for City Financing Inquires and Competitive Bid Results
Raymond James does not rely upon outside contractors or consultants to provide quantitative results.
Our Analytical Group has developed systems to derive, verify and transmit quantitative work accurately
with real time response. Raymond James has the ability to conduct extensive quantitative analyses in
the field through the use of portable systems that can uplink to the firm's data network in the field.
With a full time quantitative group, cutting edge software protocolS and a vast array of experience,
Raymond James has the technical resources to provide and carry out innovative financing ideas which
can be executed in a real time fashion.
Access to Market Information
From our institutional sales and trading desk, located at our St. Petersburg headquarters, 48
institutional sales and trading professionals devote the majority of their efforts to tax-exempt bond
issues. This focus on municipal issues insures that our desk has the most current information on
interest rates and credit issues and keeps us in constant communication with regional and national
institutional investors concerning tax-exempt bonds. As part of our focus, we cover many smaller and
mid-size institutional investors often ignored by larger national firms and firms with smaller
institutional sales forces. We also have an extensive retail sales network across the Country, which is
most heavily concentrated in Florida. The retail sales people are supported by retail liaisons at the
City of Clearwater, Florida
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home office. This keeps us well informed on the retail market as well as the institutional market.
Additionally, Haymond James subscribes to nearly all the major municipal bond publications and
computer information services.
Specialized Knowledge and Legal Expertise
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Having served as financial advisor or underwriter on over 370 issues totaling $12 billion since 1986 in
Aorida, Raymond James has developed in depth knowledge of Florida credits, as well as rating
agencies' and bond insurers' concerns about Aorida's tax structure. We also have developed ongoing
relationships with Aorida bond counsel firms with whom we can consult about specific questions and
make or share recommendations for issue structures. We utilize our experience, knowledge and
contacts to identify practical alternatives with usually quantifiable advantages and disadvantages.
Thus, we try to assist our clients in gaining practical understanding of the alternatives with which
elected officials must grapple after being presented the alternatives.
Various Public Rnance professionals at Raymond James have themselves served in an elective
capacity, or as a staff member within the State Legislature, or on appointed committees, or within
local government. Likewise, we have experience evaluating credit from the perspective of a
commercial bank very much concerned with the stability of a pledged revenue source, e.g., guaranteed
entitlement, or a special assessment levy under the "Fax Roll Collection Method, or a cumulative
covenant to budget and appropriate legally available non-ad valorem revenues.
The collective knowledge Raymond James brings to the County as Rnancial Advisor is thus helpful in
negotiating interest rates, terms and conditions for interim financings and term loans, e.g., for a
special assessment district, as may be available under a bank line of credit, or evaluating the cost
difference between competing interim credit facilities, including tax-exempt commercial paper, a line of
credit, or a rolling note program.
City of Clearwater, Rorlda
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2.3. QUALIFICATIONS OF FIRM
C. Describe your firm's experience in serving as financial advisor to local governmental units.
We have itemized the financial advisory and underwriting experience of Raymond James' since 1986 in
Appendices A through D. The following tables summarizes the results:
Florida Experience
Financial Advisory
Number of
Issues Amount
1986 1 $ 300,000,000
1987 10 119,115,000
1988 12 120,325,257
1989, 24 260,972,992
1990 16 192,778,742
1991 21 489,937,785
1992 15 317,328,369
1993 30 819,035,543
1994 16 318,319,017
Underwriter
Number of
Issues Amount
10 $ 152,800,000
10 427,815,000
29 835,575,819
38 1,837,419,608
26 634,775,874
25 571,822,223
47 2,504,644,465
48 2,565,345,140
36 1,749,707,897
National Experience Other Than Florida
Financial Advisory
Number of
Issues Amount
1986
1987 1 $ 46,250,000
1988
1989
1990
1991 2 1,600,000
1992 18 269.030.000
1993 19 862,418,000
1994 6 273,795,000
Underwriter
Number of
Issues Amount
4 $ 11,060,000
4 11,219,521
5 64,335,517
9 72,665,000
14 2,163,961,975
21 1,631,000,726
34 1,091,225,000
81 2,764,975,000
City of Clearwater, Florida
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2.3. QUALIFICATIONS OF FIRM
D. Please list your most recent clients within the State of Florida, including the names,
addresses, and phone numbers of contact persons; briefly describe the services performed
for these clients, including the dollar amount of the issues or other financing.
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Current Florida Financial Advisory Clients
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~ Brooksville
Southwest Florida Water Management District. a
:+ Pasco County HFA \\
West Coast Regional Water Supply Authority --"-. Polk County HFA W
Mease Hospital T
Clearwater ..
SL Petersburg Tampa Hillsborough Expressway Authority
Pinellas County HFA Tampa Port Authority \
Pinellas County
:+- Manatee County
.Charlotte County Schoo! District
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Key West Electric System..6
City of Clearwater, Florida
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1ir (813) 464-4851
Mr. Gaertner is currently serving as Rnancial
Advisor on a $65,595,000 Single Family
Mortgage Revenue Bond issue for the Housing
Rnance Authority of Pinellas County. The
issue will provide funds for affordable home
ownership in Pinellas, Hillsborough, Polk and
Pasco Counties. The issue is scheduled to go
to market in early February. Mr. Gaertner
served as Rnancial Advisor on a $42,800,000
similar single family program for the Authority
which closed last August.
HOUSING FINANCE AUTHORITY OF PINELLAS
COUNTY
Ms. Darlene Kalada
Director
14 South Ft. Harrison Avenue, Suite 3050
Clearwater, Fl 34616
CITY OF CLEARWATER
On February 13, 1995, the City expects to
price approximately $10,720,000 of
Improvement Revenue Bonds, Series 1995.
Margaret Simmons, CPA
Rnance Director
112 South Osceola Avenue
Clearwater, Rorida 34616
1ir (813) 462-6936
SAY COUNTY
Mr. Thornton has been regularly performing
underwriting services for Bay County for
approximately four years and is currently in the
process of restructuring the escrows for their
Resource Recovery and Water Revenue Bonds,
Series 1992.
Joey Rogers
Clerk of the Circuit Court
240 East Fourth Street
Panama City, Rorida 32401
1ir (904) 747-5215
MANATEE COUNTY
Mr. Thornton has been involved in negotiations
between the County and a private company
proposing to build a recycling and composting
facility. The financing would be obtaining
through a put-or-pay agreement with the
County. Mr. Thornton's role has been to
protect the County's interests as they relate to
the financing.
James Seuffert
Interim County Administrator
P.O. Box 1000
Bradenton, Florida 34206
1ir (813) 745-3730
City of Clearwater, Rorlda
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CITY OF MIAMI
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Carlos E. Garcia, CPA
Director
Department of Finance
300 Biscayne Boulevard Way, Suite 210
Miami, Aorida 33131
a (305) 579-6350
HOUSING FINANCE AUTHORITY OF
DADE COUNTY
Pat Braynon
Executive Director
44 West Aagler Street, Suite 2080
Miami, Aorida33130
a (305) 372-7990
City of Clearwater, Rorlda
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Mr. Gaertner has served as Financial Advisor
to the City of Miami since 1989. He has
served as Financial Advisor to the City for 18
bond issues totaling $390,616,657. The
security for the bond has included general
obligation property taxes, utility taxes, parking
revenues, lease payments, tax increment
revenues, guaranteed entitlement revenues
and non-ad valorem revenues with covenants
to budget and appropriate. The types of
issues include new money and advance
refundings, competitive and negotiated sales,
taxable debt, tax anticipation notes, long term
debt and tender offers. In addition to advising
on bond issues, Mr. Gaertner has been
involved in the City's on-going rating agency
interactions, its underwriter selection process
and the development of detailed debt
statements for the City.
Mr. Gaertner has served as Financial Advisor
to the Housing Finance Authority of Dade
County since 1989. He is currently working on
a single family program of up to $75 million
and a number of multi-family projects. In his
role as Financial Advisor he has advised the
Authority on bond issues, multi-family project
analysis, the development of policies and
procedures and financial consulting to assist
the Authority in establishing an Authority-
owned savings bank. He also served as
acting Executive Director prior to the
appointment of the current Executive Director.
He has served the Authority as Financial
Advisor on bond issues totaling
$334,286,875. The financings have included
single family and multifamily projects, fixed
and variable rate debt, public sales and
private placements, private activity bonds,
taxable bonds, new issues, current refundings,
remarketings, tender offers and collateral
sales. The bond issues have been secured by
bond insurance, letters of credit, FHA-
insurance, GNMA and FNMA. securities and
project revenues.
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2.3. QUALIFICATIONS OF FIRM
E.. Indicate your firm's experience in dealing with the major rating agencies during the past
two years, including the extent to which governmental clients were involved.
In general, securing a rating for a specific issue involves several sequential steps. Throughout the
process, it is critical that the City's interest be represented by a firm possessing a thorough
knowledge of the credit rating process and the resources to prepare a presentation that will
convincingly demonstrate the merits of the financing. Raymond James offers a strong combination of
direct public finance experience and corporate resources to assist the City of Clearwater in the rating
process.
All of these reSources will be at the disposal of Mr. Thornton and Mr. Gaertner to assist the City; Both
Mr. Thornton and Mr. Gaertner have worked regularly with the rating agencies over the six years they
have worked in Raymond James' Public Rnance Department.
Analytical aof:! Research Reso.urces
Raymond James offers a vast array of analytical and research resources to our clients. To support Mr.
Thornton and Mr. Gaertner, Raymond James has. professionals in both our Public Rnance and
Municipal Research Departments who have worked as analysts at Moody's Investors Service and
Standard and Poor's. This gives us the ability to understand the "behind the scenes"rating process
and allows us to tailor our presentations to achieve the best possible rating for the City.
With a fully-staffed Quantitative Analysis Group within our Public Rnance Department, we. have the
capabilities to perform detailed credit and cash flow. analyses. Our Rxed Income Research
Department provides analysts skilled. in analyzing all types of municipal bond issues from both a rating
and an investor perspective. In addition to researching the concerns the rating agencies may have,
our research analysts. can provide demographic and statistical comparisons with other issuers. For
unique situations, our corporate resources provide equity and corporate finance professionals to
address any special need the City may have. Within the Public Rnance Department we have desktop
publishing resources to distill the information into a clear, concise and attractive presentation.
The tactic Raymond James will use for the City's rating agency relationships will depend on the Ilature
of the financing. In general, we utilize either a deal-specific presentation, periodic presentations, or a
regularly scheduled on-going presentation. The following are examples of each type of strategy and
the experience of Mr. Thornton and Mr. Gaertner with each one:
lntalSJl-e..cifi~_s_entations
Because the City is a relatively infrequent issuer, most of the City's rating agency relationships have
been handled on an issue by issue basis. This is the most efficient for both the City and the rating
agencies and is the industry standard.
Mr. Thornton's most recent experience as Rnancial Advisor for deal specific rating agency
presentations has been the $8,110,000 Clearwater, Florida Gas System Revenue Bonds, Series
1994A and the $10,700,000 (approximate) Clearwater, Florida Improvement Revenue Bonds, Series
1995.
~e1io_dic_ere_s_entations
For more frequent issuers or those who have unique on-going capital needs, we develop periodic
presentations to update the rating agencies both when a bond issue is pending and when there are
changes in the underlying operations. For example, Mr. Thornton is currently working with Moody's
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Investors Service regarding both the Tampa Port Authority's senior lien debt and debt supported by a
covenant to budget and appropriate non-ad valorem revenues both by the Port and Hillsborough County
through an interlocal agreement. The Tampa Port Authority is a frequent issuer and, because of its
dependence on private economic activity, an issuer that needs to keep the rating agency informed as
conditions change.
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Another case in which periodic presentations are warranted are when a bond issue is in danger of a
downgrade. Although it has been slightly more than three years ago, Mr. Thornton worked extensively
with the rating agencies on Bay County, Aorida Resource Recovery Revenue Refunding Bonds, Series
1992. This situation involved a deteriorating credit situation with had to be restructured through the
use of a tender offer in order to avoid a downgrade to below investment grade. The tender was
completed after several months of on-going discussions. Mr. Gaertner completed a similar tender
offer for the City of Miami's tax increment district when a major property tax-payer was purchased by
Dade County and subsequently removed from the tax rolls.
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Regu.l.ar.l)'.....~eduled Presentations
For the largest issuers and most frequent issuers, Raymond James maintains a regular schedule of
formal rating agency presentations. For example, as Rnancial Advisor to the City of Miami, Mr.
Gaertner has helped coordinate a regularly scheduled bi-annual presentation by the City of Miami to
both Moody's and Standard & Poor's. Representatives from the City travel to New York twice each
year and the City invites the rating agencies to the City once every two years. The meetings occur
even i.f the City does not have a bond issue pending.
Topics of discussion at the meetings include finances, capital needs, new programs, Commission or
senior staff changes, new real estate developments, proposed legislative changes, and general
economic conditions. The meetings are always attended by the City Manager, the Director of Rnance,
the Director of Management and Budget and Mr. Gaertner. The City also tries to rotate other senior
members of the City to at least one meeting to give them a better idea of the importance of
maintaining the City's rating and to allow the rating agencies to better judge the management
capabilities of the City.
For example, the City has been bringing union presidents from the various unions representing City
employees to provide the unions with a better understanding of the City's financial situation and to
allow the rating agencies to better assess the City's employee relationships. When the City was
experiencing negative publicity concerning crime and the effect on tourism, the rating agencies were
able to discuss the issue directly with the president of the police union and the chief of police, both of
whom they had met at previous presentations. This on-going rating agency relationship, which has
been developed over the past five years, was instrumental in maintaining Miami's ratings through the
aftermath of Hurricane Andrew.
City of Clearwater, Rorlda
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2.3. QUALIFICATIONS OF FIRM
F. Describe any innovations that your firm has developed or has been involved with in
connection with tax-exempt security issues, briefly outlining the problem, your solution, and
the results.
A brief description of recent financial advisory engagements in which our public finance team
developed creative solutions to financing problems follow.
Bay County, Florida
Resource Recovery Revenue Refunding Bonds, Series 1992 A, B, C & D
and the related Water System Refunding Revenue Bonds, Series 1992 (total of $61,555,000)
The outstanding Resource Recovery Bonds had been uninsured and rated at the lower end of
investment grade by both Moody's and Standard & Poor's. The outstanding debt had high coupons
and should have been refundable for substantial savings but a deteriorating credit situation and a tax
restriction against advance refunding private activity bonds was preventing the County from taking
advantage of this opportunity. Additionally, the future borrowing capacity of the County was
threatened by the developing credit problems. A number of investment banking firms had attempted
various approaches, but none were successful until Mr. Thornton approached the County with a
proposal to refund the outstanding bonds with insured debt supported by some general taxes. This
successful application was made possible by the use of a tender offer to institutional holders of a
majority of the debt, carving out a public purpose portion which could be advance refunded with tax-
exempt bonds, and issuing two small series of taxable bonds. Net present value savings to the
County were well over five percent of the refunded par amount of bonds and a potential credit crisis
was avoided.
Birmingham, Alabama
General Obligation Refunding Warrants, Series 1993 ($46,175,000)
The City of Birmingham closely follows a self imposed minimum of five percent net present value
savings on all advance refundings. The savings level on this refunding had hovered several hundred
thousand dollars below that threshold for some time, never quite getting the necessary mix of tax-
exempt yields on the refunding bonds and taxable yields in the escrow. The general consensus was
that tax-exempt interest rates could begin to rise and these savings would simply never be achieved.
Mr. Thornton proposed to the City that they fully prepare the issue for market and mail preliminary
official statements to investors. He then recommended that they price the tax-exempt bonds and
enter a SLG subscription for the escrow on the first day the market rallied from a previous decline.
Since SLG's are priced from the previous days market, this technique could widen the gap between
the available taxable and tax-exempt rates. The only potential downside resulting from the technique's
failure would be the Federal Reserve prohibiting the City from subscribing for SLG's for a six month
period as a penalty for failing to pick up the original subscription. The City eV81uated the risk as
acceptable and moved forward. Within one month the technique was utilized and the required net
present value savings were realized.
Collier County, Florida
When the County dissolved an improvement district, it assumed that district's debt obligations.
Rather than have existing general obligation debt of that district as an obligation of the general fund of
the County, we restructured and refinanced the debt as a parity issue of the County-Water-Sewer
District, thereby removing a potential future legal challenge by bond holders. As part of the
restructuring, we had the County convey title of the former district's facilities to the County Water-
Sewer District, which now holds title jointly with the County. The County also updated impact fee
ordinances relative to new residents in the service area of the former district.
City of Clearwater, Florida
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We have also arranged a $25,000,000 line of credit to provide interim financing for a variety of
special assessment projects whose size and duration are not applicable to alternative interim
facilities. This credit facility includes a "term loan" provision as well.
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2.3. QUALIFICATIONS OF FIRM
G. For the most recent fiscal year, and the most recent partial year if possible, provide
financial information on the firm including, but not limited to a balance sheet, statement of.
operations and statement of changes in financial position (or cash flow statement as
applicable).
o Assets Over $1.7 Billion and Capital Over $227 Million
o 93 Offices and 544 Account Executives in Florida
DOver 670 Offices and Over 2,300 Account Executives Nationwide
o More Than 400,000 Client Accounts
o Assets Under Management Over $4.3 Billion
o Total Capital for 1993 was over $205 Million
o Total Capital for 1994 was over $227 Million
In addition to the above information, we have included our most recent annual report which is provided
in Appendix G.
City of Clearwater, Rorlda
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2.3. QUALIFICATIONS OF FIRM
H. Indicate the capability of your firm to hold harmless, indemnify and defend the City for
losses, costs and expenses arising from liability claims resulting from alleged negligence of
your firm, Its officers, employees and subcontractors; describe liability Insurance coverage
carried by your firm.
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Raymond James has the capability to hold harmless, indemnify and defend the City of losses, costs
and expenses arising from liability claims resulting from alleged negligence of our firm. Raymond
James carries over $4,000,000 in general liability insurance through Great Northern (Chubb)
Insurance. We also carry additional insurance policies for Worker's Compensation and Broker Error
and Omissions.
City of Clearwater, Rorida
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2.3. QUALIFICATIONS OF FIRM
I. Provide a statement of assurance that your firm Is not presently in violation of any statutes
or regulatory rules that might have an impact on your firm's operations, including those of
the Securities and Exchange Commission, Municipal Securities Rulemaking Board, National
Association of Securities Dealers, etc.
Raymond James & Associates, Inc. is not currently in violation of any statutes or regulatory rules,
including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board,
National Association of Securities Dealers, etc. that would have an impact on our operations.
CIty of Clearwater, FlorIda
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2.3.
QUALIFICATIONS OF FIRM
J.
Please provide information on any litigation your firm has been a part to during the past
three (3) years.
Raymond James & Associates, Inc.'s Public Rnance Department, in its role as Rnancial Advisor or
Underwriter, has never been nor is currently in violation of any rules and regulations in Rorida or
nationally. Raymond James is not subject to any litigation or proceeding which relates to our public
finance professional activities. This statement of assurance relates to the regulations promulgated by
the United States Securities and Exchange Commission, the New York Stock Exchange, Inc., the
National Association of Securities Dealers, Inc., and the Municipal Securities Rulemaking Board.
City of Clearwater, Rorlda
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2.4. FIRM PERSONNEL
A. List personnel to be assigned to the City engagement, both primary and backup personnel.
Please Include resumes.
B. Describe the education and experience, particularly as it relates to service In a financial
advisory role for a florida governmental unit, of each staff member to be assigned to the
engagement. Indicate notable achievements such as books or articles written,
memberships, and offices held In professional organization and outstanding on-the-job
accomplishments.
David R. Thornton (Vice President) will have primary responsibility for the day-to-day contact with the
City. ' Mr. Wendell Gaertner (Vice President) will provide backup support for this engagement. The
firm's pricing/marketing and retail/institutional sales support will be provided by Mr. David Johnson
and Mr. Mark Magee of our St. Petersburg headquarters. Our complete organizational chart and
background information on each member follow.
This is an exceptionally strong team we are offering to the Cirl of ClearNater and Mr. Thornton is ideal
as the primary contact due to his ongoing experience as financial advisor to the City of Clearwater. All
of these professionals are located in St. Petersburg.
City of Clearwater
Raymond James & Associates
DAVID R THORNTON
Project Manager
~~NDELLG.GAERTNER
Co-Project Manager
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JOHN P. GEJ'Io'ERALLI DAVID W. JOHNSON MARK MAGEE
Financial Analyst RetaillTnstitutional Sales RetaillTnstitutional Sales
Investors
City of Clearwater, Rorida
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MIWtOR. THORNTON
Vice President, Public Rnance
St. Petersburg, Florida
SPECIRC MUNICIPAL EXPERIENCE:
Mr. Thornton joined the Public Rnance Department of Raymond James in February, 1989. Since that
time, he has been directly involved in tax-exempt financings for various types of issuers in Florida,
Alabama and South Carolina. Acting in the capacity of financial advisor, Mr. Thornton has handled
price negotiations and held competitive bids. As senior managing or sole underwriter, he has
successfully closed a wide range of bond issues utilizing pledges such as general obligation, lease
purchase, gas tax, sales tax, landfill tipping fees and utility revenues. Since January 1, 1993, Mr.
Thornton served as the primary banker where Raymond James was either Rnancial Advisor or Senior
Managing Underwriter on 16 issues totaling $282,438,000 in par amount. In addition to work directly
related to the issuance of bonds, Mr. Thornton has recently been involved in the application of a
number of escrow restructuring and other investment techniques involving bond proceeds.
BROAD PROFESSIONAL BACKGROUND:
Prior to joining the Public Rnance Department of Raymond James, Mr. Thornton worked for two years
as an institutional bond salesman on the trading floor at Raymond James. During that time he
obtained his Series 7 and Series 63 Securities licenses. His primary function was the selling of both
taxable and tax-exempt investment securities to institutional investors. While so engaged, he was
directly involved in the selling of negotiated and competitive municipal bond issues in the primary
market.
EDUCATION AND RELATED CREDENTIALS:
Mr. Thornton has a Bachelor of Science degree in Criminal Justice from Rollins College where he
graduated with honors. He is a Registered General Securities Principal and has also completed one
year of the Chartered Rnancial Analyst Program. He has also taken numerous business courses at
the University of Rorida and the University of Central Rorida.
WENDELL G. GAERTNER
Vice President, Public Rnance Department
St. Petersburg, Rorida
SPECIFIC MUNICIPAL RNANCE EXPERIENCE:
Mr. Gaertner joined Raymond James in 1989. In additional to his underwriting experience, Mr.
Gaertner has served as lead Rnancial Advisor on municipal issues totaling $800 million. These
include the City of Miami, the Housing Rnance Authority of Pinellas County and the Housing Rnance
Authority of Dade County. He has served as senior manager or financial advisor to clients in a variety
of states including Rorida, Illinois, Michigan, Texas and West Virginia. While maintaining an emphasis
on general governmental financings, he has experience in water and sewer utility financing, solid
waste system financing, healthcare financing, tax increment financing, and single family and
multifamily housing financing. Mr. Gaertner has been a speaker addressing tax increment financing
for the Rorida Redevelopment Association and the Illinois Tax Increment Association. He is a member
of the Association of Local Housing Rnance Authorities and the Florida Association of Local Housing
Rnance Authorities.
BROAD PROFESSIONAL BACKGROUND:
Prior to joining Raymond James, Mr. Gaertner was a Corporate Banking officer with Barnett Bank of
Tampa. While at the Bank he was involved in corporate and real estate credit analysis, commercial
loan underwriting and corporate business development.
City of Clearwater, Rorida
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EDUCATION AND RELATED CREDENTIALS:
Mr. Gaertner received his Masters in Business Administration in 1987 from Stetson University in
DeLand, Florida. He is a 1984 graduate from the University of Miami with General Honors and a major
in chemistry and a minor in mathematics.
JOHN P. GENERALLI
Rnancial Analyst, Public Rnance
SPECIFIC MUNICIPAL EXPERIENCE:
Mr. Generalli has worked on a variety of financings in his tenure with Raymond James & Associates.
He has been responsible for the structuring of preliminary and final refunding, new money, and
multipurpose bond issues for municipalities throughout the Midwest, Mid Atlantic and Southeast. Mr.
Generalli also develops models to match the cash flow characteristics between bond proceed
investments and debt service liabilities.
BROAD PROFESSIONAL BACKGROUND:
Prior to joining Raymond James, Mr. Generalli served as an Information Systems Officer for the United
States Army. While a member of the U.S. Armed Forces, he commanded a 300 person Information
Systems Company. He developed Information Systems programs to advance the distribution of
battlefield information along the demilitarized zone in Korea.
EDUCATION AND RELATED CREDENTIALS:
Mr. Generalli received his Master of Business Administration degree from the University of South Carolina
in Columbia, South Carolina where he specialized in Rnance.. Mr. Generalli also holds a Bache!or of Arts
degree in Management-Rnance from Eckerd College in St. Petersburg, Florida. He is also a NASD
Registered General Securities Representative.
DAVID W. JOHNSON
Senior Vice President, Municipal.Bond Department
St. Petersburg, Florida
Mr. Johnson will be responsible for pricing the bonds and providing up to date information on interest
rates and market conditions. His knowledge will help insure that the bonds are sold at the lowest
interest rate. Mr. Johnson joined Raymond James in May of 1990 as the Senior Municipal Trader and
Underwriter, bringing over 18 years of securities experience to the firm. Mr. Johnson prices all new
issues for Raymond James and manages the inventory and trading of the secondary market.
Prior to joining Raymond James, Mr. Johnson was Vice President, Dean Witter Reynolds, Inc. where he
traded for their Florida Municipal Bond Region. He also served as Vice President, Capital Markets for
Smith Barney, Harris Upham & Co., Inc., managing their Southeast Region from 1983 to 1987. Mr.
Johnson holds a 'NASD Series 7 license. He has served on the Board of the Florida Municipal Bond
Club and held various offices in the organization.
MARK MAGEE
Senior Vice President, Municipal Rxed Income Department, Manager, Municipal Bonds Department
St. Petersburg, Florida
Mr. Magee joined Raymond James in June 1993 bringing 13 years of municipal experience. He served
Kemper as Executive Vice President and Manager of Municipal Sales Trading and Underwriting. Prior
to that, he was Manager of Municipal Trading for Blunt Ellis, having joined that company in 1986 after
five years with Rrst Chicago Capital Markets. He has devoted considerable time to the identification
of intra and inter-market yield relationships so asto identify market opportunity.
Mr. Magee is a 1980 graduate of Notre Dame where he received a B.A. in Business Administration.
City of Clearwater, Rorlda
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C. For each prop()sed member of the engagement team, give an indication of the extent of
their availability.
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All the personnel assigned to the City will be working from our headquarters in St. Petersburg,
approximately a ten mile drive from the City. Mr. Thornton is a customer of the Clearwater Gas System
and lives less than five miles from City Hall. Since his association with the City of Clearwater, Mr.
Thornton has attended night meetings until quite late, picked up items from the City early in the morning
before work, responded to the City on short notice and written memos at their request from his home
while on vacation. He would anticipate remaining this available.
The City's other primary contact, Wendell Gaertner will be responsive to the City's needs, as will John
Generalli in his analytical capacity. Mr. Gaertner is in Clearwater regularly in his role as Rnancial Advisor
to the Housing Rnance Authority of Pinellas County. It would be highly unusual for more than one of these
three people to be unavailable to the City for any extended period of time during any given day.
City of Clearwater, Florida
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2.5. PLAN OF FINANCING
A. Indicate the steps your firm would follow in developing a financial plan and the
corresponding duties and responsibilities the firm would assume.
In all of our actions, our scope of services is first defined by our Corporate Pledge.
The Raymond James Pledge:
Our business is people and their financial well-being. Therefore, in the pursuit of our goals, we will
conduct ourselves in accordance with the following precepts:
. Our clients always come first.
. We must provide the highest level of service with integrity.
. Assisting our clients in the attainment of their financial objectives is our most worthy
enterprise
. We must communicate with our clients clearly and frequently.
. Our investments and services must be of superior quality.
. Teamwork, cooperating with and providing assistance and support to our fellow Associates, is
fundamental to sustaining a quality work environment which nurtures opportunities for
unparalleled service, personal growth and job satisfaction.
. Continuing education is necessary to maintain the timeliness of investment knowledge, tax
laws and financial planning techniques.
. Innovation is requisite to our survival in a changing world.
. To emulate other members of our industry requires that we work hard; to excel beyond our
peers requires us to provide an even higher caliber of service to our clients.
. We must give something back to the communities in which we live and work.
We believe the precepts stated in the Raymond James Pledge interlock with the scope of services
required to develop a financial plan:
~. Review and analyze existing financial resources.
We carefully study all of the financial resources of our clients prior to recommending any type
of financing. If it is desirable, we prepare an annual statement of all revenues and debt that
is used by the client and ourselves in dealing with the rating agencies, bond insurers, and the
investment community.
2. Review and analyze the legal structure of the City as to Its ability to Issue debt
The legal structure of the City is an important factor in its ability to issue debt. We will work
with the City Attorheys and Bond Counsel to assure the proper issuance of debt.
City of Clearwater, Florida
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3. Review all relevant data pertaining to the purpose of the debt including recommendations
as to other data needed for proper marketing and sale of the debt issue.
Our familiarity with the local area and role as financial advisor to Pinellas County makes it
easier for us to do a meaningful review of the disclosure information.
4. Recommend possible changes to the existing financial resources In conjunction with debt
issues or to assist In obtaining bond rating Increases.
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Raymond James continually monitors a financing to insure that our clients obtain the lowest
possible interest rates at the best possible terms. Obtaining the highest possible bond rating
is an important step in fulfilling our goal. As we indicated in our response concerning our
rating agency experience, this is best accomplished by understanding the rating agency
concerns and developing meaningful responses to them.
There are two major areas on which we focus in order to maximize a bond rating.
Structure - Efficient structuring is finding the balance between our client's desires and
resources and desires and requirements of the investment community.
As an example, Wendell Gaertner of the financing team has served the City of Miami as
financial advisor since 1989. To help support a redevelopment financing by an agency of the
City, the City agreed to pledge $300,000 in annual lease income from the Miami Arena to the
bond issue. The rating agencies, however, did not have any experience with these lease
revenues and were discounting the support provided by the $300,000. We worked out a
structure whereby the City kept the lease income and substituted $300,000 of a well-known
municipal tax which was paid from the State. This restructuring during the course of a
financing balanced the City's desire to support the financing with the rating agencies' desire
to be able to quantify that support.
Communication - In addition to efficient structuring, the rating agencies look for fast,
complete and honest communication with issuers.
In addition to the innovative structuring described above, the City of Miami also maintains a
constant dialog with both Moody's and S&P. The City keeps the rating agencies informed as
to all major changes and developments within the City as they occur. In addition, a formal
delegation from the City, including the Mayor, the City Manager, the Rnance Director and
other officials of the City and their Rnancial Advisors, meets with both rating agencies twice a
year. This on-going personal communication which we coordinate avoids surprises on both
sides.
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2.5. PLAN OF FINANCING
B. Describe the technical and legal support services available to your firm and how they would
be utilized In the formulation ofthe financing plan.
Raymond James has a variety of technical and legal support services which would be utilized in
providing financial advisory services to the City. Specifically, the Public Finance Department has
immediate access to in-house counsel in addition to our own Quantitative Analysis Group.
The manner in which these resources are utilized will depend on the client's needs. That is, in the
development of a financial plan (i.e. long-term capital improvement program) the Public Finance
Department will interact with our counsel regarding. the ramifications of current laws and anticipated
changes on the City's plan. Our Quantitative Analysis Group will analyze the City's debt structure and
capacity and be able to compare it to similar municipalities through an advanced integrated
spreadsheettechnique we have previously used. Our systems would then enable us to determine not
only the impact on the issuer of the operating and maintenance expenses of the proposed projects
but also the external financing needs of the City. .
With respect to a specific financing, the roles of the in-house counsel and quantitative groups change
somewhat. Our in-house counsel would ensure that proper due diligence has been conducted in
addition to monitoring compliance with the myriad of regulations concerning the issuance process.
Importantly, our Quantitative Analysis Group would review and confirm the numerical analysis provided
by theUnderwriter(s) for a particular financing. Our quantitative group would also perform the vital role
of working with the underwriters and City representatives to determine the optimal issue structure.
This would be achieved by utilizing in-house software programs which would enable the City to
compare the benefits, for instance, of issuing current interest vs. capital appreciation bonds. The City
would also be able to maximize its arbitrage earnings by utilizing our portfOlio substitution programs
which monitor the yield of the invested proceeds. Additionally, we have developed software which
would enable us to analyze the City's outstanding debt for refunding and escrow restructuring
candidates and the subsequent effects of transferred proceeds.
In conclusion, Raymond James has the technical and legal resources to provide the City with
innovative financing ideas which can be executed in a realistic timeframe to meet the City's needs.
City of Clearwater, Florida
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2.5. PLAN OF FINANCING
DI
Indicate the extent to which your firm would consider alternatives to traditional municipal
bonds in developing the financing plan; describe in detail your firm's related experience,
Mming firm members and other personnel involved in successfully designing and
implementing alternative financing for municipal clients.
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Raymond James doesn't keep a data base on alternative forms of financing so it is difficult to produce
an itemized list like the ones for bond issues. The most frequently used alternatives to commercial
bond issues are bank loans, FmHA loans, State Revolving Fund Loans and pay-as-you-go approaches.
Mr. Thornton has participated in three FmHA loans (the City of Bunnell and two at the Immokalee
Water and Sewer District), one State Revolving Fund Loan (The City of Edgewater), and numerous
situations where bond issues were pitted against bank loans for pay-as-you-go approaches. (Taylor
County, Columbia County and Suwanee Count to name a few.) Mr. Thornton has also invested a
substantial amount of time in trying to directly place the City of Clearwater's debt with institutional
investors, and he has researched the selling of the City's debt directly to retail investors.
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2.5. PLAN OF FINANCING
D. Describe typical circumstances under which the firm would recommend competitive versus
negotiated sales of debt Issues. Indicate the role your firm would playas financial advisor
under each methods of sale. Descrlhe In detail your firm's experience with each method of
sale.
Municipalities have two alternate underwriting procedures to evaluate and then choose between when
issuing bonds, either a competitive bid or a negotiated sale. Depending on the factors involved in the
bond issue, one method may be preferred over the other. In a negotiated sale, the investment banker
or bankers obtains the exclusive right to package, underwrite and distribute the new issue. In a
competitive bid, a public auction is held in which a bond issue is sold to the underwriter whose bid
results in the lowest interest cost to the issuer.
N.egotlaWLSaIe
The underwriter in a negotiated sale is under an exclusive agreement with the issuer. The primary
points of negotiation are the coupon rates of the bonds and the purchase price. In a negotiated sale,
the underwriter takes on various origination duties that may include the following: developing a
financial plan, preparing the prospectus and other sales documents, .securing a credit rating,
establishing a sale date, and providing general financial advice regarding the structure of the issue
and the use of the proceeds. During this origination phase, the underwriter may pre-sell a portion of
the issue while examining market conditions.
The risk incurred by the underwriter in a negotiated sale is less than that borne in a competitive bid.
Since the underwriter has the advantage of evaluating market conditions and assessing, pre-sale
information, the underwriter may decide to postpone or accelerate the sale of the issue.
The costs associated with this type of sale may be greater due to the added services provided with
origination and due to the monopolistic status, if the financial advisor does net properly uphold their
role in the pricing
Competitive Bid
A competitive bid is a method of submitting proposals for the purchase of a new issue of municipal
securities by which the award is made to the underwriter presenting the best bid according to criteria
established by the issuer.
. As opposed to a negotiated sale, no origination services are provided in a competitive bid. In
addition, the risk borne by the Gompetitive bidder is greater due to the quicl( underwriting procedure.
Pre-sale marketi!lg is kept to a minimum resulting in greater risk. The cost savings to the issuer,
however, does increase with a greater number of bids, resulting in lower interest costs.
D~termlning.!neJy.p-~oLSale
There are six factors to consider when evaluating an issue in order to determine the type of sale that
would most benefit the issuer.
1. A large issue:
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Larger issues require more aggressive marketing to attract the attention of retail sales forces.
During a negotiated sale, the underwriter has the time to pursue the marketing required.
2.
The timing of the issue:
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During unstable market conditions, i.e., rates changing from day to day, a negotiated sale will
assist in pinpointing a time for successful market entry. The underwriter can evaluate the
situation and postpone or accelerate the issue as necessary.
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A complex or innovative structure:
With this type of issue, the negotiated underwriter offers ample opportunity to explain the
transaction to the marketplace to target buyers. Where market timing is key to achieving a
target amount or percentage of present value savings, a negotiated issue provides needed
flexibility.
4. The rating of the issue:
If the rating of the issuer is expected to be low or if an upgraded rating is desired, negotiated
financing offers the added rating anaiysis expertise.
5. A "Story Bond":
A story bond is one that is not only complex, but one in which the issuer may have
experienced significant political or economic changes, or newsworthy and complicated
construction projects. In this case, a negotiated underwriter can better explain these unusual
circumstances to the marketplace prior to the date of issue.
6. A new issuer or administration:
If either the issuer or the administration is new, it is important to create a positive image in
order to maintain a strong market identification and a prominent continuing position in the
~econdary market. A negotiated sale could produce this type of image.
A competitive sale is recommended in the following circumstances:
1. The credit markets are stable with only slight changes in interest rates on a daily basis.
2. The credit of an issue is strong and well known leading to easy acceptance by investors with a
minimum of explanation by the sales force.
3. Simple, straight forward structure such as 3o-year fixed rate bonds with no hookers such as
put bonds or zero coupon bonds.
4. Strong issuer financial condition. This helps make the sales process simple, minimizing risk to
the purchasing underwriter and inducing him to pay the best price for the bonds. A "MIG-1"
rated TAN issue is also a good candidate for a competitive sale.
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Please find below a chart which divides our Rnancial Advisory experience into negotiated and
competitive issues:
Financial Advisory Experience
COMPETITIVE NEGOTIATED
Number of Issues Amount Number of Issues Amount
1986 - - 1 $ 300,000,000
1987 - - 11 $ 165,365,000
1988 3 $ 40,400,000 9 $ 79,925,257
1989 4 $ 39,662,168 19 $ 210,490,824
1990 - - 16 $ 192,778,742
1991 3 $ 100,420,000 20 $ 391,117,785
1992 9 $ 113,110,000 23 $ 471,253,369
1993 13 $ 260,953,000 36 $1,420,500,543
1994 9 $ 156,875,000 14 $ 446,059,017
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E.
Indicate the activities your firm would undertake in facilitating the sale and marketing of
the City's debt issue. Describe in detail related experience with such activities.
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After developing the financing plan as detailed in our response to Question 2.5.A., Raymond James
would complete the following steps to market the bonds:
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1... Design suitable maturity schedules for payment of principal and Interest.
With a fully-staffed Quantitative Group, Raymond James has the in-house computer ability to
analyze various debt structures in order to design the maturity structure that meets the City's
financial goals and cash flow resources.
For example, we recently priced a refunding bond issue for the City of Sharon, Pennsylvania.
The City wanted to realize the debt service savings as early as possible. . The ,State
Department of Community Affairs, however, has to approve all bond issues and they wanted
to see principal and interest payments begin immediately, restricting our ability to defer debt
service and realize up-front savings. We used a combination of our "cal")ned" software and
custom-designed spreadsheets to develop a maturity schedule that provided savings during
the early years and still satisfied the Department of Community Affairs.
While serving as financial advisor to York County, South Carolina on a general obligation
refunding of a. COP issue, we structured the maturity schedule to provide savings to offset
another obligation the County was faced with, thereby eliminating the possible need for a tax
increase.
2. Analyze and make recommendations as to any discount to be offered as an inducement to
sale.
As a full-service securities firm with trading desks in St. Petersburg, Chicago and New York,
Raymond James is continually involved in bond issues as both an underwriter and a financial
advisor. This allows us to know first-hand what level of discount, if any, is required in any
particular market condition to successfully sell the City's bonds.
3. Analyze and recommend on any call provisions to be included In the debt Issue.
Just as our Trading Desks' constant municipal activity allow us to know what discount
investors and underwriters will require, we are also constantly aware of what type of call
provisions are necessary to sell the bonds. Rnding the right balance between the call
protection desired by investors and future flexibility for the City is an important part of our on-
going financial advisory service.
4. Assist in the determination of the registration agent or paying agent for the debt Issue.
Raymond James has developed a standard two page Request For Proposals for use when
selecting a registration agent or paying agent. Because we advocate the use of book-entry
bonds, however, the tasks of the registration agent and paying agent are much simpler and
we can solicit bids from a larger number of qualified banks.
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5. Develop In conjunction with the City a calendar of events for the sale.
Raymond James will develop a financing calendar designed to close the bond issue as quickly
as possible while still giving all participants adequate time to professionally complete the
required tasks. As financial advisor, we are the quarterback of the financing team and our job
is to insure that everyone involved is informed of and adheres to the established calendar.
6. Detailed review of the official statement to Insure It's value.
Raymond James maintains a library on CD-ROM of all Official Statements issued throughout
the Country to help insure that the City's official statements are accurate, complete and
acceptable in form and ccntentto the investment community.
Raymond james will also coordinate the printing of the official statement and will solicit bids
for printing services to insure the lowest possible cost to the City.
7. Review the security agreement prepared by the bond counsel.
Raymond James w111 carefully review ALL aspects of the debt Issue, Including the
documents drafted by bond counsel.
8. Assist In preparing and presenting any and all Information required tp receive a bQnd rating.
Raymond James has extensive experience with the rating agencies and has been successful
in getting several clieritsupgraded. In other instances, our continuous communication has
served to avoid downgrading as described in our response to 2.3.E. Rnally, we have
succeeded in getting insurance commitments for several clients. that had previously been,
turned down. In all cases, our successes were the result of proper presentation of material
In a manner designed to capture the best possible results.
9. Develop a comprehensive list of potential purchasers of the debt :ssue, providing each
. potential purchasers with all relevant Information and documents concerning th~ debt
issue.
Since they are constantly in the tax-exerT1pt market, our Trading Desks maintain active
contacts with all major bond investors. Our Public Rnance Department has on-going contact
with the national, regional and local underwriters. We merge the two lists to insure maximum
participation in the bond issue. This increases the number of bidders should help reduce the
City's interest cost.
:10. Recommend the most advantageous time to market the debt Issue.
Our Rxed Income Research Department monitors trends in the market to predict future
behavior. We combine the resources of our Research Department and our Trading Desks to
predict the optimum time to market the issue based on interest rate trends, government
reports, economic indicators, supply and demand, competing issues and investor response.
:1:1.. Assist with all required publications ;:md legal notices.
Raymond James will assist the City, legal counsel and the registrar/paying agent in posting all
required legal notices pertaining to the required meetings, the bond sale and the redemption
of any outstanding bonds.
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:12. At the time of sale, supervise the receiving, tabulation and certifying of the bids received.
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David Thornton and/or Wendell Gaertner will be at the City to supervise the bid process. To
provide undivided attention to the tabulation and ranking of the bids, Raymond James
maintains a full-service Quantitative Group within our Public Rnance Department. One of our
analytical professionals will either be on-site with portable computers and printers or at our
main office with a dedicated fax machine to review, tabulate and certify the bids received.
This separation of duties allows the lead advisor to focus on the format of the bids to insure
all bids are proper, legal and binding, as well as answer any questions from the City staff or
Commissioners.
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:1.3. Recommend to City Commission regarding the acceptance or rejection of bids.
Raymond James will review every bid and recommend the acceptance or rejection of each. As
a national firm, we have supervised and submitted bids all over the Country and are familiar
with legal requirements and potential problems. For instance, recently we participated in a
public sale which allowed bids to be delivered via fax machine. We sent our bid fifteen
minutes before the deadline and our receipt showed that it was received by the issuer before
the deadline. What no one realized, however, was that the receiving fax machine was jammed
and was storing bids in memory and printing them out later. Even though the fax machine
received our bid prior to the deadline, it did not print out the bid until after the deadline. The
Notice of Sale was silent as to this possibility.
This type of direct knowledge is crucial when preparing for a public sale. For instance, we now
recommend that if an issuer decides to accept fax bids, the Notice of Sale should clearly
state that the fax must be printed prior to the deadline and the issuer takes no responsibility
for jammed fax machines, lack of paper, busy machines or other occurrences.
If there are any ambiguities concerning a bid, we will review the situation, consult with City
staff and legal counsel, and then provide a firm recommendation to the City Commission. In
every case we will review every bid and recommend the acceptance or rejection of each.
:1.4. Coordinate the printing and delivery of the bonds.
Raymond James takes the lead to insure that all of the necessary tasks are completed
between sale and closing. We do not, however, follow a generic checklist but rather develop a
specific, detailed checklist as part of the timetable for each issue.
For example, the task listed above, "Coordinate the printing and delivelY of the bonds" may
not even be needed. Raymond James has been successful throughout the Country
underwriting and advising on issues that are sold "book-entry" and do not require printed
bonds. Book-entry bonds are bonds whose ownership records are kept in a centralized
computer file. Sales and transfers are completed electronically, avoiding the need for the
physical transfer of the bonds. For an issuer, book-entry bonds avoid the need to spend
several thousand dollars printing bonds. We are also able to get lower paying agent bids
since interest and principal payments are also handled electronically
1..5. Assist with all bond closing activities.
Just as we are committed to make sure all tasks are completed between pricing and closing,
we are committed to make sure closing is smooth and uneventful. We use our local presence
to insure that all information required from or to be supplied to the City is collected and
distributed on time.
Raymond James is also committed to maintaining our relationship and making sure the debt
issue remains smooth and uneventful. For example, Mr. Gaertner closed a Michigan bond
issue in 1992 for Pine Rest Christian Hospital in Grand Rapids. As part of our on-going
monitoring, last month we identified an alternative debt service reserve investment that
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provided both a higher yield and up-front cash to the Hospital. Please contact Bill Ver Hulst,
Director of Finance for Pine Rest Christian Hospital at (616) 455-5000 for a personal
reference on our on-going commitment. This type of attention to details even after the bond
issue is closed is an important part of our corporate "Service First" policy.
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2.5. PLAN OF FINANCING
F. Describe the duties and responsibilities the firm would perform and assume in a refund
operation for purposes of refinancing the City's existing debt. Indicate your firm's
experience in this area.
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Our duties and responsibilities would be the same as for any other bond issue with the addition of:
1. providing and/or reviewing savings analyses to determine the level of savings available;
2. providing specific recommendations to the City as to whether or not they should proceed based on
the indicated level of savings versus such things as possible lost future opportunities,
3. recommending the use of SLG's or open market securities to fund the escrow. Bidding out the
purchase of open market securities, if that route is in the best interests of the issuer, and;
4. coordinating with and reviewing the work at the verification agent and the escrow agent and those
related documents.
The majority of bond issues done by Raymond James in 1992 and 1993 were advance refundings.
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2.6. CONTRACT AND COMPENSATION
A. Please furnish a proposed contract Including fee proposals.
FINANCIAL ADVISOR'S AGREEMENT
THIS AGREEMENT made this _ day of _, 1995 by and between the City of
ClearNater, Rorida, hereinafter referred to as the "City", party of the first part, and Raymond James &
Associates, Inc., St. Petersburg, Rorida, hereinafter referred to as the "Rnancial Advisor", party of the
second part;
WITNESSETH:
WHEREAS, the City has determined that there is a periodic need to review capital
projects within the City; and
WHEREAS, the City has determined that external funding may be required for these
projects; and
WHEREAS, the City has determined that the most feasible method of securing the
required funds is through obtaining funds from various financial markets; and
WHEREAS, a qualified financial advisor is required to assist in the preparation of plans,
studies, analysis and recommendations to market the financial plans; and
WHEREAS, the City has determined that the Rnancial Advisor is qualified to perform the
required services hereinafter set out;
WHEREAS, the Rnancial Advisor will provide advice to the City regarding the feasibility of
issuing the financial contracts and instruments on behalf of the best interests of the City.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
SEaV1CJ~S_IO_J3ilEREORMED_B),--'IHEBNANC.IALAD.l'JS...OR:
The Rnancial Advisor hereby agrees to perform the services described in th8 Proposal
for Rnancial Advisor for the City of Clearwater, Rorida dated January 30, 1995 in connection with the
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authorization, sale and delivery of financial arrangements on behalf of City capital needs subject to the
conditions and in consideration of payments as hereinafter set forth.
EEE5-eALD...I.O FINANCIAL ADVISOR FOR...SEEMCES.:
The Rnancial Advisor's fee shall be as follows:
1) Work Directly Related to Bond Issue
$10,000 plus $0.75 per $1,000 par amount of bonds issued. In addition, reimbursement
for expenses not exceed $2,000 per bond issue, unless prior approval received from the
City. Bond work could also be negotiated on an hourly basis if the City so desires.
2) Work Not Directly Related to a Bond Issue
Work not directly related to a bond issue will be billed on an hourly basis in accordance with
the following rate schedule:
$150 per hour for Vice President staff
$125 per hour of Assistant Vice President staff
$100 per hour for Analysts
Expenses not to exceed $1,000 per project without the prior apprcval of the City.
COSIS PAID BY THE CITY:
The Issuer agrees to pay all costs of the bond issue, including but not limited to; fees for
attorneys of the Issuer, fee of Bond Counsel, rating agency fees, insurance coSt3, 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-state traveling expenses of the Rnancial Advisor.
GENERA~ONDITIONS.:
A. It is distinctly understood that Raymci1d James & Associates, Inc. will not participate, either
directly or indirectly, as an underwriter in the sale of these Bonds. It is agreed that we may
however, purchase or sell any of such Bonds in the secondary market after the expiration of
the underwriting period.
B. Should financing fail to materialize, the Issuer shall not be financially obligated to Raymond
James except as to reimbursement of such expenses as may be hereinafter approved by
the Issuer prior to their being incurred.
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C. Should, in the course of perfonning services described in this Agreement, the Issuer
determines that the additional work products are desired of Raymond James, and should
Raymond James accept such assignments, then this Agreement may be amended in writing
as mutually acceptable to the parties to provide for accomplishment of such additional work
products and the basis of payment therefore.
D. This Agreement shall be in full force and effect for a period of three years from the date of
execution hereof provided, however, that the Issuer 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.
E. 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.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first
above written.
RAYMOND JAMES & ASSOCIATES, INC.
David R. Thomton
Vice President, Public Finance
THE CITY OF CLEARWATER, FLORIDA
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2.6. CONTRACT AND COMPENSATION
B.
Describe the firm's proposed fee schedule for the proposed services and for various
alternative financing methods. Indicate the impact on the fee structure of a competitive
&ale versus a negotiated sale.
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FEES PAID TO FINANCIAL ADVISOR FOR SERVICES:
The Rnancial Advisor's fee shall be as follows:
1) Work Directly Related to Bond Issue
$10,000 plus $0.75 per $1,000 par amount of bonds issued. In addition, reimbursement
for expenses not exceed $2,000 per bond issue, unless prior approval received from the
City. Bond work could also be negotiated on an hourly basis if the City so desires.
2) Work Not Directly Related to a Bond Issue
Work not directly related to a bond issue will be billed on an hourly basis in accordance with
the following rate schedule:
$150 per hour for Vice President staff
$125 per hour of Assistant Vice President staff
$100 per hour for Analysts
Expenses not to exceed $1,000 per project without the prior approval of the City.
We would propose the same fees for competitive and negotiated sales.
As a general rule, competitive sales require more work on the part of the Rnancial Advisor since there
is no underwriter to perform any of the structuring and analytical tasks. However, in their role as
Rnancial Advisor, Raymond James has always recommended competitive bids whenever it seemed
appropriate without expecting additional compensation. On the other side of this issue, we consider it
dangerous to underpay the Rnancial Advisor on a negotiated issue as the temptation will be to let the
underwriter perform much of the work and control the financing. This is not in the City's best interest
as the underwriter has no fiduciary relationship to it.
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2.6. CONTRACT AND COMPENSATION
C. Consulting services may be requested In situations that do not Involve a debt issue. If you
Intend to bill for such services, please provide a proposed billing procedure (such as hourly
billing rates).
Work not directly related to a bond issue will be billed on an hourly basis in accordance with the following
rate schedule:
$150 per hour for Vice President staff
$125 per hour of Assistant Vice President staff
$100 per hour for Analysts
Expenses not to exceed $1,000 per project without the prior approval of the City.
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2.6. CONTRACT AND COMPENSATION
D. Indicate your firm's policy regarding out-of-pocket and or indirect cost expenses; if your firm
proposes reimbursement from the City, please itemize the types of expense and basis of
billing for each.
Out-of-pocket expenses will be itemized for approval of the City. They include mailings (Le., overnight
service), long distance calls (Le., conference calls with staff and rating analysts), computer research
time share services, copying, and travel.
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