FINANCIAL ADVISOR SERVICE AGREEMENT.*
Financial Advisor Service Agreement
THIS AGREEMENT made effective as of the 17th day of October, 2012 by and between
the City of Clearwater, P.O. Box 4748, Clearwater, Florida 33758, hereinafter referred to
as the "City", party of the iirst part, and Stifel, Nicolaus & Company, Incorporated, 618
E. South Street, Suite 500, Orlando, FL 32801, herein after referred to as the "Financial
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 issued Request for Proposa133-12 to perform the required services
described herein for a five-year period.
NOW, THEREFORE, the City and Financial Advisor agree to the terms and conditions
stated as follows:
SERVICES TO BE PERFORMED BY THE FINANCIAL ADVISOR: The
Financial Advisor hereby agrees to perform the services described in RFP 33-12
Financial Advisor Services in connection with authorization, sale and delivery of
financial arrangements on behalf of City's capital needs subject to the conditions and in
consideration of payments as hereinafter set forth. The required services include, but are
not limited to, the following:
1. Review existing debt structure and financial resources to determine available
borrowing capacity and refinancing options.
2. Recommend appropriate financial structure for proposed projects.
3. Assist the City with the preparation of cash flow forecasts for proposed issues,
addressing debt service requirements and funding sources.
4. Provide advice on terms and features of bonds, timing and marketing of bond issues,
market conditions as they relate to future sales, and prices of outstanding bonds.
5. Advise on benefits of negotiated versus competitive bid sales for each issue and assist
in dealings with designated underwriter and legal counsel.
6. Assist the City in preparation of an official statement in conjunction with bond
counsel and the City.
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7. Arrange for the widest possible distribution of the official statement to bond
underwriters and potential investors.
8. Consult, as needed, with the City staff regarding various financing options or
concerns.
9. Assist the City in obtaining the highest possible credit ranking.
10. Assist with bid opening or negotiated sale with underwriter, as applicable, to advise
on recommendation on acceptability of preferred offer.
11. Assist with bond closings and coordinate printing, signing, and delivery of bonds.
12. Assist in selecting paying agents and other financial intermediaries as necessary.
13. Advise the City on proposed and actual changes in tax laws and financial market
developments that could affect City bond financing plans.
14. Attend City Council meetings and other scheduled City meetings as requested, with
reasonable advance notice.
15. Provide expert testimony at validation hearings.
FEES PAID TO FINANCIAL ADVISOR FOR SERVICES: The Financial Advisor's
fee shall be as follows:
1. Work directly related to bond issues: The Financial Advisor shall be paid at closing in
accordance with the following schedule:
Minimum Par Amount Maximum Par Amount Incremental Fee er $1,000*
$0 $25, 000, 000 $1.00
$25, 000, 001 $50, 000, 000 $0.90
$50,000,001 $75,000,000 $0.75
$75,000,001 Unlimited $0.50
*A minimum transaction fee of $20,000 shall be charged in connection with any financing.
2. Work not directly related to a bond issue: The Financial Advisor shall be
compensated for all non-bond issue related work as follows:
*Expenses shall not exceed $2,000 per project without the prior approval of the City.
COSTS PAID BY THE CITY: The City agrees to pay all costs of the bond issue,
including but not limited to: fees for attorneys of the City, fee of Bond Counsel, rating
agency fees, insurance costs, printing costs of the City, printing cost of the Bonds and the
Official Statement, advertising costs, traveling expenses of Officials of the City, and
traveling expenses of the Financial Advisor.
GENERAL CONDITIONS:
A. Financial Advisor agrees not to participate, either directly or indirectly, as an
underwriter in the sale of any Bond issued by the City. It is agreed that the Financial
Advisor may, however, purchase or sell any of such Bonds in the secondary market
after the expiration of the underwriting period.
B. Should financing not be obtained, the City shall not be financially obligated to the
Financial Advisor except as to reimbursement of such expenses as provided herein
and such expenses as may be hereinafter approved by the City prior to their being
incurred.
C. Should, in the course of performing services described in this Agreement, the City
determine that additional work products are desired of the Financial Advisor, and
should the Financial Advisor 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 payments
therefore.
D. This Agreement shall be in full force and effect far a period of five years from
October 17, 2012, however, that each of the City and the Financial Advisor 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 the non-
terminating party of written notice at least ninety (90) days prior to any such
termination.
E. The Financial Advisor agrees to assist the City as provided only on the basis that it is
expressly understood and agreed that the Financial Advisor assumes no
responsibility to the City or any person for the accuracy or completeness of any
information contained in any Preliminary Official Statement or Official Statement
issued in connection with the City's financings.
F. In the event that each of Matthew Sansbury (Senior Vice President) and Alex
Bugallo (Senior Vice President) should either leave Financial Advisor or be
permanently unavailable to assist the City 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 such termination.
Upon termination, the City shall have no further obligation to the Financial Advisor
for any services.
G. This agreement 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.
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H. Financial Advisor agrees to protect, defend, indemnify and hold the City and its
officers & employees harmless from and against any and all losses, penalties,
damages, settlements, costs, charges, professional fees or other expenses arising out
of or due to any grossly negligent act or omission of the Financial Advisor, or its
employees or agents. Financial Advisor shall procure and maintain professional
liability insurance with respect to the services performed during the life of this
agreement.
I. Financial Advisor agrees to transfer or assign to the City upon request, documents,
financial analysis, correspondence and memos produced by the Financial Advisor
for the benefit of the City.
J. Any dispute arising out of this Agreement or the performance hereof shall be
resolved in binding arbitration before the American Arbitration Association,
pursuant to its commercial arbitration rules. Venue for any such arbitration shall be
Pinellas County, Florida. EACH PARTY, TO THE EXTENT PERMITTED BY
LAW, KNOWiNGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS
RIGHT TO A JURY TRIAL IN ANY ACTION OR OTHER LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE SERVICES PROVIDED HERETO.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and
year first above written:
Countersigned:
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Mayor
Approved as to form:
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City Attorney
CITY OF CLEARWATER, FLORIDA
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City Manager
Attest:
City Clerk
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Witnesses:
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Stifel, Nicolaus & Company, Incorporated
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