FINANCIAL ADVISOR SERVICE
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Financial Advisor Service Agreement
THIS AGREEMENT made this L day of ~, 2000 by and between the City of
Clearwater, P.O. Box 4748, Clearwater, Florida IP.758: ~::einafter referred to as the "City",
party of the first part, and Banc of America SecurIties, LLC, 400 North Ashley Drive, Second
Floor, M.S. FLI-0I0-02-08, Tampa, Florida 33602, 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 Proposal 75-98 to perform the required services
described herein
WHEREAS, First Union Capital Markets performed the requested services until the City
terminated their Agreement and entered into this Agreement with the Financial Advisor.
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 75-98 Financial Advisor
Services in connection with the 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. 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.
Financial Advisor Services
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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.
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
bond market conditions, compute accuracy of bids received, and prepare formal
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 Commission 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 issue: $25,000 per bond issue up to a par amount of
$15,000,000. Bond issues in excess of $15,000,000 in par amount will be $25,000 plus $0.50
per $1,000.00 in par amount of bonds in excess of $15,000,000. The Financial Advisor will
be paid $0.35 per $1,000.00 par amount of bonds issued in addition to the fees previously
discussed for all bond issues completed on a competitive basis not to exceed $7,000. In
addition, the financial advisor will receive reimbursement for expenses not to exceed
$2,000.00 per bond issue, unless prior approval is received from the City.
2. Work not directly related to a bond issue: To be negotiated on a per project basis.
Expenses shall not to exceed $2,000.00 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 costs of the Bonds and the Official
Statement, advertising costs, traveling expenses of Officials of the City, and out-of-state
traveling expenses of the Financial Advisor.
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GENERAL CONDITIONS:
A. Financial Advisor agrees not to participate, either directly or indirectly, as an underwriter
in the sale of these any Bonds. 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 Financial
Advisor except as to reimbursement of 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
determines that additional work products are desired of Financial Advisor, and should
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 payment therefore.
D. This Agreement shall be in full force and effect for a period of one year 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 Financial Advisor of written notice at least
ninety (90) days prior to any such termination. The City will have the option to extend
this contract for up to two one-year periods at its sole discretion under the same terms and
conditions stated herein.
E. In the event that David R. Thornton 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) day prior to such termination. Upon
termination, City shall have no further obligation to the Financial Advisor for any
servIces.
F. 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.
G. 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 on 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 in an amount necessary
to protect the City for all services performed during the life of this agreement.
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Financial Advisor Services
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H. 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.
I. In the event either party seeks to enforce this agreement then both parties agree that the
prevailing party shall be entitled to attorney fees and costs and that such enforcement shall
be in a court of competent jurisdiction in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year
first above written.
Countersigned:
CITY F CLEARWATER, FLORIDA
1J!;.un~st I'-
Mayor-Commissioner
By:
Michael J. Roberto
City Manager
Approved as to form:
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Jon Carassas
Assistant City Attorney
Attest:
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BANC OF AMERICA SECURITIES,
LLC
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Financial Advisor Services