BOND COUNSEL SERVICES
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AGh.imNT FOR BOND COUNSEL SEItIICES
BRYANT, l\ULLER AND OLIVE, P.A., a professional association organized
under the laws of the State of Florida, the address of which is 201 South
Monroe Street, Suite 500, Tallahassee, Florida 32301 (the "Firm"), agrees to
serve as Bond Counsel to the CITY OF CLEARWATER, FLORIDA, a municipal
corporation organized under the laws of the State of Florida (the "City"), and
as Bond Counsel will perform the following services:
1. Review proposed financing programs as
compliance with applicaable law and pending or proposed
including U.S. Treasury regulations.
to legal
revisions
feasibility,
to the law,
2. Advise as to structuring procedures, required approvals and filings,
schedule of events for timely issuance, potential cost-saving techniques and
other legal matters relative to issuance of the debt instrument(s).
3. Attend meetings with City staff and officials, the City's financial
advisor, underwriters, rating agencies and others as appropriate for
development or sale of bonds or dissemination of information in connection
therewith.
4. Prepare bond ordinances or resolutions and any amendments thereto
in order to authorize the issuance of the bonds.
5. Prepare any trust indenture; escrow deposit agreement; registrar or
paying agent agreement; and any other agreements or similar documents
necessary, related or incidental to the financing.
6. Prepare all pleadings (e.g. complaint, notice of service, proposed
answer, memorandum of law, proposed order, etc.) and, if requested by the
City Attorney, assist in or conduct the validation hearing.
7. Review the transcript of all proceedings in connection with the
foregoing and indicate any necessary corrective action.
8. If sale is by competitive bid, assist in preparation of the bid
documents, notice of sale, evaluation of bids and any other documentation or
action necessary to conduct a sale of the bonds in that manner.
9. Review all disclosure documents prepared or authorized by the City
insofar as such documents describe the bonds and summarize the underlying
documents. However, the Firm assumes no responsibility for the disclosure
documents insofar as such documents describe the financial circumstances of
the offering or any other statistical projections or data and the Firm assumes
no responsibility for preparing "Blue Sky Memorandums", registering obligations
of the City in any State or for preparing legal investment surveys.
10. Prepare, obtain, deliver and file all closing papers necessary in
connection with the sale and issuance of the bonds, including, but not limited
to, certified copies of all minutes, ordinances, resolutions and orders;
certificates such as officers, seal, incumbency, signature, no prior pledge,
arbitrage and others; and verifications, consents and opinions from
accountants, engineers, special consultants and attorneys.
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11. Review all underwriting proposals, prepare all closing documents
and attend and assist in the closing.
12. Render an opinion in written form at the time the bonds are
delivered, which opinion will cover (a) the legality of the bonds and the
proceedings by which they are issued and (b) the exclusion from gross income
for federal income tax purposes of the interest paid on the bonds.
The City
services at the
schedule:
agrees that the
time the bonds
Firm
are
sh8l1 be
delivered
compensated for the above
according to the following
Fixed Rate
General
Obligation
Bonds*
Fixed Rate
Revenue
Bonds*
Variable Rate
Revenue
Bonds*
FIRST $ 5,000,000 @ $0.50 @ $1.25 @ $1.50
SECOND 10,000,000 @ 0.50 @ 1.00 @ 1.25
THIRD 10,000,000 @ 0.25 @ 0.75 @ 1.00
FOURTH 25,000,000 @ 0.25 @ 0.75 @ 0.75
FIFTH 25,000,000 @ 0.25 @ 0.50 @ 0.50
SIXTH 25,000,000 @ 0.25 @ 0.25 @ 0.50
AND ABOVE
*Per $1,000
In addition to the services enumerated in paragraphs 1 through 12 above,
the Firm will prepare proposed legislation and assist in the passage of general
or special laws, if any, necessary to achieve a particular financing, prepare
ruling requests to the Internal Revenue Service for rulings required in a
particular financing, seek "no action" letters from the Securities and Exchange
Commission, if required, and perform any other services for which the Firm
has a recognized expertise if requested by the City. The fee for such
services would be performed at the rate of $125.00 per hour.
In the event bond anticipation notes are issued the fee for such notes
will be $.75 per $1,000 of notes issued irrespective of the amount of notes
issued, plus one-half of the bond fee for such issue payable upon delivery of
the no tes.
It is understood and agreed
reimburse the Firm for reasonable
bonds are delivered.
between the
out-of-pocket
parties that the City will
expenses, whether or not
It is understood and agreed between the City
W. Hanna and Leonard T. Marcinko will be the lead
Firm to provide the services enumerated above.
discretion may immediately terminate this agreement
Firm if the services of either of these attorneys
because of disassociation with the Firm.
and the Firm that Randall
attorneys assigned by the
The City in its absolute
upon written notice to the
are unavailable to the City
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.~ This Agreement~~l be in full force and effecJ 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
Bryant, Miller and Olive, P.A. of written notice at least ninety (90) days prior
to any such termina tion.
Any provision of this agreement to the contrary notwithstanding, the
Firm hereby represents and warrants to 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 professional staff working for the firm and identified in the
preceding paragraph, and the amount of computerized equipment available for
use by the firm are accurate and correct. The Firm 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, The Firm shall promptly notify City
thereof and City shall have the right of re-review of this agreement together
with the right to terminate this agreement by giving written notice at least ten
(0) days prior to any such termination. If the Firm should fail to promptly
notify City as required by this paragraph, 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.
7th day of September
, 1989.
Da ted this
CITY OF CLEARWATER, FLORIDA
By:
72<-;iz:1t
Ron H. Rabun, City Manager
ATTEST:
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Cyn\q ,::0 E.. "'Goudeau , City -Clerk
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issioner
Approved ~l;lS, to, ,,'
form and 'L.e~alHy:
J.t..L
M. A. Galbralth
City Attorney
BRYANT, MILLER AND OLIVE, P.A.
By: 12m u ;J..~