BOND COUNSEL SERVICES (2)
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AGREEMENT FOR BOND COUNSEL SERVICES
BRYANT, MILLER 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 to legal feasi-
bility, compliance with applicable law and pending or proposed
revision to the law, including U.S. Treasury regulations.
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
informat~on 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 responsi-
bili ty 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
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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, engi-
neers, special consultants and attorneys.
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
exemption from gross income for federal income tax purposes of the
interest paid on the bonds.
For direct obligation City issues, the City agrees that the
Firm shall be compensated for the above services at the time the
bonds are delivered according to the following schedule for revenue
bonds issued by the City:
Fixed Rate
General
Obligation
Bonds*
Fixed Rate
Revenue
Bonds*
Variable Rate
Revenue Bonds*
FIRST $45,000,000
$45,000,000 AND ABOVE
@ $
@
.55
.45
@ $1. 40
@ 0.90
@ $1. 50
@ 1 . 00
*per $1,000
For conduit financings, the City agrees that the Firm shall be
compensated for the above services at the time bonds are delivered
according to the following schedule:
FIRST
SECOND
NEXT
NEXT
IN EXCESS OF
$ 5,000,000
5,000,000
10,000,000
10,000,000
30,000,000
@$5.00 per $1,000
3.00 per $1,000
2.00 per $1,000
1. 70 per $1,000
1. 00 per $1,000
The minimum fee for industrial development
bonds and private activity bonds is $30,000.
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Expenses will be capped at $7,500 but subject
to negotiation in unusual cases. The Firm
understands that fees for conduit financings
shall be paid by the obligor and not by the
city.
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
$150.00 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 notes.
It is understood and agreed between the parties that the city
will reimburse the Firm for reasonable out-of-pocket expenses,
whether or not bonds are delivered.
It is understood and agreed between the city and the Firm that
Randall W. Hanna and Leonard T. Marcinko will be the lead attorneys
assigned by the Firm to provide the services enumerated above. The
city in its absolute discretion may immediately terminate this
agreement upon written notice to the Firm if the services of either
of these attorneys are unavailable to the City because of disasso-
ciation with the Firm.
This Agreement shall be in full force and effect for a period
of two 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 termination.
Any provision of this agreement to the contrary notwithstand-
ing, 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, inac-
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curate 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 (10) 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.
Dated this ();).->>- day of OcJ.~J\.... , 1992.
ATtEST:
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City Manager
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hia 'E~. ,Goud~au, City Clerk
_ommissioner
Approved as to
form and legality: //('"
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M. A. Galbrai
City Attorney
BRYANT, MILLER AND OLIVE, P.A.
By: (2Jp)
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