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BOND COUNSEL SERVICES (3) . , I I 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 continue to serve as Bond Counsel and Disclosure Counsel to the CITY OF CLEARWATER, FLORIDA (the "City"), a municipal corporation organized under the laws of the State of Florida. 1. continuation of CUrrent Services. The city currently intends to issue a Request for Proposals ("RFP") for firms to provide bond counsel services and/ or disclosure counsel services to the City, and to select one or more firms to provide such services as a result of the RFP, which services are to commence upon the expiration of the current contract between the Firm and the City. It is expressly understood and agreed by the Firm and the city that the Firm will continue providing Bond Counsel services and Disclosure Counsel services to the City on the matters set forth on Exhibit A attached hereto and herein incorporated by reference, and on such other matters as may be assigned by the City until a law firm is selected and approved pursuant to the RFP process, until the completion of such matters under the terms and conditions of its existing contract with the city (herein the "continuing services"), notwithstanding which firm or firms the City selects as its bond counselor disclosure counsel following the City's RFP selection process. It is further understood and agreed that in the event the Firm is selected by the City as its Bond Counsel and/or Disclosure Counsel, that, at the mutual option of the Firm and the ci ty , the continuing services may be incorporated into any new contract following such selection. 2. Services as Bond Counsel. As Bond Counsel will perform the following services: a. Review proposed financing programs as to legal feasibility, compliance with applicable law and pending or proposed revisions to the law, including U.S. Treasury regulations. b. 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). c. 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. d. Prepare bond ordinances or resolutions and any amendments thereto in order to authorize the issuance of the bonds. e(J " 02 --2 } tf - OV (3') ) I e. 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. f. 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. g. Review the transcript of all proceedings in connection with the foregoing and indicate any necessary corrective action. h. 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. i. 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. j. 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. k. Review all underwriting proposals, prepare all closing documents and attend and assist in the closing. I. 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. 3. Disclosure Counsel. As Disclosure Counsel, the Firm will prepare a Preliminary Official Statement and an Official Statement (collectively, the "disclosure documents") in connection with a competitive sale of the City's obligations, and at the City's request, in connection with a negotiated sale of the city's bonds. The Firm will coordinate the preparation of the disclosure documents with the appropriate City personnel and outside independent advisors, including the City's financial advisor. .~' .~ J I 4. Compensation as Bond Counsel and Disclosure Counsel. For direct obligation City issues, the City agrees that the Firm shall be compensated for the above services as Bond Counsel at the time the bonds are delivered according to the following schedule: Fixed Rate General Obligation Bonds* Fixed Rate Revenue Bonds* variable Rate Revenue Bonds* FIRST $ 45,000,000 $45,000,000 and above *per $1,000 For conduit financings, the City agrees that the Firm shall be compensated for the above services as Bond Counsel at the time bonds are delivered according to the following schedule: @ $0.55 @ 0.45 @ $1. 40 @ 0.90 @$ 1.50 @ 1.00 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. 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 as Bond Counsel enumerated in paragraph 2 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 Bond Counsel 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. The City agrees to pay the Firm for services rendered as Disclosure Counsel a fee of $0.70/Bond per issue, with a minimum fee per issue of $7,500, together with reimbursement of out-of- ~ ~. I I pocket expenses incurred in conjunction with the preparation of the disclosure documents. 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. 5. Term. This Agreement shall be in force and effect for the period necessary to complete the financings listed on Exhibit A attached hereto, however, the City shall have the option, at any time prior to the completion of the financings listed on Exhibit A attached hereto, and with its sole discretion, to terminate this Agreement, said termination to be effective upon receipt by the Firm of written notice at least ninety (90) days prior to any such termination. s+- Dated this .r2.L day of ~('~ , 1994. ATTEST: " By: Mayor-Commissione Rita Garvey FLORIDA ... .-/ 0. ~2. lL,. i;..-_ c'tt; Clerk Cynthia E. Goudeau Approved as to form and legal sUfficiency: J/:} c~ Attorney Pamela K. Akin By: ~ ;;, ~ City M ger Elizabe M. Deptula BRYANT, MILLER AND OLIVE, P.A. By: !)~ ~JD~ ~ ;'Ii ."~.. I I EXHIBIT A LIST OF CURRENT TRANSACTIONS 1. Not to exceed $8,250,000 city of Clearwater, Florida Gas System Revenue Bonds, Series 1994A. 2. Not to exceed $26,750,000 City of Clearwater, Florida Gas System Revenue Bonds, in various series, including validation proceeding therefor. 3. Not to exceed $12,500,000 City of Clearwater, Florida Improvement Revenue Bonds, Series 1994 (Municipal Services/Public Safety and Police Complex Project), including validation proceeding therefor. 4. Sale of Sun Bank building and related parking facility by the City of Clearwater, Florida Community Redevelopment Authority (the "CRA"), and the defeasance of the related CRA bonds. 5. Proposed Western Reserve headquarters financing by the CRA. 6. Proposed land sale transactions between the City and the CRA in conjunction with the Western Reserve headquarters facility and the Municipal Services/Public Safety and Police Complex. 7. Sand Key burial of power lines project, and related bond ordinance and bond validation proceedings. 8. Advice and analysis regarding City's rights concerning the Oaks of Clearwater (Cove Building and Bluff Building) . 9. Advice regarding defeasance of the City of Clearwater's Public Service Tax and Bridge Revenue Bonds, Series 1985. 10. Advice regarding defeasance of the $950,000 (original aggregate amount) City of Clearwater Parking System Revenue Bonds, Series 1983 ($380,000 now outstanding). 11. Other projects as may be in progress at the time the Request for Proposal selection process is completed.