BOND COUNSEL RETAINER (2)
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BOND COUNSEL RETAINER AGREEMENT
THIS AGREEMENT is made on the -g~ day of ~' 2000, by and
between the CITY COMMISSION OF THE CITY OF CLEARW TER, FLORIDA (the
"City"), P.O. Box 4748, Clearwater, Florida 33758-4748 and the aw Bond Counsel of
BRYANT, MILLER AND OLIVE, P.A., TALLAHASSEE, FLORIDA ("Bond Counsel"), 201
South Monroe Street, Suite 500, Tallahassee, Florida 32301.
WIT N E SSE T H:
WHEREAS, the City wishes to retain a Bond Counsel to serve as Bond Counsel to
the City in connection with various bond issues and other matters for three (3) years with
an option to extend for one two (2)-year renewal.; and
WHEREAS, pursuant to the City's request for proposals, Bond Counsel has been
selected to provide the desired services on terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties do hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS BOND COUNSEL. Bond
Counsel is hereby authorized to provide Bond Counsel services as described in this
Agreement and for the professional fees described in this Agreement.
SECTION 2. TERM. This Agreement will be effective for three (3) years from the
date of execution and may be extended for one two (2)-year renewal upon approval by
the City Commission.
SECTION 3. BOND COUNSEL SERVICES. Bond Counsel hereby agrees to
provide its professional services and facilities in connection with all bond issuance and
other debt activities of the City subject to the conditions and in consideration of the
payment of fees set forth herein. Bond Counsel agrees, at the request of the City, to:
(A) Review proposed financing programs as to legal feasibility, compliance with
applicable law and pending or proposed revision 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.
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(D) Prepare bond ordinances or resolutions and any amendments thereto in order
to authorize the issuance of the bonds.
(E) Prepare any trust indenture; escrow deposit agreement; registrar or paying
agent agreement; and any other agreements of 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, as 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 Bond Counsel 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 Bond Counsel 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.
(L) Render an opinion in written form at the time the bonds are delivered, which
opinion will cover (1) the legality of the bonds and the proceedings by which they are
issued and (2) the exemption from gross income for federal income tax purposes of the
interest paid on the bonds.
SECTION 4. PROFESSIONAL FEES FOR BOND COUNSEL SERVICES.
A. The City and Bond Counsel agree to the following schedule of fees in
connection with bond counsel representation:
Fixed Rate
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General
Obligation
Bonds*
Fixed Rate
Revenue
Bonds*
Variable Rate
Revenue Bonds*
FIRST $45,000,000
$45,000,000 AND ABOVE
*PER $1,000
@ $ .55
@ .44
@ $1.40
@ 0.90
@
@
$1.50
1.00
The minimum fee for general obligation bonds and city revenue bonds is $10,000.
B. For conduit financings, the City agrees that the Bond Counsel 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. Expenses will be capped at $7,500 but subject to negotiation in unusual
cases. The Bond Counsel understands that fees for conduit financings shall be
paid by the obligor and not by the City. '
C. The above fees include bond validation proceedings on behalf of the City
exclusive of appeal proceedings.
SECTION 5. ANCILLARY SERVICES. In addition to being asked to perform
typical Bond Counsel services in connection with various issues of the City as noted,
above, Bond Counsel agrees to provide certain ancillary services, such as ongoing
consultation with the City on routine matters, Le., phone conversations, short
correspondence and simple advice on proposed or closed transactions without additional
cost. Other services such as preparation of legislation, preparation of ruling requests to
the Internal Revenue Service for rulings required in particular financing, seeking no action
letters from the Securities and Exchange Commission and performance of other legal
services at the request of the City shall be performed at the rate of $150.00 per hour for
attorney time. No such services will be undertaken without prior approval of the Finance
Director and the City Attorney on the scope of the requested legal services and the
estimated costs of said services.
SECTION 6. COMPENSABLE EXPENSES. Reimbursement of expenses shall
be made by the City to the Bond Counsel for reasonable out-of-pocket expenses as
described above without markup including but not limited to long distance calls and
facsimiles, copying or reproducing documents, postage, court costs, parking costs and
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travel incurred by Bond Counsel in performance of the duties hereunder. Travel and per
diem costs as well as auto travel expenses shall not exceed that which is available to City
of Clearwater employees.
SECTION 7. INDEMNIFICATION AND INSURANCE. Bond Counsel agrees to
protect, defend, indemnify and hold the City and its officers, employees and agents free
and harmless from and against any and all losses, penalties, damages, settlements,
costs, charges, professional fees or other expenses or liabilities of every kind and
character arising out of or due to any negligent act or omission of Bond Counsel, its
employees, agents and subcontractors in connection with or arising directly or indirectly
out of this Agreement and/or the performance hereof. Without limiting its liability under
this Agreement, Bond Counsel shall procure and maintain during the life of this
Agreement professional liability insurance in an amount in excess of $1,000,000. This
provision shall survive the termination of this Agreement.
SECTION 8. CONFLICT OF INTEREST. It is understood by the City and Bond
Counsel that Bond Counsel is not aware of any clients of the Bond Counsel that currently
present any conflict between the interests of the City and other clients of Bond Counsel.
If any potential conflict of interest arises during the time Bond Counsel is representing the
City, Bond Counsel will promptly inform the City. The City is under no obligation to agree
to permit the conflict representation.
SECTION 9. CONSTRUCTION AND AMENDMENTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. This
Agreement may be amended only by a writing duly entered into by the City and Bond
Cou nsel.
SECTION 11. CANCELLATION OF AGREEMENT. The City may cancel or
terminate this Agreement upon thirty days advance written notice to Bond Counsel. Upon
notice of cancellation, Bond Counsel shall immediately cease work hereunder and shall
be reimbursed for eligible and documented reimbursable expenses incurred prior to the
date of cancellation. Further, it is understood and agreed between the City and Bond
Counsel that Robert C. Reid, Grace Dunlap and Randall W. Hanna will be the lead
attorneys assigned by the Bond Counsel to provide the services contained herein. The
City in its absolute discretion may immediately terminate this Agreement upon written
notice to the Bond Counsel if the services of any of these attorneys are unavailable to the
City.
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IN WITNESS WHEREOF, the City and Bond Counsel have executed this
Agreement as of the date first written above.
Countersigned:
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Mayor-Co missioner
CITY OF LEARWATER, FLORIDA
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By:
M' hael J. Roberto
City Manager
Approved as to form:
Attest:
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Pamela K, Akin
City Attorney
BRYANT, MILLER AND OLIVE, P.A.
By
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