90-R-6RESOLUTION NO. 90-R-6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE
OFFICIALS OF THE CITY OF EDGEWATER, TO EXECUTE A
"FINANCIAL ADVISOR'S AGREEMENT" WITH RAYMOND JAMES &
ASSOCIATES, INC., REPEALING ALL RESOLUTIONS IN CONFLICT
HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA:
SECTION 1. That the City Council of the City of Edge-
water, Florida, hereby authorizes the appropriate officials of
the City of Edgewater, Florida, to execute a "Financial Advisor's
Agreement" with Raymond James & Associates, Inc.
SECTION 2. A copy of said Agreement is attached to this
Resolution and by reference incorporated herein as if fully set
forth and marked Exhibit "A".
SECTION 3. That all resolutions or parts of resolutions
in conflict herewith be and the same are hereby repealed.
SECTION 4. That this Resolution shall take effect immedi-
ately upon its adoption by the City Council of the City of Edge-
water, Florida, at a Snerial meeting of said Council
held on the 22nd day of ?an„ary , 1990, and ap-
proved as provided by law.
This Resolution was introduced and sponsored by
Bennington , and was read and passed by a vote of the
City Council of the City of Edgewater, Florida, at a Spr,.t,i
meeting of said Council held on the 22nd day of
1990, and approved as provided by law.
ROLL CALL VOTE AS FOLLOWS:
Mavor
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1990.
This R solution Prepared by:
torney
CITY OF EDGEWATER, FLORIDA
FINANCIAL ADVISOR'S AGREEMENT
THIS AGREEMENT made this �.Z day of yam.._„ 1990 by and between
the City of Edgewater, Florida, hereinafter referred to as the "City", part of the first
part, and Raymond James & Associates, Inc., St. Petersburg, Florida, hereinafter referred
to as the "Financial Advisor", party of the second part;
WITNESSETH:
WHEREAS, the City desires and is authorized to retain the services of the Financial
Advisor for the purpose of advising and assisting the City in connection with certain
financing requirements of the City, and
WHEREAS, the City desires to consider all available methods and techniques for
financing one or more public facilities known as the City of Edgewater Capital
Improvement Program, including but not limited to a new water treatment plant, wellfield
expansion, water distribution, wastewater plant expansion, wastewater collection system,
paving and drainage.
WHEREAS, the City has determined that external funding is 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 has determined that the Financial Advisor is qualified to
perform the required services hereinafter set out;
WHEREAS, the Financial Advisor will provide advice to the City regarding the
feasibility of issuing the financial contracts and instruments in behalf of the best interests
of the City.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
SERVICES TO BE PERFORMED BY THE FINANCIAL ADVISOR: The Financial
Advisor hereby agrees to perform the following services in connection with the
authorization, sale and delivery of long-term financial arrangements in behalf of the
City's refunding and new money needs subject to the conditions and in consideration of
payments as hereinafter set forth:
1. The Advisor agrees to proceed immediately with investigations, studies
and planning to determine a sound and feasible plan for the financing
or refinancing of proposed facilities. Such investigations and studies
shall include a detailed analysis of the City's financial condition, an
evaluation of outstanding obligations of the City, including an
analysis and recommendation regarding their refunding or defeasance,
and a detailed analysis and recommendation regarding their refunding
or defeasance, and a detailed analysis and evaluation of viable
financing alternatives, including a discussion of favorable and
unfavorable points of each alternative. This investigation will be
made in close consultation with the City and the City's Bond Counsel.
All planning will be interrelated with outstanding financing programs
and those contemplated or proposed in the future.
2. Upon completion of the aforesaid investigations, studies and planning,
the Advisor agrees to submit a plan and timetable for the financing
of the proposed facilities. The financing plan will contain all
fundamental requirements from which contracts, resolutions or other
required documents would be designed. The plan shall include
analysis and advice with respect to the following:
a. The total amount of borrowing necessary to complete the
desired project or projects, which amount will include the
amount required for acquisition or construction, plus all other
costs related or incident to the financing.
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b. The establishment of the amount of and the maturity schedule
for the borrowing and estimated interest rate with
accompanying amortization schedules, which will be tailored
to the City's needs as well as its future financial operations.
This portion of the plan will also encompass a complete review
of the other budgetary requirements of the City.
C. Any special circumstances which will bear upon the market
acceptability of the proposed financing arrangement.
d. Provisions relating to the redemption or dcfeasance of any
proposed obligations prior to maturity at the option of the
City should this be recommended.
e. Recommendation of accounts, and flow of funds, rate
covenants, tests for the issuance of parity obligations, audit and
engineering reports, and other details, which may be set forth
in the legal documents supporting future financing.
f. The recommended timing of any borrowing and coordination
with the construction of proposed facilities.
g. Information required to be provided in order to create a
favorable market for any proposed obligations.
3. Development, presentation, and final acceptance by the City of the
recommended financing plan shall constitute the initial phase of work
under this contract and the Advisor shall not proceed further without
specific authorization from the City.
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4. The Advisor as part of this Agreement will analyze and make
recommendations regarding the possible issuance of bond anticipation
notes or other interim financing obligations by the City to insure
that the City has a complete financing plan, and will assist, if so
requested by the City, with the planning and marketing of any such
obligations by public sale or private placement if bonding is
recommended.
5. During the development of the financing plan and after its acceptance
by the City, the Advisor will coordinate work with the attorneys of
the City, including the City's bond counsel and other legal counsel,
regarding the financial and security provisions to be contained in the
instruments authorizing and securing the obligations, and will attend
meetings, hearings and otherwise assist to the extent reasonably
necessary and proper, in matters relating thereto required by
administrative, judicial, legislative and other governmental bodies.
6. The Advisor, in collaboration with the City's staff, its legal counsel
and its other consultants, will prepare Preliminary and Final Official
Statements (if Official Statements are required) and other
presentations which will include without limitation such items as:
a. The maturities, interest dates, call features, paying agents,
registrability features, approving attorneys.
b. History and description of the City.
C. Full disclosure of the purpose of the offering.
d. Description of the revenues and any other sources of security
to be pledged by the City and related factors.
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e. Full disclosure as to use and application of the proceeds.
f. Summaries of the bond ordinance, resolutions, trust indentures,
agreements with other parties, or related proceedings.
g. A Notice of Sale, specifying necessary bidding requirements
and official bid form, if the bonds or notes are offered for
public competitive sale.
h. Such other information necessary to acquaint investors with
the nature of the security or other pertinent data as is
customary now or will in the future be required or customarily
found in similar Official Statements.
7. The Advisor prior to the sale of any proposed obligations, through
correspondence and personal contacts, and meetings in both New York
City and Florida will conduct a regional and nationwide marketing
distribution program which will include among other things,
establishing necessary information meetings and also referring all of
the pertinent documents relative to the proposed offering to
appropriate rating agencies, prospective institutional investors,
investment banking firms, investment groups and other banking
institutions.
8. The Advisor will also:
a. Prepare information necessary to obtain favorable ratings of
any such obligations; and, with the consent of the City.
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b. Assist in preparing any necessary illustrations, charts, graphic
presentations and other information of use to potential
underwriters and investors.
C. Initiate and conduct, upon prior City approval, an information
program designed to stimulate interest of underwriters and
investors to participate in the recommended financing plan.
d. Advise and assist the City in arranging for printing of any
necessary Official Statements or Offering Circulars and for
printing, execution and signing and delivery of the obligations
after sale. The costs of such printing and costs incidental
thereto, such as shipping and delivery charges, insurance, and
editorial charges, shall be paid by the advisor Consultant and
reimbursed by the City. The Advisor shall present to the City
cost estimates for items listed above, which shall have been
competitively obtained, where possible, and shall receive the
City's approval prior to incurring the costs.
C. If so requested, act as the agent of the City for the private
placement of obligations of the City. If such private placement
requires the use of Raymond James' sales force, an additional
fee would be negotiated at such time.
f. Advise the City on feasibility and desirability of acquiring
insurance, letters of credit, other credit facilities, or investment
agreements.
g. Assist with and testify in validation proceedings.
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implement the recommended financing plan, if appropriate.
9. The services of the Consultant may also include general advisory
services to the Citv, when so requested, regarding any future planned
financing by the City not related to the financing of the Capital
Improvement Program presently contemplated. Fees to be negotiated
upon engagement.
10, In consideration of the services provided for by this Agreement, the
City shall pay fees and reimburse expenses to the Consultant as follows:
a. Work Related M theFina sine of the Capital Improvement
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$8,000 base fee per issue plus $.75 per $1,000 par amount of
bonds issued. If more than one issue involving the State
Revolving Fund Loan is made, any subsequent issue will be
covered under the initial $8,000.00 base fee. Reimbursement
for travel expenses shall be in compliance with Chapter 112.061,
Florida Statute and Attorney General Opinion 89.42. In any
event travel within the State of Florida will not exceed $2,000
per each issue.
b. Custnmary Costs Paid by th C't
The City agrees to pay all costs of the bond issue, including but
not limited to; fees for attorneys of the Issuer, fee of Bond
Counsel, rating agency fees, insurance costs, printing costs of
the Issuer, printing Costs of the Bonds and the Official
Statement, advertising costs and traveling expenses of Officials
of the City.
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C. In the event the approved financing approach is non-
traditional, either all or in part, and involves the placement
of equity, the Advisor's fees and all associated expenses for
this service will be paid by the equity investor(s) if the
Advisor is selected by the City to place the equity. If the
equity is placed by another firm, the Advisor's fees and
reimbursable expenses described herein, in conjunction
therewith, shall be paid under the provisions of applicable
sections herein, subject to maximum fees stipulated.
d. The above fees are contingent upon the successful closings of
the proposed financings.
11. The City shall have the right to specify the schedule which the
Advisor will use in performing assigned tasks and shall have the
right to delay or exclude tasks to be performed by the Consultant.
The City shall only be obligated to pay for services actually rendered.
12. The Agreement shall remain in effect for an initial period of three
years from the effective date and shall be renewable at the options
of the City for up to two additional years on the same terms and
conditions upon reasonable notice to the Advisor. Either party may
terminate this Agreement upon ninety (90) days written notice to the
other party. All accrued hourly fees and expenses incurred hereunder
prior to the date of the Notice of Termination will be payable upon
such termination.
At the end of the five (5) year term of this agreement, the parties
may renegotiate for additional terms and at such rates as the parties
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may mutually agree upon. The City shall retain sole discretion as
to whether to extend this agreement or initiate another selection
process, and this provision vests no right in the Advisor beyond the
initial five (5) year term hereof.
13. James Gollahon will have primary responsibility for the work
performed by Consultant and will be assisted by Mr. David Thornton.
Advisor agrees not to remove Mr. Gollahon, nor Mr. Thornton from
this assignment without the written consent of the City, and the City
will have the right to approve any replacement of Mr. Gollahon or
Mr. Thornton. Other personnel of the Consultant will be provided
to perform the services hereunder to the extent required.
14. This Agreement shall be construed in accordance with, and governed
by, the laws of the State of Florida.
15. The Advisor agrees that all employees will be recruited, hired, trained,
assigned,promoted, transferred, downgraded, laid -off, recalled and/or
terminated based upon their own abilities, achievements and
experience without regard to age, race, color, creed, sec, national
origin, marital status, handicap, or economic status.
16. The City and the Advisor represent that this Agreement supersedes
all previous contracts, agreements, negotiations and all other
communications between the parties with respect to the subject matter
hereof, whether written or oral.
IN WITNESS WHEREOF, the City and the Advisor have executed this Agreement
by their duly authorized officers of representatives as of the day of
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CITY COUNCIL
EDGEWATER, FLORIDA
BY:
ATTEST: //�� / .�/
BY: L. X,42C a®
RAYMOND JAMES Q ASSOCIATES, INC.
WITNESSES: (As to Consultant Only)
BY: "
es Gollahon, Vice President
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