89-R-32RESOLUTION NO. 89-R-32
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE
OFFICIALS OF THE CITY OF EDGEWATER, TO EXECUTE
A "PROFESSIONAL SERVICES AGREEMENT" WITH . �• Ed��"d.�
G i .Sans AS FINANCIAL ADVISOR
INVESTMENT BANKER; 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, authorizes the appropriate officials of the City
of Edgewater, Florida, to execute a "Professional Services
Agreement" with A.G. 6 dw..ar a.. a, .£,_ _S, J_*„ , as Financial
Advisor/Investment Banker.
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in conflict herewith be and the same are hereby repealed.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 special meeting of said Council
held on the 15th day of May , 1989, and ap-
proved as provided by law.
This Resolution was introduced and sponsored by Councilman
Hatfield , and was read and passed by a vote of the
City Council of the City of Edgewater, Florida, at a special
meeting of said Council held on the 15th day of May ,
1989, and approved as provided by law.
ROLL CALL VOTE AS FOLLOW
Mayor
Councilma Zo e 1 7
S
oun54. c c oman-Zone
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Counci�nan-Zone Three
1989.
This Resolution Prepared by:
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Sun Bank Building —Pelican Bay'
801 LaurelOaA Suite 605
.^A &JOwfnc Naples FL 33963 INl'ESTA1Fh'T 114 NAI\i (873)598 _^JOS
May 10, 1989
Mayor David Mitchum and
Members of the City Council
City of Edgewater
104 North Riverside Drive
Edgewater, Florida 32032
RE: Investment Banking Financial Advisory Agreement
Mayor Mitchum and Members of the City Council:
The City of Edgewater, Florida (the "City") proposes to
finance capital improvements in the amount of approximately
$30,000,000 (the -Bonds-). Moreover, it is anticipated that
this aggregate amount will be financed in multiple issues
including "bridge" or short-term financing. In this regard,
the City has, by unanimous action of the City Council at a
meeting held on April 24, 1989, selected A. G. Edwards &
Sons, Inc. to perform professional services as the City's
Investment Banker and Financial Advisor. The provision of
such financial advisory services shall occur subject to the
following general terms and conditions.
1. General Provisions - A. G. Edwards shall offer its
professional services and facilities as Financial
Advisor for the issuance and sale of the Bonds, and in
that capacity, A. G. Edwards agrees to perform the
following duties and such other duties which in the
exercise of its professional skill and judgment may be
deemed necessary or advisable.
a. A. G. Edwards will make a survey of the
financial resources of the City to determine the
extent of the City's borrowing capacity for each
element of the proposed capital improvements plan.
b. A. G. Edwards, with Bond Counsel, will prepare
a timetable to indicate financing steps and dates
by which eact event should be completed.
C. A. G. Edwards will advise the City of current
bond market conditions, forthcoming bond issues
and other general information and economic data
which might normally be expected to influence the
interest rates or marketing conditions.
d. A. G. Edwards will facilitate any actions
necessary to authorize the Bonds and assist in
coordinating the actions of Council, the City's
Staff, and all involved parties in preparing
authorizing actions and documents as required.
e. A. G. Edwards will assist in making any
applications, on behalf of the City, to agencies of
the State of Florida in order to request available
funds when such actions are deemed appropriate and
in the best interest of the City.
f. A. G. Edwards will coordinate the preparation
and submission of the Official Statement and such
other market documents which may be required for
the purpose of developing a successful marketing
program for the City's Bonds.
g. A. G. Edwards will advise the City on the
matter of bond rating(s) for the proposed bonds
and coordinate the preparation of information for
submission to the rating agency(ies).
h. A. G. Edwards will advise the City as to the
desirability or necessity of selling bonds through
a sealed bid process or through a negotiated sale.
i. In the event of a sealed bid sale,
A. G. Edwards will disseminate information to
prospective bidders, organize informational
meetings as in the judgment of the Financial
Advisor may be necessary, and work with prospective
bidders to assist them in timely submission of
proper bids. At the bond sale for the purpose of
coordinating the receipt of bids, A. G. Edwards
will advise the City as to the best bid and
provide its recommendation as to acceptance or
rejection of the bid.
J. A. G. Edwards will assist in determining the
term of amortization, call provisions, and other
factors which are relevant to marketing the Bonds.
k. A. G. Edwards will assist the City in the
preparation and verification of final closing
figures and provide suggestions for a program of
legal investment of bond proceeds.
1. A. G. Edwards will deliver to the City and its
Paying Agent(s) definitive debt records, including
a schedule of annual debt service requirements, on
the Bonds being delivered to the purchaser.
M. A. G. Edwards will provide all necessary
investment banking and financial advisory services
as required.
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2. Bond Attorneys - A. G. Edwards agrees to coordinate
with the City the entire financing program herein
contemplated. In that connection, it is understood that the
City has retained Bond Counsel who will prepare the
proceedings and advise the City of the steps necessary to
issue the Bonds, and will issue an opinion approving the
Bonds' legality and exemption from federal income taxation.
A. G. Edwards will work directly with Bond Counsel and will
assist in all financial advisory aspects involved in the
preparation of appropriate legal proceedings and documents.
Fees
a. In consideration for the services rendered by
A. G. Edwards in connection with the issuance and
sale of the Bonds, it is understood and agreed that
the City will pay A. G. Edwards a fee which shall
not exceed $100.00 per hour of services rendered by
Frederick W. Pauzar, Burt L. Saunders and other
senior investment bankers. Fees for assistants
shall not exceed $75.00 per hour and all reasonably
required secretarial services shall be provided at
no additional cost. It is estimated for planning
purposes that the total fees for all financial
advisory services will not exceed $50,000.
b. Normal out-of-pocket expenses are not included
in the fees provided for in paragraph ^a". The
City agrees to reimburse A. G. Edwards for all
reasonable expenses incurred in relation to the
proposed financings.
C. All costs of issuance, including but not
limited to all legal fees, printing, rating agency
fees and advertising shall be borne by the City.
A. G. Edwards will, upon request, print Preliminary
and Final Official Statements for the City at cost.
d. The aforementioned fee and reimbursement
expenses shall become due and payable within ten
(10) calendar days of the earlier of the date of
delivery of Bonds to their purchaser or the date on
which this contract is terminated.
4_ Termination - A. G. Edwards is retained for the
entire term of the capital improvements project. Termination
can aaly occur with cause if found by the City. in that
event, A. G. Edwards will be entitled to receive
compensation for the services performed and expenses
incurred prior to termination. In the event of termination,
all the City's property, materials, and work, including any
and all documents in the possession of A. G. Edwards shall
be delivered to the City.
Page 3 of 4
5. Resignation - The City and its Council understand
and agree that, in accordance with MSRB Rule 23, A. G.
Edwards reserves the right to resign its role as Financial
Advisor on any specific financing while maintaining that role
for future financings, in order to negotiate any financing
which the City has determined will be best sold by
negotiated sale rather than by sealed bid.
6. Execution - This Letter of Agreement, when accepted
by the City, will constitute the entire agreement between the
City and the undersigned for the purpose and consideration
herein specified. The City's acceptance will be indicated by
proper signatures of its authorized officer(s) or
representative(s) on both copies and the return of one
original, executed copy to A. G. Edwards.
Respectfully submitted,
A. G. EDWARDS & SONS, INC.
Frederick W. Pauzar
Vice President and
Southeastern Area Director,
Investment Banking
ACCEPTANCE
ACCEPTED pursuant to a resolution adopted by the City Council
of Edgewater, Florida, on this 15th dda/yy of May, 1989.
By: l-1 �� By: /�iG �
Name: David L. Mitchum Name:
Title: Mayor
ATTEST:
Name: Susan J. Wadsworth
Title: Acting City Clerk
(SEAL)
William T. Powers
Title: City Manager
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