Fort Walton Beach Council agenda — 02-09-2010 Regular — reading text

schedule depending on the size and complexity of the transaction. Swap transactions would be executed by PFM Asset Management LLC subject to a letter agreement. Incidental Expenses FINANCIAL ADVISOR will be reimbursed for incidentals ( out of pocket expenses) at cost by the CITY according to the following schedule: INCIDENTAL EXPENSES FEESCHEDULE 0. 10 per page for Black & Photocopies White 1. 00 per page for Color Faxes 1. 00 per page Long Distance Telephone and At Cost Conference Calls Travel In accordance with F. S. 112. 061 Mileage (Out of City) In accordance with F. S. 112. 061 Postage, Courier, Overnight Delivery At Cost ATTACHMENT: Financial Advisory Services Agreement Proposal Ranking Tabulation 91-  FINANCIAL ADVISORY SERVICES AGREEMENT THIS AGREEMENT is made and entered into this / I a Y of h WJ- 1998 by and between the City 1% y of Fort Walton Beach, ( the " Client ") and MINM K I= &Co., a Mori a Corporation with its principal place of business located at 100 Second Avenue South, Suite 800, St. Petersburg, Florida 33701 ( the " Financial Advisor "). 1. The Client hereby retains IS= 0 EM &Co. and MMM N. EM &Co. hereby agrees to act as Financial Advisor to the Client. 2. The term of this Agreement shall commence with the execution hereof and shall continue for three 3) years from said date. The Agreement shall automatically renew for subsequent three -year periods, unless within sixty ( 60) days prior to the execution hereof either Party provides written notice to the other parry stating their intention not to renew the Agreement. In any event, the Financial Advisor shall be compensated and/or shall continue to perform and be compensated on all projects in progress including expenses until termination. 3. Financings Involving_A Public Offering_of Debt Securities The Financial Advisor agrees that upon request the Financial Advisor in consideration of the compensation in Paragraph 6 may perform the following services hereto: a. Review existing debt structure and financial resources to determine available borrowing capacity. b. Evaluate financing mechanisms and assist in the financing component of any such mechanisms chosen by the Client. C. To be available, upon proper notification, to participate in conference calls, conferences with the personnel of the Client and other consultants to the Client regarding financing matters. d. Provide information concerning the structure of financing programs used by other issuers. e. Recommend in conjunction with bond counsel provisions and covenants to be contained in bond issues, including, but not limited to bond amounts, maturities, interest rates, redemption provisions, flow of funds, debt service coverage requirements, reserve funds, security pledges and conditions relating to the issuance of additional bonds. f. Assist with the preparation of debt service requirements for proposed issues. g. Advise on the.use of a negotiated or competitive bid sale for each issue. h. Arrange for distribution of the Official Statement to bond underwriters and investors in accordance with the objectives communicated to the Financial Advisor by the Client or its agents or representatives. i. Assist at bond closing and coordinate printing, signing and delivery of bonds, including receipt of transcript, bond printing, CUSIP numbers and delivery of bonds. 92_  j. Coordinate bond closing and transfer of funds. k. Advise as to the advantages and disadvantages of municipal bond insurance or other credit enhancements. 1. Coordinate with and provide the municipal bond rating agencies ( and credit enhancers, if applicable) with information necessary to obtain an appropriate rating on the bonds. M. Advise as to market conditions and recommend the tinting of the sale of the bonds. n. Assist where needed at the time of a competitive sale in checking all bids for compliance with bid specifications, and make a recommendation as to award of the bonds in the best interest of the Client. o. Assist upon request in selection of the book -running managing underwriter and co- managing underwriters for negotiated sale of bonds. P. Advise whether to utilize a selling group. q. Review the bond purchase agreement and advise as to its acceptance or rejection in light of market conditions. r. Assist in negotiating the interest rates proposed by the underwriters for the bonds as well as the underwriters compensation and expenses on the issue expressed in terms of the gross underwriters discount. 4. Financings Not Involving a Public Offering of Debt Securities. The Financial Advisor agrees that upon request the following services may be performed by the Financial Advisor ( in addition to the services previously described) in consideration of the compensation in Paragraph 6 hereto: a. Assist in the selection of a financing vehicle, including but not limited to, private placement of debt, participation in pooled short term borrowing programs, bank loans, tax anticipation notes, and revenue anticipation notes and others. b. In conjunction with Client' s legal counsel, assist in the preparation of private placement memorandums, loan applications, or other information related to the financing. 5. Services Not Involving Specific Financings. The Financial Advisor agrees that upon request the following services may be performed by the Financial Advisor in consideration of the compensation in Paragraph 6 hereto: a. Attend meetings related to the client' s business as requested. b. Prepare debt capacity reports and other requested services. 93-  6. Compensation. The Financial Advisor shall be compensated for all work performed for the Client pursuant to paragraphs 3, 4 and 5 of this Agreement as follows: a. The Financial Advisor shall be paid on an hourly basis for all time expended by its personnel, as follows: President 200 per hour Senior Vice President 175 per hour First Vice President 150 per hour Vice President 125 per hour Assistant Vice President 100 per hour Financial Analyst 75 per hour Support Staff 3 5 per hour These fees shall be in effect for the first year of the Agreement period and subject to change by a written amendment to this Agreement in subsequent years upon mutual agreement of the parties. b. In connection with the issuance of debt, the Financial Advisor shall be paid at closing in accordance with the following schedule with a minimum fee of $151000 per transaction: Par Amount of Bonds Issued Fee Per $ 1, 000 0- $ 10300009000 1. 50 10110001000 - $ 25, 00011000 1. 25 25900000 - $402000,000 1. 00- 40,0003000 -. $ 100,000,000 0. 75 100, 0001000 and more 0.50 C. The Client and the Financial Advisor acknowledge that there will be special projects for which the services of the Financial Advisor will be requested which are not appropriately compensated for on an hourly rate and which do not result in the issuance of bonds as more specifically referenced in paragraph 7 below. Fees for these special services shall be negotiated on a case by case basis and shall be agreed to in writing by both parties. d. For conduit financings proposed to be issued on behalf of the Client, the Financial Advisor shall be paid on an hourly basis for all time expended on the financing at the same fee schedule as set forth above. Such fees, and any hourly rates as outlined in Paragraph 5a., shall be paid by the Borrower whether or not any bonds are actually issued. In addition, should bonds be issued, the Financial Advisor shall receive a fee, such fee subject to negotiation between the Financial Advisor and the Client but in no event less than the dollar amount for the hours expended on the project to compensate the Financial Advisor for the preparation and presentation to the Client of a report analyzing the credit, the proposed marketing plan, and analyzing the Client's protection from any risk of default on the financing and making a recommendation regarding the issuance of the proposed bonds. 94-  7. Other Services. The Client agrees that the following category of services, or other services not enumerated herein, when requested in writing to be performed by the Financial Advisor shall be compensated in a mutually agreed upon manner confirmed in writing by both parties. a. Preparation of the bid solicitation and review of bids received for securities to be purchased for escrow accounts, guaranteed investment agreements and other investments. b. Assisting with validation proceedings and/ or testifying as an expert witness with respect to offerings. C. Providing secondary market disclosure services upon request in compliance with 15c( 2) - 12 of the Municipal Securities Rulemaking Board CMSRB ") rules. d. Preparation of Official Statement in conjunction with Bond Counsel and the Client. 8. The parties acknowledge that if William R. Hough & Co. sells securities for investment programs to the Client such sale is in