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

By: ATTEST: Robert T. Meams, City Manager Helen Spencer, City Clerk Date: As Authorized for execution by the City Council at their February 9, 2010 regular meeting For the use and reliance of City of Fort Walton Beach, Florida, only. Approved as to form and legal sufficiency: City Attorney  EXHIBIT A SCOPE OF SERVICE Bond Counsel will assist with each debt issuance, refunding and other related financial issues as required by the City. Bond Counsel services shall include but are not limited to the following: a. Consultation with City officials and staff concerning all legal questions relating to the incurrence of the debt. b. Attendance, upon request, at any meeting of the City of Fort Walton Beach City Council or any meeting of staff. C. Preparation of all resolutions and other instruments authorizing and securing bonds as required in connection with their issuance. d. Assistance to the City, its financial advisor and investment bankers to effectively formulate financing plans, structure financial solutions and draft documents for public or private offering of debt. e. Delivery of tax opinions and certificates, and enforceability and validity opinions.This includes assisting the City in compliance with the Trust Indenture Act of 1940, Securities Act of 1993, Securities Exchange Act of 1934, and other Security Exchange Commission and Municipal Securities Rulemaking Board rules and regulations. f. Assistance in the rating process. g. Analysis and resolutions of tax considerations associated with financing plans, including preparation of ruling requests and contacts with the U.S. Treasury. h. Preparation of documentation required in connection with the validation of bond issues including the complaints, notice and orders, acknowledgments, answers and judgments, together with memoranda concerning testimony, exhibits and relevant law. i. Preparation and review of all documentation required for bond sales and closings, including resolutions, certificates, opinions, notices of sale, bid forms, etc. j. If requested, supervision of the printing of the bonds and conduct of a well organized and efficient pre- closing and closing process in connection with each bond issue. k. To assist in optimizing investment earnings in compliance with arbitrage regulations; ensuring the legality and suitability of defeasance and escrow structures and agreements, and other complex financial products proposed to the City. This includes the 112- use of swaps, Guaranteed Investment Contracts, forward supply contracts and other financial tools. 1. Preparation of documentation required in connection with the appeal of any such judgment of validation or order to the Supreme Court of Florida, including any notices, orders, acknowledgments, briefs and any court appearances required for oral argument or otherwise. M. Inform the City of the impact of changes in Federal and State Laws regarding the issuance and management of the City financial matters. n. Legal services related to all maters effecting administration, collection, and legislation related to revenues involved with, or available for, City financial undertakings. o. Provide the City with general advice and consultation on Florida finance and tax issues, including assistance related to fixed and variable debt, structured finance, investment processes, taxable and tax -exempt structures, and the response to financial proposals presented to the City from time to time. 113-  EXHIBIT B FEE PROPOSAL BOND COUNSEL SERVICES Fixed Fee Methodology The Attorney fee will be based on a " fixed -fee" per transaction basis, with said fee to be negotiated between ATTORNEY and the CITY's Financial Advisor, with the approval of an authorized representative of CITY. Time Basis Methodology: Any services not directly related to the issuance of bonds will be compensated on a " Time Basis Methodology" based on hourly rates indicated below: TIME BASIS METHOD CATEGORY /POSITIONS: HOURLY RATES: Partners $ 195. 00 Associates $ 145. 00 Other categories: None Reimbursable Expenses: Please list the types of reimbursable expenses with proposed charges. All travel expenses at cost ( using State or City approved reimbursement rates). Copies at $ 0.20 per page. 114-  FORT LAUDERDALE 208 S. E. Sixth Street Fort Lauderdale, Florida 33301 TAMPA Suite 1060 a ors 954) 525 -8000 Tel 954) 525 -8331 Fax Gibll*n& 2502 Rocky Point Drive Tampa, Florida 33607 813) 281 -2222 Tel TALLAHASSEE 813) 281 0 - 129 Fax Suite 200 C e rs o n P A 150 0 Mahan Drive Tallahassee, Florida 32308 A T T 0 R( d E Y 5 Ai L A 850) 224 -4070 Tel 850) 224 4 - 073 Fax JanuaryJanuary 12,12, 20102010 Mr.Mr. RobertRobert Mearns,Mearns, CityCity ManagerManager CityCity ofof Ft.Ft. WaltonWalton Beach,Beach, FloridaFlorida rr 107107 MiracleMiracle StripStrip ParkwayParkway SWSW tt ll Ft.Ft. WaltonWalton Beach,Beach, FloridaFlorida 3254832548 - - 66146614 AcAc_ _ Re:Re: BondBond CounselCounsel DearDear Mr.Mr. Mearns:Mearns: ItIt waswas aa pleasurepleasure speakingspeaking withwith youyou lastlast weekweek regarding regarding thethe CityCity ofof Ft.Ft. WaltonWalton Beach'Beach' ss needneed forfor BondBond CounselCounsel services.services. PursuantPursuant toto ourour conversation,conversation, attachedattached isis aa RequestRequest forfor ProposalProposal issuedissued byby thethe SeminoleSeminole CountyCounty BoardBoard ofof CountyCounty Commissioners Commissioners forfor BondBond CounselCounsel LegalLegal Services Services andand ourour firm'firm' ss successfulsuccessful responseresponse thereto.thereto. - - Also,Also, attachedattached isis anan updatedupdated firmfirm resume.resume. OurOur firmfirm isis consistentlyconsistently rankedranked withinwithin thethe toptop fivefive bondbond counselcounsel firmsfirms inin thethe StateState ofof Florida.Florida. OverOver thethe lastlast fivefive years,years, ourour firmfirm hashas servedserved asas BondBond CounselCounsel inin approximatelyapproximately 420420 financings financings withwith anan aggregateaggregate principalprincipal amountamount ofof approximatelyapproximately $ $ 12.12. 22 billion.billion. AllAll suchsuch transactionstransactions involvedinvolved thethe issuanceissuance ofof debtdebt byby FloridaFlorida locallocal governments.governments. WeWe currently currently serveserve asas BondBond CounselCounsel forfor aa significantsignificant numbernumber ofof municipalities,municipalities, counties,counties, schoolschool districtsdistricts andand authoritiesauthorities withinwithin thethe State,State, includingincluding thethe CitiesCities ofof CapeCape Coral,Coral, Miramar,Miramar, NorthNorth Port,Port, Bradenton,Bradenton, PuntaPunta GordaGorda andand Tampa.Tampa. WeWe havehave extensiveextensive experience experience negotiatingnegotiating bothboth privateprivate placements placements ( ( primarilyprimarily bankbank financings)financings) andand publicpublic offerings offerings onon behalfbehalf ofof FloridaFlorida basedbased clients.clients. SinceSince ourour firmfirm hashas limitedlimited itsits solelysolely toto thethe representationrepresentation ofof locallocal practicepractice