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HomeMy WebLinkAboutPierce, Wulbern, Murphy, INC. AGREEM T BY AND BETWEEN THE VILLAGE OF NORTki ORLANDO, FLORIDA (hereinafter called the "CITY") AND PIERCE, WUUERN, MURPHEY, INC. (hereinafter called the "FINANCIAL ADVISOR") WHEREAS, the City has need for capital to provide for the proper development of its facilities for providing adequate services to its citizens; and WHEREAS, the City has need for proper planning and programming to facilitate its receiving such capital from Federal, State and local sources; and WHEREAS, such planning and programming is needed to determine the feasibility of bond financing by the City; and WHEREAS, the City represents that it is empowered by law to contract with an experienced Financial Advisor for the purpose of providing such planning and programming; and WHEREAS, the Financial Advisor is recognized as qualified and experienced in the field of municipal finance. NOW, THEREFCiRE, the Financial Advisor will: A. Study the existing financial status of the City; B. Investigate Federal and State grants available to the City, including the feasibility of the City to meet the requirements therefor; C. Consult with the City on a continuing basis and advise the City on financial matters; D. Prepare a detailed and comprehensive financial plan for approval by the City, which when implemented will enable the City to obtain capital through,the various aforementioned sources. In consideration for the above-named services, the Financial Advisor shall be paid $100. per month to cover a portion of their out-of-pocket expenses. Provided the City determines to fulfill any portion of its need for capital through the issuance of ad valorem tax bonds, special revenue bonds or industrial revenue bonds, a supplemental contract shall be drawn between the City and the Financial Advisor in a form similar to the attached Exhibit A or Exhibit B, depending upon the needs and circumstances at that time. Provided the City determines to fulfill any portion of its need for capital through Federal or State grants or loans, a supplemental contract shall 1 be drawn between the City and the Financial Advisor in accordance with the appli- • cable guidelines prescribed by the agency providing such grant or loan. Upon the signing of this agreement by the duly authorized representative of the VILLAGE OF NORTH ORLANDO, FLORIDA and of PIERCE, WULBERN, MURPHEY, INC. this agreement will become effective and continue until such time as either party shall determine by thirty days written notification to the other of the intent to cancel the agreement. VILLAGE OF NORTH ORLANDO, FLORIDA (SEAL) By Date PIERCE, WULBERN, MURPHEY, INC. • By • Date • • "EXHIBIT A" OF AGREIIT'ENT BETWEEN THE VILLAGE OF NORTH ORLANDO, FLORIDA AND PIERCE, WUIBFRN, MURPHEY, INC. NOW, a• FORE, upon the determination by the City, the Financial Advisor and the City Attorney, that the financing and construction of the Project is both financially and legally feasible, the Financial Advisor will: A. Prepare a detailed and comprehensive financial plan for approval by the City which when implemented will enable the City to sell bonds at a public sale. The plan will include various features of the proposed bonds including but not limited to, amortization schedule, call features, various protective covenants, and all items to be included in the authorizing resolutions to be approved by the City. B. Cause to be prepared in consultation with the bond approving attorney, the authorizing resolution that will be the basis for issuance of the bonds. C. Upon approval by the City of the final authorizing resolution, assist the City Attorney in validation proceedings (if required) through circuit court. D. Consult with the City concerning market conditions and determine a sale date which in the opinion of the Financial Advisor will enable the City to obtain the best possible interest rate. E. Prepare an Official Statement for presentation of the bond issue to prospective purchasers which will outline the various financial features of the bonds and present an overall economic picture of the City in accordance with the Standards of Performance as outlined by the Chartered Municipal Financial Consultant division of the Florida Security Dealers Association. F. Consult with the principal municipal bond rating agencies prior to the City offering bonds at a public sale. G. Prepare notice of sale for publication in the Daily Bond Buyer, New York. H. Set bidding requirements and limitations concerning the approaches of the various prospective purchasers. I. Submit bid forms for approval by the City prior to distribution to the prospective purchasers. J. Advise the City at bid openings concerning the best bid and that the bid conforms within the legal requirements as outlined in the notice of sale and bid forms. K. Assist at delivery of the bonds in the rendering of the legal opinion and assurance that a legal closing is accomplished. i_.. 1 t ., L. Not bid on the proposed issue nor participate in any group bidding on the issue. In consideration for the above-named services, provided such bonds are sold, the Financial Advisor shall be paid a fee of dollars ($ ) per $1,000 bond. The fee is a net fee and includes only financial advisory services and the advisors out-of-pocket expenses. In addition, the advisor shall be reimbursed for the costs of signing and delivery of the bonds not to exceed dollars ($ ). All fees will be paid only from the proceeds of the issue. Should the issue fail in validation or for some other reason fail to be sold and delivered, the City shall not be obligated to pay any fee for expenses incurred or services performed by the Financial Advisor. Upon the signing of this agreement by the duly authorized representative of THE VILLAGE OF NORTH ORLANDO, FLORIDA and of PIERCE, WUISERN, MURPHEY, INC., this agreement will become effective and continue until such time as either party than determine by thirty days written notification to the other of the intent to cancel the agreement. VILLAGE OF NORTH ORLANDO, FLORIDA (SEAL) By • Date PIERCE, WULBERN, MURPHEY, INC. By Date END OF EXHIBIT A • "EXHIBIT D" OF AGREEMENT BETWEEN THE VILTAGE OF NORTH ORLANDO, FLORIDA AND PIERCE, WULBERN, MURPHEY, INC. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City does hereby designate Pierce, Wulbern, Murphey, Inc. (hereinafter referred to as "Company") to act in the capacity of Investment Banker to the City with a view of submitting a proposal to the City for the purchase of bonds or other obligations to be issued by the City, upon mutually acceptable prices and other terms and conditions as shall be commensurate with market conditions then prevailing, for the financing of the Project, the Company does hereby accept such designation, and in relation thereto, the Company will: 1. Analyze the financial and economic history of the City; to study the economic trends prevailing in the area and the estimates of possible future growth and economic development; to coordinate efforts with the Engineers selected by the City, to formulate a financing program involving the issuance and sale of such an amount of bonds as necessary and feasible to effectuate a workable financing, as approved by the City. 2. Cooperate with respect to the inclusion of necessary provisions and covenants to be contained in the bond authorizing instruments, including but not limited to date of bonds, maturities, interest rates, redemption provisions, debt service coverage, reserve funds, service charges and security pledges. 3. Counsel with the Attorneys for the City (including nationally recognized Bond Counsel to be retained by the City) regarding the financial and security provisions to be contained in the instruments authorizing and securing the bonds, and to assist, so far as is reasonably necessary and proper with all matters required by the courts and laws of the State of Florida. 6. Cooperate with all officials, employees and agents of the City, in the supervision, preparation and dissemination of all pertinent information regarding the program of financing, including related economic, engineering and financial data. 5. Submit a proposal to purchase the entire bond issue or issues when the feasibility, marketability and the principal amount or amounts of the bonds have been determined to the satisfaction of the City, Engineer and Company, and when Bond Counsel is able to give an unqualified approving opinion to accompany the bonds upon delivery which proposal may be accepted or rejected within a reasonable time by the City as its discretion. gk^'," a }";n I e 'p f^ta to vnlldn+m '' nr r..r O..,..,.. n... be sold and delivered, the City shall not be obligated to pay any fee for expenses incurred or services performed by the Company. Nothing contained in this agreement or in its acceptance by the City shall be construed to constitute the Company's employees of or financial or fiscal advisors to the City to establish any fiduciary or confidential relationship between the City and the Company or to limit or restrict in any manner the unqualified right of the City to reject any recommendations, suggestions, proposals or offers of the Company, or as a delegation of any of the powers, duties and obligations of the. City. It is understood and agreed upon by the parties hereto that the Company shall act as principals for the purpose of making a proposal to the City seeking to purchase the Bonds herein contemplated. Upon the signing of this agreement by the duly authorized representative of THE PILLAGE OF NORTH ORLANDO, FLORIDA and of PIERCE, NUIBE2N, MURPHEY, INC., this agreement will become effective and continue until such time as either party shall determine by thirty days written notification to the other of the intent to cancel the agreement. VIIIAGE OF NORTH ORLANDO, FLORIDA (SEAL) By Date PIERCE, WUIBERN, MURPHEY, INC.. By Date END OF EXHIBIT B