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.
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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