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HomeMy Public PortalAboutDunlap & Associates- Financial Consulting ServicesDoc 11 i City of Crestview City Clerk Coversheet i II T S * Contracts Year 1[111,111 II 2016 5/3/2019 Dunlap Associates AGREEMENT WITH DUNLAP & ASSOCIATES, INC. FOR FINANCIAL CONSULTING SERVICES THIS AGREEMENT, entered into this 27th day of July, 2015, by and between the City of Crestview, Florida, hereinafter referred to as "Client", and Dunlap & Associates, Inc., hereinafter referred to as "Financial Advisor". WHEREAS, the Client desires assistance in providing financial consulting in relation to issuance of general obligation and water and sewer bonds. WHEREAS, the Financial Advisor is experienced and qualified in providing said services under the terms and conditions hereinafter set forth: NOW, THEREFORE, the Client hereby retains the Financial Advisor to provide financial consulting services for bond issuance. In consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows: I. SERVICES TO BE PERFORMED BY FINANCIAL ADVISOR A. Debt Issue Development and Sales Services. The Financial Advisor shall perform the following services for a debt offering (bond issue) when authorized by the Client. 1. Planning and Development Phase a. Research and advise on aspects of tax exemption and arbitrage in cooperation with the Client's legal counsel and bond counsel. Assist in obtaining Internal Revenue Service rulings, if necessary. b. If necessary, assist in the preparation and analysis of refunding studies in cooperation with Client's officials and administrative staff, bond attorneys, accountants, architects, engineers and other professionals as requested by the Client. c. Carefully analyze the financing to determine the best methods of strengthening its marketability consistent with current economic and capital market conditions and increasingly stringent rating agency criteria. This may involve the use of municipal bond insurance, surety bonds, letters of credit, underlying ratings, rating upgrades or other credit enhancement devices. A more thorough discussion of the Financial Advisor's credit enhancement services is presented later in this section. d. Perform a comprehensive analysis to determine the best possible plan of finance. The bond issue will be analyzed on its merits, including a market test to determine its marketability. Assist in determination of method of sale. Coordinate selection of an underwriter, if a negotiated sale is selected. e. Consult with the rating agencies, Moody's, Standard & Poor's and/or Fitch Investors Service with regard to the proposed financing and assist in obtaining the most favorable credit rating possible. Prepare Client thoroughly for any credit rating presentations and participate in those meetings. 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 g• Provide assistance and recommendations with the selection of ancillary service providers such as underwriters, registrar, trustee and printer. Act as liaison with bond counsel and coordinate other professionals providing information in connection with the proposed financing. h. Prepare a timetable of events for all concerned leading to the successful sale and delivery of an offering. 2. Marketing Phase a. Advise on the appropriate terms and conditions of the sale, including maturity schedule, underwriter discount, redemption provisions, interest rate bidding requirements and basis for award. b. Advise on the timing of the bond sale, taking into consideration such factors as changing economic conditions, current and projected market trends and specific requirements to the Client. c. Coordinate with bond counsel the preparation of authorizing ordinances and resolutions and other documents involved in the sale of bonds or other methods of financing. In the event the issue is sold by competitive sale, the Financial Advisor will also assist in publicizing the issue in advance with an Official Statement, Notice of Sale, Bid Forms and such other means necessary and advisable to develop nationwide public and institutional interest. d. Assist the Client in meeting full disclosure requirements and conforming to suggested guidelines when preparing the Official Statement as an advisor. e. Distribute the Official Statement to potential purchasers of the Client's securities. Directly contact those lead underwriters most likely to be syndicate managers. Maximize efforts to market the Client's debt issuance most effectively. g• Conduct informational meetings with the investment community, including investment bankers (dealers and dealer banks) and institutional investors (banks, bank holding companies, and insurance companies) in New York, Florida and elsewhere, if necessary, to establish bidding interest on this offering. If the financing is sold competitively, advertise the bond sale in nationally prominent financial publications, in addition to coordinating local publication requirements. h. For competitively sold bond issues, verify the bid opening to assist with the verification and evaluation of bids and recommend the most favorable bid for award. 3. Bond Closing Phase a. Direct bond closing details, including coordination with bond counsel, printer, underwriter and insurance companies to promptly execute the closing of the financing. 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 b. Direct, coordinate and supervise preparation of the transcript and provide the Client with bond and interest debt service schedules showing required semi-annual payments and other information relevant to the completed financing. c. Solicit bids on investment of idle funds, if requested. B. General Services 1. Facilitate the Client on any required bond and loan coverage tests, anti -dilution test as required by loan documents or as requested by rating agencies. 2. In addition, the Financial Advisor will attend periodic meetings as requested by Client for items that result in a financing. C. Work Products. The Financial Advisor or Disclosure Counsel shall provide the following work products for each competitive and negotiated debt offering. 1. Preliminary Official Statement 2. Final Official Statement 3. Official Notice of Bond Sale (Competitively Sold Issues) 4. Estimated Timetable 5. Rating Agency Presentation Outlines 6. Such other analyses, cash flow projections and materials necessary for financial planning and bond sale purposes. 7. Bond refinancing sensitivity analyses. II. FEES FOR SERVICES PERFORMED A. Fees for all services: For the performance of services in Sections I.A., I.B. and I.C., the Financial Advisor shall be compensated on the basis of the fee schedule shown in Appendix A. 1. Printing Costs. The fee schedule in Appendix A does not include printing of Official Statements and bond certificates. 2. Out -of -Pocket Expenses. The fee schedule in Appendix A does cover miscellaneous issuance costs and financial advisor out-of-pocket expenses related to bond issues. B. Payment Due 1. The Financial Advisor's fee and any reimbursement for out of pocket issuance costs shall be due and payable 30 days after receipt by the Client of the invoice. C. Negotiation of Fee. Any specific arrangements regarding fees not covered by this agreement may be negotiated by the Client and Financial Advisor. Ill. ASSIGNMENT OF FINANCIAL ADVISOR PERSONNEL A. The services to be provided by the Financial Advisor shall be provided by J. Craig Dunlap, Sylvia Dunlap, Kelly Ryman, and Justin Baumgardner of Dunlap & Associates, Inc. 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 B. Changes in Staff. The Financial Advisor will advise the Client not less than thirty (30) days in advance of any proposed changes in the Financial Advisor's staff assignment to enable the Client opportunity to discuss such proposed changes with the Financial Advisor. The Financial Advisor shall agree to assign staff satisfactory to the Client. In the event that after discussion of such proposed changes in staff, the Client detei urines that the changes are not acceptable, the agreement may be terminated by thirty (30) days written notice by the Client. IV. INDEMNITY Financial Advisor agrees to defend, indemnity, save and hold harmless the Client, its officers, agents and employees from any claim, demand, suit, loss, cost or expense for any damages which may be asserted, claimed or recovered against or from Client, its officers, agents, or employees by reason of any damage to property or personal injury, including death and which damage, injury or death arises out of or is incidental to or in any way connected with Financial Advisor's performance of services. This indemnification includes, but is not limited to, the performance of this Agreement by Financial Advisor or any act or omission of Financial Advisor, their agents, servants, contractors, patrons, guests or invitees and includes any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof. V. NOTICES Any notices required to be given by either party to the other shall be provided to the following address: City of Crestview, Florida 198 North Wilson Street Crestview, Florida 32536 VI. TERM OF AGREEMENT Dunlap & Associates, Inc. 1146 Keyes Avenue Winter Park, FL 32789 This agreement shall be for a three-year period with an option to renew for additional three-year periods commencing on the date of its execution. Modification shall be by mutual consent and termination shall be sixty (60) day written notice by either party. The Client shall not be obligated to pay for any services provided by Financial Advisor after Financial Advisor has received notice of termination. The Client's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the City Council. During the term of this agreement, the Client may terminate this agreement for cause after first giving the Financial Advisor (30) days notice of default and opportunity to cure the default within the thirty day period. In the event the acts constituting default are a violation of law, the Financial Advisor will be subject to immediate termination of agreement. VII. TERMINATION This agreement may be terminated for cause by action of Client or by Financial Advisor upon three (3) days written notice by the party that elected to terminate, or for convenience by action of 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 Client upon not less than fourteen (14) days' written notice. Termination of this agreement for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of Client as set forth in this agreement, or multiple breach of the provisions of this agreement, notwithstanding whether any such breach was previously waived or cured. Notice of termination shall be provided in accordance with the "NOTICES" Section V of this agreement except that notice of termination by the Client if the Client deems it necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" Section V of this agreement. In the event this agreement is terminated for convenience, Financial Advisor shall be paid for any services performed up until the date the Agreement is terminated. Upon being notified of Client's election to terminate, Financial Advisor shall refrain from performing further services or incurring additional expenses under the terms of this agreement. Under no circumstances shall Client make payment for services which have not been performed. VIII. OTHER TERMS AND CONDITIONS The Financial Advisor will provide a certificate of insurance for a minimum of $1,000,000 professional liability coverage, and the Client shall be additional named insured. The Financial Advisor agrees (1) to keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform our services under this proposal; (2) to provide the public with access to public records pertaining to our services under this proposal, on the same terms and conditions that the City would provide the records, and at a cost that does not exceed the cost as may be provided by law; (3) to ensure that public records pertaining to our services under this proposal, that- are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law; (4) to meet all requirements for retaining public records pertaining to our services under this proposal and transfer, at no cost, to the City all such public records in our possession upon termination of this agreement, which have not previously been provided to the City, and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements; and (5) with respect to records stored electronically, to provide them to the City in a foLluat that is compatible with its information technology systems. This agreement shall be governed by the laws of the State of Florida. The Financial Advisor agrees to follow all Federal, State and local Laws including, but not limited to, Public Records Laws. It is agreed the Financial Advisor presently has no interest, and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Financial Advisor's services under this agreement. It is further agreed that in the performance of this agreement, the Financial Advisor shall employ no person having any such interest. IN WITNESS WHEREOF, the parties have signed this contract as of the day and the year above written. 1 146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 APPENDIX A FEE SCHEDULE For our services as Financial Advisor, our proposed fee will be as follows: Our normal fee schedule per bond series will apply for future financings as follows: $1.00/$1,000 for the first $20 million $0.75/$1,000 for the next $20 million $0.50/$1,000 for amounts in excess of $40 million A minimum fee of $25,000 would be charged for each bond financing A minimum fee of $20,000 would be charged for each bank loan financing. If additional services, other than financial advisory services, are required, these fees will be negotiated at a later date and mutually agreed upon. • For investment services, the Financial Advisor will arrange for the competitive bidding of bond proceeds and will be compensated by the successful bidder in an amount consistent with Federal tax regulations. • For escrow restructurings and any additional services, the fees will be negotiated on a case by case basis. 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240 THE CITY OF CRESTVIEW, FLORIDA DUNLAP & ASSOCIATES, INC. By: (1_,-426e Mayor By: Preside By: Semo ice President 1146 Keyes Avenue Winter Park, Florida 32789 Telephone: 407.678.0977 Telecopy: 407.678.6240