HomeMy Public PortalAboutDunlap & Associates Municipal Advisor AgreementD .
A
Dunlap &
Associates
Dunlap & Associates, Inc.
Financial Consultants
November 3, 2016
The City of Crestview
Betsy Roy, City Clerk
P. O. Drawer 1209
Crestview, Florida 32536
Re: G-42 Duties of Non Solicitor Municipal Advisor
Dear Ms. Roy,
This letter is provided under new MSRB Rule G-42 in connection with our current engagement as
municipal advisor under Financial Advisory Agreement dated July 27, 2015 (the "Agreement")
between Dunlap & Associates, Inc. ("Municipal Advisor") and the City of Crestview (the "Client").
This letter will serve as written documentation required under MSRB Rule G-42 of certain specific
terms, disclosures and other items of information relating to our municipal advisory relationship
as of the date this letter is signed by Municipal Advisor.
1. Scope of Services. (a) Services to be provided. The scope of services with respect
to Municipal Advisor's engagement with Client is as provided in the Agreement (the "Scope of
Services").
(b) Limitations on Scope of Services. The Scope of Services is subject to such
limitations as may be provided in the Agreement.
(c) IRMA status. If Client has designated Municipal Advisor as its independent registered
municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the "IRMA exemption"),
the Scope of Services is not deemed to be expanded to include all actual or potential issuances
of municipal securities or municipal financial products merely because Municipal Advisor, as
IRMA, reviews a third -party recommendation relating to a particular actual or potential issuance
of municipal securities or municipal financial product not otherwise considered within the Scope
of Services. Municipal Advisor is not responsible for verifying that it is independent (within the
meaning of the IRMA exemption as interpreted by the SEC) from another party wishing to rely on
the exemption from the definition of municipal advisor afforded under the IRMA exemption.
Municipal Advisor requests that Client provide to it, for review, any written representation of Client
contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B) that references Municipal Advisor, its
personnel and its role as IRMA. In addition, Municipal Advisor requests that Client not represent,
publicly or to any specific person, that Municipal Advisor is Client's IRMA with respect to any
aspect of municipal financial products or the issuance of municipal securities, or with respect to
any specific municipal financial product or any specific issuance of municipal securities, outside
the Scope of Services without first discussing such representation with Municipal Advisor
1146 Keyes Avenue, Winter Park, Florida 32789
Telephone: 407.678.0977 Telecopy: 407.678.6240
Page 2
2. Municipal Advisor's Reaulatory Duties When Servicina Client. MSRB Rule G-42
requires that Municipal Advisor make a reasonable inquiry as to the facts that are relevant to
Client's determination whether to proceed with a course of action with a course of action or that
form the basis for and advice provided by Municipal Advisor to Client. The rule also requires that
Municipal Advisor undertake a reasonable investigation to determine that it is not basing any
recommendation on materially inaccurate or incomplete information. Municipal Advisor is also
required under the rule to use reasonable diligence to know the essential facts about Client and
the authority of each person acting on Client's behalf.
Accordingly, Municipal Advisor will seek Client's assistance and cooperation, and the
assistance and cooperation of Client's agents, with the carrying out by Municipal Advisor of these
regulatory duties, including providing to Municipal Advisor accurate and complete information and
reasonable access to relevant documents, other information and personnel needed to fulfill such
duties. In addition, to the extent Client seeks to have Municipal Advisor provide advice with regard
to any recommendation made by a third party, Municipal Advisor requests that Client provide to
Municipal Advisor written direction to do so as well as any information it has received from such
third party relating to its recommendation.
3. Term. The term of Municipal Advisor's engagement as municipal advisor and the terms
on which the engagement may be terminated are as provided in the Agreement. We understand
that our engagement will continue until such time as Client determines to terminate the
engagement.
4. Compensation. The form and basis of compensation for Municipal Advisor's services as
municipal advisor are as provided in the Agreement.
5. Reauired Disclosures. MSRB Rule G-42 requires that Municipal Advisor provide you
with the following disclosures of material conflicts of interest and of information regarding certain
legal events and disciplinary history.
(a) Disclosures of Conflicts of Interest. MSRB Rule G-42 requires that municipal
advisors provide to their clients disclosures relating to any actual or potential material conflicts of
interest, including certain categories of potential conflicts of interest identified in Rule G-42, if
applicable. If no such material conflicts of interest are known to exist based on the exercise of
reasonable diligence by the municipal advisor, municipal advisors are required to provide a written
statement to that effect.
I. Based on the exercise of reasonable diligence, Municipal Advisor concludes that it
has no known material conflicts of interest. Accordingly, there are no material conflicts of interest
known to Municipal Advisor in connection with the Scope of Services under this Agreement.
II. Compensation -Based Conflicts. The fees due under this Agreement will be
based on the size of the Issue and the payment of such fees shall be contingent upon the delivery
of the Issue. While this form of compensation is customary in the municipal securities market, this
may present a conflict because it could create an incentive for Municipal Advisor to recommend
unnecessary financings or financings that are disadvantageous to Client, or to advise Client to
increase the size of the issue. This conflict of interest is mitigated by the general mitigations
described above.
1146 Keyes Avenue, Winter Park, Florida 32789
Telephone: 407.678.0977 Telecopy: 407.678.6240
Page 3
(b) Disclosures of Information Regarding Legal Events and Disciplinary History.
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of
legal or disciplinary events material to its client's evaluation of the municipal advisor or the integrity
of the municipal advisor's management or advisory personnel.
I. Material Legal or Disciplinary Event. There are no legal or disciplinary events
that are material to Client's evaluation of Municipal Advisor or the integrity of Municipal Advisor's
management or advisory personnel disclosed, or that should be disclosed, on any Form MA or
Form MA -I filed with the SEC
II. How to Access Form MA and Form MA -I Filings. Municipal Advisor's most
recent Form MA and each most recent Form MA -I filed with the SEC (File # 867-00441) are
available on the SEC's EDGAR system at:
htta://www.sec.aov/cgi-bin/browse-edoar?action=aetcompa nv&C IK=0001615741 .
(c) Future Supplemental Disclosures. As required by MSRB Rule G-42, this Section 5
may be supplemented or amended, from time to time as needed, to reflect changed
circumstances resulting in new conflicts of interest or changes in the conflicts of interest described
above, or to provide updated information with regard to any legal or disciplinary events of
Municipal Advisor. Municipal Advisor will provide Client with any such supplement or amendment
as it becomes available throughout the term of the Agreement.
ACKNOWLEDGED:
City of Crestview
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1146 Keyes Avenue, Winter Park, Florida 32789
Telephone: 407.678.0977 Telecopy: 407.678.6240