10/25/1977 AgreementWilliam H. Hough & Co
OLD PORT COVE JOE B. WISE
1212 U.S. HIGHWAY ONE
P.O. BOX 14095
NORTH PALM BEACH, FLORIDA 33408
(305) 626.3911
A G R E E M E N T
RESIDENT MANAGER
RAYMOND V.CONDON
THIS AGREEMENT entered into this s`� day of OC704W , 1977,
between WILLIAM R. HOUGH & CO., 924 Florida Federal Building, St. Petersburg,
Florida, hereinafter called "Hough", and MONROE COUNTY MUNICIPAL SERVICE
DISTRICT, hereinafter called the "District";
W I T N E S S E T H
WHEREAS, William R. Hough & Co. is desirous of performing certain
research, analyses, financial and underwriting services in connection with
proposed capital improvement programs of the District; and
WHEREAS, Hough has a high standing in the field of local government
finance and a wide and various experience in formulating, preparing and
marketing public bond issues and bond anticipation notes and financing
related thereto; and
WHEREAS, the District may require the financing of capital projects
under certain conditions and may require financing for other capital
improvements in the future;
NOW THEREFORE, in consideration of the premises and the mutual promises
herein contained, the parties hereto agree as follows:
A. Hough hereby agrees that in connection with any proposed capital
improvement project or any portion thereof for which Hough is given specific
authority to proceed by the District:
1. To immediately commence the development of a financing plan in
coordination with the District, its County Clerk, its staff, its attorney,
and its other consultants to provide funds for capital improvements as
required. All undertakings of Hough pursuant to this Agreement shall be
made with the objective of developing the best possible financing plan of
said project, the best appreciation possible for the security of the proposed
bonds or notes by the municipal market and the best possible interest rate
for the obligations when sold, considering the short and long term objectives
of the District.
2. To make such members of its staff approved by the District
available to the District, its County Clerk, its staff, its attorney and
its other consultants in order to create a suitable and sound financial
plan commensurate with foreseeable legal and economic factors. Said
services shall be done at all reasonable times in order that the financial
program may proceed with dispatch.
STATE, COUNTY AND MUNICIPAL BONDS
William a unugh & Co.
3. To attend meetings when requested in order to assist the District
on fiscal matters relating to the project.
4. Once general agreement is reached between the District and Hough
concerning a financial course of action for the project, to prepare a
detailed, sound and feasible financing plan which will provide the funds
necessary for the various elements of the project. Said financing plan
shall include a reasonable analysis and details concerning the following:
(a) The present financial posture of the District.
(b) The security pledged to the payment of any proposed bonds
or notes and an analysis of the strength of such security.
(c) Details of the rights of prior redemption of the bonds
or notes and details with respect to the issuance of any additional
bonds or notes.
(d) Other financial details of the proposed bonds or notes to
be issued including principal amounts, maturities, interest rates,
covenants and terms and conditions which will assure marketability
of such obligations.
(e) Information with respect to the time of marketing the
proposed bonds or notes and information with respect to the
documents and information required to be provided in order to
create the most favorable market for such proposed obligations.
(f) Information with respect to the administrative steps
required by the District to authorize and issue the proposed
obligations.
(g) The District's financial relationship to other governmental
units and agencies in the area.
5. In coordination with the District, to.prepare, print and distri-
bute to prospective bond or note buyers and the municipal market the Official
Statement which will form the basis of the bond or note offering, which
Official Statement will contain, among other things:
(a) Description of the obligations to be offered.
(b) Summary and explanation of the prospective covenants in
the resolution authorizing the proposed obligations.
(c) Description of the District and an analysis of the need
of the proposed improvements and description of the District's
operations.
(d) Historical records and projection of revenues pledged to
the obligations, adequacy of such revenues, and debt service
coverage presentations.
(e) Debt service schedules.
(f) Estimated project costs and proposed disposition of funds
derived from the issuance of the obligations.
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u(illiam �� u�ugh & Co.
(g) Basic governmental and economic financial data of the
District.
(h) Formal summary financial statements of the overall operations
of the District.
(i) Reproduction of the resolution authorizing the proposed
obligations.
(j) Such other data as deemed advisable and customary in the
preparation and distribution of an Official Statement.
6. To work with the District Attorney and Bond Counsel in the
drafting of a resolution authorizing the proposed obligations and to be
available upon request for conferences as to all legal steps necessary to
the sale of any obligations.
7. To have available Joe B. Wise or other member of its staff
approved by the District to testify as an expert witness on the financing
plan at any validation or other legal proceedings regarding the issuance
of the proposed obligations.
8. To confer by direct personal contact with the Municipal Rating
Services and Municipal Bond Insurance Association to provide these services
with complete information regarding the project and the District generally
in order that they may give any proposed obligations the highest ratings,
possible and maximum acceptance for insurance.
9. To stimulate a wide interest in any proposed obligations among
prospective institutional buyers through direct and personal contact.
10. To take such actions as deemed necessary to develop full market
exposure and a keen appreciation of the securities offering by the rating
agencies.
11. After submission by Hough of the plan for the financing of a
specific project and after consideration thereof and approval by the District,
and after agreement between the District and Hough upon the form and substance
of an Official Statement regarding the issuance of any obligations, the
District shall receive a purchase proposal from Hough for such obligations
to be issued pursuant to the approved financing plan for such project.
If the District accepts the purchase proposal from Hough, Hough shall be
obligated to purchase the obligations to be issued by the District pursuant
to the approved financing plan for such project and as is possible within
the limits provided by the laws of the District. The District shall have
a reasonable time to accept Hough's offer to purchase the obligations and
to enter into a contract with Hough for the sale and purchase thereof.
If the District elects to offer the proposed obligations at public sale,
Hough shall then be obligated to proceed to assist the District in such
sale as provided in subsequent paragraphs of this Agreement.
12. In the event the District shall determine not to accept the
offer by Hough for the purchase of the proposed obligations as submitted
and shall reject such offer, the District shall have the right to offer
said proposed obligations to others as provided in paragraph 14 herein.
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wli"M li Hough & Co.
13. In making the investigations, studies, plans and determinations
leading to Hough's offer to purchase the proposed obligations and in the
submission of such offer to purchase, Hough will be acting on its own behalf
as principal and not as an employee, representative or fiduciary of the District.
14. The District shall be under no obligation to sell the proposed
obligations to Hough under the foregoing provisions, and in the event the
District shall elect to sell the obligations to others, Hough shall then be
obligated to perform the additional duties customarily provided for and on
behalf of the District in connection with the public sale of such obligations.
Hough may bid for the bonds unless directed by the District not to do so.
It is understood that Hough shall not be entitled to any fee for services if
the offer of Hough to purchase any obligations made pursuant to paragraph 11
is accepted.
15. Should the District proceed to sell the obligations in accordance
with paragraph 14, Hough shall, upon performance of all services customarily
provided to public bodies issuing bonds or notes through public sale including
the services outlined herein and upon delivery and payment of the obligations
sold by the District be entitled to and be paid a fee based on the schedule
attached hereto as Exhibit A, or B. It is expressly understood that the
District shall not be financially obligated to Hough if for any reason the
financing fails to materialize or the District does not elect to accept any
bids at such public sale; provided, however, that the terms of this paragraph
shall not preclude payment for services to Hough which may be agreed to
pursuant to any subsequent agreement made pursuant to paragraph 17 herein.
Hough agrees to pay validation costs, the District Attorney's fee, the fee
of Bond Counsel, rating agencies' fees, printing costs of the bonds or notes
and the Official Statement, and other costs incurred by the District under
the provisions of paragraph 11, it being understood that should the District
not accept an offer made by Hough pursuant to paragraph 11 hereof, these
expenses in connection with the financing of the project would be paid by
the District. Hough agrees to pay all of its own travel, communication and
other expenses incurred by it under this Agreement if the obligations are
sold pursuant to paragraph 11 hereof, except for fees and expenses incurred
under paragraph 17.
16. Hough also agrees:
(a) To supervise the printing, signing and delivery of the
obligations to be issued by the District pursuant to this Agreement.
(b) To provide an Amortization Schedule to the District sub-
sequent to the closing and assist the District in planning and
coordinating the investment of construction funds with project
requirements.
(c) To assist the District staff in the most advantageous
investment of unencumbered County funds.
17. Should, in the course of work described in this Agreement, the
District determine that additional work products are desired of Hough, and
Hough accepts such assignments, Hough shall be compensated for such work
product as provided in Exhibit A, paragraph 4, or this Agreement may be
amended in writing as mutually acceptable to the parties to provide for
accomplishment,of such additional work products and the basis•of payment
therefor.
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Willkin IL nough & Co.
B. STATE OR FEDERAL AID. Hough agrees to assist the District in
obtaining permanent financing under the State of Florida Bond Loan Program,
and/or through Federal assistance, where applicable and eligible from various
State and Federal agencies. Alternative financing plans and programs will be
formulated, but prepared within the guidelines provided by those State and
Federal agencies as would be appropriate and based upon our experience in
assisting other issuers in obtaining State and Federal funds. We will assist
in the preparation of applications and reports, attend meetings at State and
Federal level, as needed, and assist the staff in all matters relating to the
financial aspects of these funds. No avenue of financial assistance will be
overlooked.
Since the parameters of conventional financing and those of State
and Federal assistance are substantially different, this may entail the
preparation of several financing plans, each tailored to the source of funds
to which the plan is directed. All alternatives will be thoroughly discussed
with the staff and Commissioners together with our recommendations and those
of the other advisors to the District.
C. This Agreement shall be in force and effect from the date of
execution hereof; provided, however, that the District, at its option,
may terminate this Agreement by giving written notice to Hough at least
120 (one hundred twenty) days prior to any such termination. In the event
of such early termination of this Agreement by the District, the District
shall reimburse Hough for its expenses as shall have been approved by the
County and shall pay Hough a reasonable price for the value of the work
product of Hough to such date of early terminations.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year first above written.
Signed, sealed and delivered WILLIAM R. HOUGH & CO.
in the presence of; j
Joe B. Wise, Resid
E COUNTY MUNICIPAL
DISTRICT
m
EXHIBIT A -- (Page 1)
(1)
Recommended Schedule of Standard
Minimum Fees for Financial Consulting Contracts
The following schedule of standard minimum fees for which the recommended fee is 800/0 of the
is recommended by the Chartered Municipal standard schedule and pari passu revenue bonds for
Financial Consultants of the Florida Security Dealers which the recommended fee is 70010 of the standard
Association and is considered to be appropriate schedule. It is assumed that the issuer will pay all
for all bond issues except general obligation bonds, direct expenses in connection with the financing.
Amount
Of Bonds
Amount
Of Fee
Fee Per $1,000
For Next $100,000
Par Value
Amount
Of Bonds
Amount
Of Fee
Foe Par $1.000
For Next 1100.000
Per Value
$ 500,000
$ 7,500.00
$12.500
$2,800,000
$21,837,50
$4.000
600,000
8,750.00
11.250
2,900,000
22,237.50
3.875
700,000
9,875.00
10.000
3,000,000
22,625.00
3.750
800,000
10,875.00
8.750
3,100,000
23,000.00
3.625
900,000
11,750.00
7.500
3,200,000
23,362.50
3.500
1,000,000
12,500.00
6.250
3,300,000
23,712.50
3.375
1,100,000
13,125.00
6.125
3,400,000
. 24,050.00
3.250
1,200,000
13,737.50
6.000
3,500,000
24,375.00
3.125
1,300,000
14,337.50
5.875
3,600,000
24,687.50
3.000
1,400,000
14,925.00
5.750
3.700,000
24,987.50
2.875
1,500,000
15,500.00
5.625
3,800,000
25,275.00
2.750
1,600,000
16,062.50
5.500
3,900,000
25,550.00
2.625
1.700,000
16,612.50
5.375
4,000,000
25,812.50
2.500
1,800,000
17,150.00
5.250
4,100,000
26,062.50
2.375
0,900,000
17,675.00
5.125
4,200,000
26,300.00
2.250
2,000,000
18,187.50
5.000
4,300,000
26,525.00
2.125
2.100,000
18,687.50
4.875
4,400,000
26,737.50
2.000
2,200,000
19,175.00
4.750
4.500,000
26,937.50
1.875
2,300.000
19,650.00
4.625
4,600,000
27,125.00
1.750
2,400,000
20,112.50
4.500
4,700,000
27,300.00
1.625
2,500,000
20,562.50
4.375
4,800,000
27,462.50
1.500
2,600,000
21,000.00
4.250
4,900,000
27,612.50
1.375
20'700,000
21,425.00
4.125
5,000,000
27,750.00
All over $5,000.000
subject to negotiation.
rj
�uugh d
EXHIBIT A -- (Page 2)
(2) Hough shall be compensated at one-half (1/2) the above Fee Schedule
for all note issues sold.
(3) Bond or note issues financed through State or Federal Grant and/or
Loan Programs shall be compensated at 80% of the above Fee Schedule,
as applicable.
, w a I I I I - 1 31 __ - - , . —
Houg be compensated at the rate of $50.00 per man-hour for
the services o consultants, and $75.00 per man-hour for
the services of Mr. Houg f pocket expenses of such personnel
would be added thereto, such expenses exceed $50.00 per day,
lus travel expense appropriately documented.Z �in�arys�ervices
no
mutual satisfaction of both parties.
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