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10/25/1977 AgreementWilliam H. Hough & Co. " OLD PORT COVE JOE B. WISE 1212 U.S. HIGHWAY ONE RESIDENT MANAGER P.O. BOX 14095 NORTH PALM BEACH, FLORIDA 33408 (305) 626.3911 A G R E E M E N T RAYMOND V.CONDON THIS AGREEMENT entered into this .� day of Qt;%f3,=_A 1977 � , between WILLIAM R. HOUGH & CO., 924 Florida Federal Building, St. Petersburg, Florida, hereinafter called "Hough", and MONROE COUNTY, FLORIDA, hereinafter called "County"; W I TN 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 Monroe County, Florida; 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 County may require the financing of capital improvements to the Court House and jail buildings 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 County: 1. To immediately commence the development of a financing plan in coordination with the County, 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 County. 2. To make such members of its staff approved by the County avail- able to the County, its County Clerk, its staff, its attorney and its other consultants in order to create a suitable and sound financial plan commen- surate 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 lUilliam R Hough & Co. 3. To attend meetings when requested in order to assist the County on fiscal matters relating to the project. 4. Once general agreement is reached between the County 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 County. (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 County to authorize and issue the proposed obligations (g) The County's financial relationship to other governmental units and agencies in the area. 5. In coordination with the County, 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 Monroe County, Florida and an analysis of the need of the proposed improvements and description of the County'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. -2- ' . wu�tarti i� uu�igh �r l.p. (g) Basic governmental and economic financial data of Monroe County. (h) Formal summary financial statements of the overall operations of Monroe County. (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 County 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 County 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 County 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 County, and after agreement between the County and Hough upon the form and substance of an Official Statement regarding the issuance of any obligations, the County shall receive a purchase proposal from Hough for such obligations to be issued pursuant to the approved financing plan for such project. If the County accepts the purchase proposal from Hough, Hough shall be obligated to purchase the obligations to be issued by the County pursuant to the approved financing plan for such project and as is possible within the limits provided by the laws of the County. The County 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 County elects to offer the proposed obligations at public sale, Hough shall then be obligated to proceed to assist the County in such sale as provided in subsequent paragraphs of this Agreement. 12. In the event the County shall determine not to accept the offer by Hough for the purchase of the proposed obligations as submitted and shall reject such offer, the County shall have the right to offer said proposed obligations to others as provided in paragraph 14 herein. wiUiain it „o`ugh & to. 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 County. 14. The County shall be under no obligation to sell the proposed obligations to Hough under the foregoing provisions, and in the event the County 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 County in connection with the public sale of such obligations. Hough may bid for the bonds unless directed by the County 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 County 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 County 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 County shall not be financially obligated to Hough if for any reason the financing fails to materialize or the County 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 County 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 County under the provisions of paragraph 11, it being understood that should the County 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 County. 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 County pursuant to this Agreement. (b) To provide an Amortization Schedule to the County subsequent to the closing and assist the County in planning and coordinating the investment of construction funds with project requirements. (c) To assist the County staff in the most advantageous investment of unencumbered County funds. 17. Should, in the course of work described in this Agreement, the County 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 , paragraph 4, or this Agreement may be amended in writing as mutually a ceptable to the parties to provide for accomplish- ment of such additional work products and the basis of payment therefor. -4- P William i Hough & Co. B. STATE OR FEDERAL AID. Hough agrees to assist the County 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 form- ulated, 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 County. C. This Agreement shall be in force and effect from the date of execution hereof; provided, however, that the County, 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 County, the County 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 termination. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. Signed, sealed and delivered in the presence of: ATTEST: WILLIAM R. HOUGH & CO. i -5- a E]kHIBIT A -- (Page 1) (1.) Recommended Schedule of Standard Minimum Fees for Financial Consulting Contracts The following schedule of standard minimum fees is recommended by the Chartered Municipal Financial Consultants of the Florida Security Dealers Association and is considered to be appropriate for all bond issues except general obligation bonds, for which the recommended fee is 80010 of the standard schedule and pari passu revenue bonds for which the recommended fee is 70% of the standard schedule. /t is assumed that the issuer will pay all direct expenses in connection with the financing. Amount Of Bonds Amount Of Fee Fee Per $1,000 For Next $100.000 Per Value Amount Of bonds Amount Of Fee Fee Par i1,00o For Next Stoo,o00 Par 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 11000,000 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 1,900,000 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 2,700,000 21.425.00 4.125 5,000,000 27,750.00 All over $5,000,000 subject to negotiation. William R Hough & Co. EXHIBIT A -- (Page 2) <i (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. ( u s, shall ensated at the rate of $50.00 per man-hour a services of senior consu and $75.00 per man-hour a services of Mr. Hough. Out of pocket exp of suc onnel would be added thereto, such expenses not to exceed . plus travel expense appropriately docu . Extraordinary se of reasonably included such fees would be negotiated to the mu atisfaction parties.