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05/19/1981 AgreementWilliam R.Mou_qh & Co. OLD PORT COVE JOE B. WISE 1212 D U.S. HIGHWAY ONE VICE PRESIDENT P.O. BOX 14095 RAYMOND V. CONDON NORTH PALM BEACH, FLORIDA 33408 VICE PRESIDENT (305) 626-3911 JUDY M. STUBECK REPRESENTATIVE AGREEMENT BETWEEN MONROE COUNTY AND WILLIAM R. HOUGH & CO. RELATIVE TO THE ELECTION BY MONROE COUNTY TO OFFER AT PUBLIC SALE $2,000,000 IMPROVEMENT REVENUE BONDS, SERIES 1981 WTTNESTETH THIS AGREEMENT entered into this 19 th day of May 1981 by and between Monroe County, Florida and William R. Hough & Co. WHEREAS Monroe County, Florida (hereinafter referred to as "the County") and William R. Hough & Co. (hereinafter referred to as "Hough") have previously entered into an agreement dated the 25th day of October, 1977 (the "Agreement") which Agreement relates to the services to be rendered by Hough to the County with respect to the financing of certain capital projects by the County; and WHEREAS pursuant to the Agreement, the County has adopted a resolution providing for the construction of capital improvements, which improvements are more particularly described as the Marathon Library, the Harry arris Park and the acquisition of a school board building presently owned by the Monroe County School Board (the "Project); and WHEREAS the County has authorized the issuance of $2,000,000 Improvement Revenue Bonds, Series 1981 (the "Bonds") to pay for the cost of the Project; and WHEREAS pursuant to the terms of the Agreement, Hough has provided, as of this date, the services required by the Agreement relative to the financing of the Project; and WHEREAS the County has elected, in accordance with the Agreement, to sell the Bonds at public sale; and WHEREAS in light of the County's election to offer the Bonds at public sale, the parties hereto desire to set forth and describe their rights and duties relative to the issuance of the Bonds, and the financing of the Project. STATE, COUNTY AND MUNICIPAL BONDS William R. HSugh & Co. Page Two NOW, THEREFORE, in accordance with the foregoing and subject to the terms and conditions hereinafter set forth, the County and Hough do hereby agree as follows: 1. Pursuant to the Agreement, the County elects to sell the Bonds at public sale. 2. Hough shall perform all services customarily provided to public bodies issuing bonds through public sale, and shall comply with the terms of the Agreement relative to the services to be performed by Hough whenever the County elects to offer Bonds at public sale. 3. Upon delivery and payment for the Bonds, Hough shall be paid a fee by the County in accordance with Schedule "A" attached hereto and made a part hereof. 4. The County shall pay, from bond proceeds, all expenses of issuance, including but not confined to, bond counsel fee and expenses, local counsel fee and expenses, validation costs, costs of preparation, printing and distribution of the Official Statement, bond printing costs, rating fee(s), advertising and bid computation charges, signing and closing costs and, if applicable, MBIA or AMBAC insurance premium. 5. Other than as set forth in this Agreement, the terms and provisions of the Agreement shall remain in full force and effect and shall be binding upon the parties hereto until the Agreement is terminated or modified. IN WITNESS WHEREOF the parties hereto have set their hand and seal the day and year first above written. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: ATTEST: By: WILLIAM R,4 HOUGH & CO. I e e0 , Vice Pres, ROE COUNTY, FLORIDA EXHIBIT A 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. It 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 $100A00 Par Value Amount Of Bonds Amount Of Fee Fee Per $1,000 For Next $100,000 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 2,700,000 21,425.00 4.125 5,000,000 27,750.00 All over $5,000.000 subject to negotiation.