HomeMy WebLinkAboutLarson Consulting Services Agmt. 10-2-13� I
AGREEMENT BETWEEN
THE CITY OF CAPE CANAVERAL, FLORIDA
AND LARSON CONSULTING SERVICES
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THIS AGREEMENT made and entered into this c day of October 2013 by and between the
City of Cape Canaveral, Florida, a municipal corporation of the State of Florida (herein called
the "City") and Larson Consulting Services, LLC (herein called the "Financial Advisor" or
"Larson Consulting"), is referred to as the Financial Advisor Agreement.
WITNESSETH:
WHEREAS, the City has determined that it is in its best interest to retain an independent
Financial Advisor to advise the City and its Management Team with respect to (i)
reviewing a City Staff prepared Finance Plan(s) for a number of proposed City capital
projects including the initial proposed project including City Hall, Fire Station, and other
capital projects, (ii) reviewing the City's current Investment Policy and Investment
Portfolio, and providing recommendations to the City's Investment Officer for an updated
approach, (iii) preparing an Investment Plan of the proposed bank/bond proceeds, and
(iv) other general government financial, capital planning, budget, project analysis,
feasibility analysis, investments support, and financing support services, all as needed
and requested by the City; and
WHEREAS, the City has determined to retain the Financial Advisor by piggybacking off
F of a comparable Financial Advisor RFP by the City of Dunedin, where Larson Consulting
Services was selected to be that city's Financial Advisor for comparable services under a
similar Agreement; and
WHEREAS, the Financial Advisor, as an independent SEC and MSRB registered
Financial Advisor, and its Principal Contact Officer and the Larson Consulting Team, are
well qualified by experience and capability of performing such financial advisory,
consultancy, investments support, and project advisory services for comparable Florida
cities and other Florida municipal clients, per GFOA and FGFOA standards, since 1992
and across the Country since 1982; and
WHEREAS, the Financial Advisor is prepared to commit the necessary resources in
support of the financial advisory, consultancy, project support, and investment support
services, and understands that it is important to support City Staff on the review of a
Finance Plan and Investment Program for the specific capital projects for City Council
1 consideration as part of the City's current Capital improvement plan (CIP) and the
proposed initial long term financing with a City objective to close by January 31, 2014;
and
WHEREAS, the Financial Advisor is desirous of providing investment support and a
review of the current City Investments in October 2013, as well as other financial
advisory, consulting, and project support services to the City, as requested; and
NOW THEREFORE, the City and the Financial Advisor, and in consideration of the
services and responsibilities contained herein, agree as follows:
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A. TERM OF AGREEMENT:
The term of this Agreement commences the date of acceptance and continues for five (5)
years. Prior to the end of the five year term, the City shall have the option to renew for three (3)
additional successive years under the same terms and conditions, and the Agreement will
automatically renew for successive annual periods unless cancelled by either party.
B. SERVICES PROVIDED BY THE FINANCIAL ADVISOR:
The services, as requested by the City, to be performed by the Financial Advisor on
behalf of the City related to investments support shall include those financial consultancy
services covered under this Section B.1. Other financial, consulting, project finance and PPP
development support services are covered in Section B.2. Traditional financial advisory services
related to financings or refundings are covered under Section B.3.
B.1. FINANCIAL AND INVESTMENTS SUPPORT SERVICES
1. "Financial and Investments Support Services" will include, but not be limited to, as
requested by the City's City Manager, or if designated, the Finance Director, the
assistance to City Staff with (a) following a review of the current Investment Policy and
Investment Portfolio, a diversification effort of the existing City investments, (which
exclude any Pension or Trust held assets), and (b) the evaluation of ways to perform a
cash flow analysis and improve interest earnings. This work effort will be governed per
the City's Investment Policy, as amended, Florida Statutes, and current FGFOA and
GFOA standards, and take into consideration the City's Capital Improvement Plan
("CIP"), as amended. The Investment portfolio should be diversified, "suitable" to the
City's policies and Investment policy objectives, and aligned to meet both operational,
reserve and CIP requirements.
In order to keep fees to a minimum as set forth in Section C.1., the City agrees to provide
information that is readily available to Larson Consulting, and provide ready access to its
City Manager, Finance Director, and other key City Staff, as needed. The Primary City
Contact Officer per the current Investment Policy is the City Manager, who is cited as the
City's "Investment Officer", with the understanding that Larson Consulting will also
work closely with other City Staff at the direction of the City Manager. Any delegations
will be set forth in writing by the City Manager, and shared with Larson Consulting, who
will then be authorized to also share it with other investment broker dealers, financial
institutions, custodians or safekeeping financial firms, or investment representatives that
will have a need for this information.
B.2. FINANCIAL ADVISOR'S GENERAL SERVICES
The Financial Advisor agrees to also make available, as requested by the City Manager or
Finance Director in a separate Scope of Services, a number of general financial advisory,
City of Cape Canaveral, Florida
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economic development, redevelopment, public private partnerships, capital planning,
project finance, feasibility, and consultancy services, and any other services as directed or
requested by the City.
These general financial consulting and advisory services per Sections B.2, if not covered
by the quarterly retainer in Section C.1., will be compensated to the Financial Advisor by
the City per a specific City approved Scope of Services. Each Scope of Services will
provide, as a minimum, a mutually agreed upon (i) description of work assignment and
City objectives, (ii) the projected timeframe for project completion, and work product to
be provided by the Financial Advisor, as needed, and (iii) a capped and not to exceed
level of out of pocket expenses, and a fee based on either (a) a negotiated flat fee or (b) a
capped level and billed per the hourly fees in Section C.2.
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B.3. FINANCINGS, REFUNDINGS AND LEASE FINANCINGS:
If bonds, notes, bank debt, capital leases or other debt instruments or leases
("Obligations") are sold and delivered by the City, the Financial Advisor shall perform,
but will not be limited to performing,the following services:
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i 1. Advise and assist the City in structuring bond, capital lease, bank debt, or
private placements, financings or refunding in accordance with the City's financing
needs, refunding objectives, or capital improvement program. The Financial Advisor will
also assist the City in the review of any unsolicited financing, refinancing, defeasance, or
leasing proposal. This includes determining the principal amount of issues, establishing
maturity schedules, analyzing the feasibility of various features such as calls, puts,
premiums, and fixed or variable rate options, advising as to the method of sale or
placement, and determining the timing of sale, refunding, defeasance, or placement.
2. If applicable, assist the City in the presentation of material via a Request for
Proposal ("RFP") or Request for Qualifications ("RFQ") to potential bank lenders,
lessors, investment banks, bond or disclosure counsel, or other members of the City's
Finance team, and assist with any negotiations with these firms in the arrangement of any
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bonds, bank debt or lease obligations.
3. Prepare time schedules with City Finance Staff and input from the City
Attorney, City's approved Bond Counsel (and Disclosure Counsel, if required) and
selected lenders or Underwriters, and coordinate actions of the Financing Team, if
appropriate, to assist the City in meeting its financing objectives, timing requirements
and general needs.
4. Review, in cooperation with the City Finance Staff, City Attorney, Bond
Counsel, Disclosure Counsel, if required, and other members of the Project or Finance
Team, any bond resolutions, bond or bank documentation, or other legal or financing
documents necessary for the successful issuance of Obligations.
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5. Review all other material for preliminary or final Official Statements or
ILimited Offering Memoranda, bank or lease documents prepared by Bond Counsel,
1 Disclosure or Underwriter's Counsel, Bank or Lenders' Counsel, Lessor's Counsel,
auditors, consulting engineers, or other consultants.
' 6. Assist the City and City's Bond Counsel and City Attorney in the preparation
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of validation proceedings, if applicable, and attend and testify, if requested, for the City
I as an expert witness on the plan of finance.
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1 7. On bond, or lease purchase, or long term private placements done under a
Preliminary Official Statement ("PUS") or Limited Offering document, assist Disclosure
1 or Underwriter's Counsel in the preparation of the POS or limited offering memorandum
or private placement memorandum ("PLUM") and final official statement ("OS") or final
limited offering or private placement memorandum ("LOM") in cooperation with the
appropriate City officials and City attorney. These documents will be done with approval
1 of Bond Counsel, and Disclosure or Underwriter's Counsel, and City Attorney, in
conformance with the full primary and continuing secondary disclosure guidelines and
requirements per SEC Rule 15c2-12. The Financial Advisor may include assisting the
City with the selection of, and retention of, a recommended Dissemination Agent.
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8. If applicable and determined to be advantageous to the City, supply the
necessary information to the major bond rating agencies and/or bond insurers or credit
enhancement providers to obtain, and/or maintain, the best possible credit enhancement
structure and/or underlying credit rating on City Obligations (if such rating or credit
enhancement is viewed to be in the best interest of the City in meeting its objectives and
financing needs). This may include the participation and assistance with negotiations
l with, or presentations to, the credit enhancement providers, bond insurers, or rating
agencies. The City does not currently have an underlying credit rating with Fitch,
Moody's or Standard & Poor's. If determined to be advantageous on any City approved
Finance Plan for a capital project, Larson Consulting's initial services in assisting with
the process of offering an underlying credit rating for the City will be set forth, as part of
that Financings' cost of issuance, and paid out of financing proceeds following approval
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by the City as part of the recommended specific Finance Plan.
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9. If applicable, assist City Staff in developing and obtaining bids for the costs of
services related to the City Obligations' and issuance process, including but not limited to
the cost of (a) printing the POS, OS, PLOM or LOM, (b) registrar, paying agent, escrow
agent, or Trustee services, (c) Dissemination Agent services, (d) Bond Counsel or
Disclosure Counsel services, (e) rating agencies fees, (0 fees for bond insurers or credit
enhancement providers, (g) Verification Agent services, (h) and other consultants.
I 10. If the bond issue or long term lease obligation is sold by "competitive" public
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sale; the Financial Advisor will:
a. Assist the City Attorney, Bond Counsel and Staff with the preparation of the
Notice of Sale, Bid Form, and other materials necessary to market the obligations
and arrange for the necessary advertisements in the Bond Buyer or other relevant
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publications or Internet based media that will help promote the sale. This may
include our recommendation of the City's use of an electronic internet-based
platform for a competitive sale.
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{ b. Assist in distributing the POS to a large list of institutional underwriters and
potential institutional national and regional investors, and take such other actions,
as deemed necessary based on then current market conditions, to support the
City's efforts for a successful presale market exposure of the City's Obligations.
{ c. Assist the City, as the time of public sale and receipt of bids, with the
evaluation of all bids with the City's Bid specifications, verifying the true interest
cost of bids received, and making a recommendation to the City as to the award of
the Bid for the City Obligation that is in the best interest of the City.
11. If the bond or bank placement issue is to be sold by "negotiated" sale, the
Financial Advisor will:
a. Following the City's retention of underwriters, bankers, lenders or lessors
through either a Request for Proposal ("RFP") or Request for Qualifications
("RFQ") process, or acceptance by the City of an unsolicited proposal, assist with
the evaluation of the underwriter's, banker's, lessor's, or lender's bids or
proposals in relation to interest rates, yields, gross spread or fees, financial
conditions or covenants, reporting requirements, all-in-cost calculations,
repayment and amortization schedules, and other fees, terms or conditions. Any
unsolicited underwriters, banker's or lessor's financing or refinancing proposal
will be compared with other options available at the time.
b. Assist the City in any negotiations regarding the underwriter's Bond Purchase
Agreement ("BPA"), or Agreement Among Underwriters ("AAU"), bank
documents, lease documents, or private placement documents. This is also
'.i expected to include the review of any private sector or Developer's proposals to
the City tied to any major economic development or Public Private Partnership
("PPP") project, including due diligence of the private sector or developer partner.
This includes providing the City with current market information, summary
comments as to the current market conditions related to the proposed City Finance
or Refunding Plan, and a report and recommendation to the City Manager,
Finance Director, and City Council, as requested.
c. Arrange for the signing and delivery of the Obligations to either the
underwriter(s), bankers or lessors and assist Bond Counsel and City Attorney with
the arrangements for a successful closing of the Obligations.
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C. COMPENSATION:
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C.1. QUARTERLY RETAINER:
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In order to assist Finance and Investments Staff on an initial review of its Investment
1 Policy and Investment Portfolio and market conditions per Section B.1., and provide
continuing investments and financial advisory support services to the City, the Financial
Advisor agrees to provide these services based on a quarterly retainer of$1,000.00 with
1 the initial retainer of$1,000 due upon execution of this Agreement. The quarterly retainer
1 will then be paid on each successive January 1, April 1, July 1, and October 1. The
Financial Advisor, if requested by the City, agrees to review this level of investments and
general financial advisory support annually, as needed, as part of the City Council's
consideration of its annual budget beginning for the 2014-2015 fiscal year.
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C. 2. HOURLY COMPENSATION LEVELS: w
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The quarterly base retainer has been set at a level that is expected to cover the average
service levels and support by the Financial Advisor to the City, and that assumes the
active involvement of the City Manager. Any additional services requested by a specific
Scope of Services per Section B. 2. will be either set forth in the mutually agreed upon 1
Scope of Services for any future work effort or will be governed by the fees set forth
below. ;
The hourly rates for the Financial Advisory Team are set forth below:
President: $275.00/Hour
Senior Vice President or
Company Counsel: $250.00/Hour(1)
Vice President or Assistant
Vice President: $110.00/Hour
Associate: $75.00/Hour
Administrative Support: $35.00/Hour
(1) Use of Lou Frey, Esq., as Company Counsel requires preapproval of Larson
Consulting since these hourly fees are a substantial discount to Lou Frey's standard
hourly rate as a Senior Partner, at Lowndes Drosdick, Orlando.
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C.3. BOND OR LONG-TERM LEASE PURCHASE ("COP") FINANCINGS:
In connection with the issuance of any long term bonds or capital lease obligations for
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1 City approved projects, the Financial Advisor shall be paid at closing in accordance with
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Par Amount of Bonds Issued: Fee Per$1,000
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$0 to $10,000,000 $1.75
4 $10,000,001 to $25,000,000 $1.25
$25,000,001 to $40,000,000 $1.00
1 $40,000,001 to $100,000,000 $0.75
1 Over $100,000,000 $0.50
Minimum Fee: $15,000.00
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The City and Financial Advisor acknowledge that there may be special projects or
assignments per Section Bl. or B.2. for which the services of the Financial Advisor will
be requested which are either compensated under the quarterly retainer, or under a City
approved Scope of Services, and may not result in the issuance of any bonds or long term
City Obligations. These fees for these special services outside of the limits set forth
above shall be negotiated on a case by case basis based on the City's needs and time
requirements, and set forth in the Scope of Services per Section B.2. prepared by the
1 Financial Advisor and acceptable to both parties.
For conduit financings proposed to be issued on behalf of the borrower by the City, the
Financial Advisor shall be paid as set forth in Section C.4. or C.5. Such fees, and any
1 hourly rates due to services provided under this Agreement, shall be paid to the Financial
1 Advisor by either the conduit Borrower or City whether or not any bonds were actually
issued. In the event that the conduit bonds or obligations are issued, the Financial Advisor
i will assist City staff with the presentation to the City Council of a Conduit Issue Report
analyzing the credit, the proposed marketing plan, the potential financial or other impact
to the City in serving as the Conduit Issuer, in cooperation with Bond Counsel and the
i City Attorney the City's protection from any risk of default on the financing, and the
1 recommendation regarding the issuance of the bonds or conduit Obligations.
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If the City receives a legal bid for the Obligations done from a bona fide purchaser on a
3 Competitive Bid Process per Section B.3. that complies with the Bid specifications and
offers acceptable interest rates to the City Council, and thereafter, the City decides to not
issue the Obligations, the Financial Advisor will be paid the appropriate compensation as
set forth in this Section C.4.
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rr C.4. BANK OR SHORT TERM PLACEMENT FINANCINGS OR REFUNDINGS:
Given current market conditions and our initial discussions with the City regarding the
proposed City Hall/Fire Station, and other Capital Projects, and the reduced structuring,
legal time, lack of an Official Statement on a bank placement process, the retention of a
Bond Counsel acceptable to both parties, and Larson Consulting's active support of the
City on its current investment portfolio and the Investment Program on the initial
bank/bond issue, this bank placement option following City approval of the specific
capital project's Finance Plan to be prepared by the City and reviewed by the Financial
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' Advisor, and adoption of a City initial Authorizing/Reimbursement Resolution, should
continue to be strongly considered.
The Financial Advisor, therefore, based on its successful bank placement experience for
comparable Florida clients, proposes a reduced level of Compensation as set forth below:
Therefore, the City will pay to the Financial Advisor a fee as set forth below:
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Par Amount of Bank Loan or Note Placement: Fees
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$0 to $5,000,000 $10,000 (1)
$5,000,001 to $10,000,000 $17,500
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Over $10,000,001 $17,500 plus $1.25/1,000
Minimum Fee: $10,000 for amounts over$10Million
(1) Larson Consulting, subject to our understanding of the assistance intended above,
agrees to reduce further the Financial Advisor fee in the initial Financing up to
$5,000,000 to $7,500.00, payable at closing. i,
Any non investment grade or non rated private placements not placed with a bank, or any
equity placement on a Public Private Partnership or Joint Venture Project, will be
compensated based on comparable fees for similar projects of that type, size, and
complexity, and fully disclosed and mutually agreed to by the City and its Financial
Advisor. On real estate related closings where Larson Consulting has assisted on the
purchase or sale effort, Larson Consulting may be compensated out of the Broker's Fee
paid by the Seller, typically, as a consultant to the transaction, all to be fully disclosed in
the Purchase and Sale Agreement or Escrow Agreement.
C.5. INTEREST RATE HEDGING ADVISORY AND STRUCTURED FINANCE
SERVICES:
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If requested by the City Manager or Finance Director, the Financial Advisor will assist
the City Staff in reviewing any interest rate hedging or structured finance proposals or I
options, including but not limited to, Interest Rate Swaps, Caps and Collars, Debt Service
Deposit Agreements, synthetic forward refundings, Swaptions, and other structures. This
f may include, if the City decides to proceed with one of these options and programs, the
Financial Advisor working with a reputable third party broker or broker dealer, with any
1 fees paid to same fully disclosed and approved by the City, so as to help insure that the
City is receiving a market bid or rate appropriate to the specific transaction and based on
current market conditions. The fees for the Financial Advisor shall be negotiated with the
I City and are typically based on the size, term, and complexity of the transaction, but are
also often influenced by general market conditions, and carry a typical minimum fee of
j $10,000. These programs can be done on either the asset or liability side of the City's
balance sheet. In many cases, the Financial Advisor, following the City's request for
assistance, may review one of these proposed programs and propose to the City that they
not proceed. In that case, any time spent by the Financial Advisor will be invoiced at the
hourly levels set for in Section C.2..
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C.6. OUT-OF-POCKET EXPENSES
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Reimbursable out of pocket expenses, as noted in this Agreement, include the following
items and other miscellaneous expenses:
• Travel, Mileage/Gas, Lodging and Meals, provided travel occurs in coach class
and lodging and meals are consistent with the City travel policy.
• Courier or overnight delivery Service.
• Photo copies, facsimile, copying and general office supplies related to any
requested City Work related Product.
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• Long Distance, cellular, and conference call telephone charges.
i • General administrative and accounting support services.
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Per issuance out-of-pocket expenses for financings per C.4., or C.5, excluding computer,
analytical, associate support, City approved out-of-state travel, quantitative structuring,
verification, additional bonds test certificates, and project feasibility fees, as needed, and
out of state travel, are capped at $1,500 per financing or refunding, so long as these
projects are amended and completed within a twelve month timetable. Quantitative
support fees vary depending on the size, nature, and complexity of the financing or
1 refunding are typically paid at closing out of the cost of issuance and bank/bond I
proceeds. Based on our discussions and assuming a closing of the initial financing by
1 January 31, 2014, we expect the Quantitative Support fee to be in the range of$1,500 to
$2,000, payable at closing out of cost of issuance.
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D. OBLIGATIONS OF THE CITY:
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1. Provide the Financial Advisor, without charge, copies of financial, RFP's or planning
documents, City Council presentation material, engineering reports, bank and investment
records, legal opinions, bank documents on existing bank placements, banking service
agreements and fee schedules, bond documents on existing bond financings and
refundings, interest rate hedging contracts, and other pertinent disclosure or other
documentation as the Financial Advisor may reasonably require in order to provide
services as outlined herein.
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2. Provide reasonable timely access to City Manager, or designee, as the City's Principal j
Contact Officer, and designated Investments and Finance Staff on projects, as needed, so 1
i as to enable the Financial Advisor to meet the city directed time expectations and work 1
effort requirements agreed to with the City for the specific engagement. Any delays in
providing the Financial Advisor with the necessary material for the specific project may
cause a delay in the ability of Larson Consulting to perform its responsibilities under this
I Agreement or any Scope of Services, and result in a potential addendum to the Scope of
Services.
3. Employ, when required, qualified City Attorney, Bond Counsel, Disclosure Counsel,
Consulting Engineers, Feasibility Consultants, and other professionals whose services in
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connection with the planning and preparation of any City Obligations or other services
under this Agreement, will be available to the Financial Advisor.
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4. Pay all expenses relating to the issuance of City Obligations, including, but not limited to:
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a. Fees and expenses of City Attorney, Bond Counsel, Disclosure Counsel, Consulting
Engineers, Feasibility Consultants, Auditors, Bond Registrar and Paying Agent or
2 Escrow Agent or Trustee, Dissemination Agent, Printer, and any other consultants and
advisors retained by the City and necessary for the completion of the financing or
refunding.
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b. Cost of holding elections, if applicable.
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c. Cost of printing and distribution of POS, OS, PLOM or LOMs, if applicable.
d. Cost of preparing and placing legal publications.
e. Cost of obtaining ratings from the major rating agencies, including the costs of any
presentation or related travel. The Financial Advisor does agree to assist, if helpful, with
these arrangements, and providing travel coordination, in the interest of cost reduction
I and accounting simplicity, as these costs are typically paid out of cost of issuance and at
closing from financing proceeds. Any expenses paid by the Financial Advisor in advance
of closing and on behalf of the City will be documented fully at closing by the Financial
Advisor's invoice and reimbursed by the City by either its funds, if the Obligations do not
close, or out of financing proceeds at closing.
f. Any expenses relative to the validation process, including court costs, travel expenses,
if any, and local advertising.
g. Cost of printing, authenticating, and delivery of the Obligations.
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h. Cost of Preclosing and Closing, including travel, meals and lodging for City officials
1 and City Staff. These expenses, similar to (e) above, may be initially handled by the
Financial Advisor on behalf of the City when coordinating out of City or out of State
travel, but will be fully reimbursed by the City to the Financial Advisor.
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E STAFF SUPPORT:
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1 The Financial Advisor agrees to provide the following Principal Contact Officer to assist
the City in the implementation of this Agreement, and any change would require the
1 City's prior approval. Any change without the City's approval may result in a j
Termination of this Agreement.
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Principal Contact Officer
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• Jeff Larson, President
Larson Consulting Services' Support Team
• Larry Aubrecht, Senior Vice President, Quantitative Team Leader
i • John P. Moran, CPA, Vice President and Quantitative Analyst
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3 • Marcia Bexley, Vice President, Project Management and Client Services
3 • Lou Frey, Esq., Corporate Counsel, Lowdnes Drosdick
• Nicole B. Larson, Associate
• Jesy Acosta, Administrative Assistant
Other Support Team Members
• Lester Abberger, Grants and Legislative Support Services
• Dr. Hank Fishkind, Feasibility Support Services
• Robert Koch, Chairman, Group 1, LLC, Land Use, Concept Design, Market
Feasibility Services
• Terry Larson, Vice President
• Donna Gentile, Administrative and Accounting Associate
g • Whitney Astacio, Accounting Support Services
A • Others, as directed by Mr. Larson, as needed
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The Support Team officers, support staff and subconsultants to Larson Consulting will be
available, as needed, and directed by Mr. Larson. The services of some members of the
Larson Consulting Support Team would be covered in a Scope of Services acceptable to
both parties per Section B.2.
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F. STANDARD OF CARE:
It is agreed that the sole standard of care imposed upon Larson Consulting Services, LLC
by this Agreement is to act with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man, acting in a like capacity and familiar 1
1 with such matters, would use in the conduct of an enterprise of a like character and with
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like aims. Larson Consulting will provide, upon request, the City with copies of the
i professional resumes of the members of the Financial Advisory team and any key
subconsultants.
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1 G. SEVERABILITY:
If any part of this Agreement is held to be invalid or unenforceable, such holding will not
affect the validity or enforceability of any other part of this Agreement so long as the
remainder of the Agreement is reasonably capable of completion.
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H. CONFIDENTIAL RELATIONSHIP:
All information and advice furnished by either party to the other hereunder shall be
treated as confidential and shall not be disclosed to third parties except as required by law
and subject to provisions of Chapter 119 F.S.
REQUEST FOR FINANCIAL ADVISOR TO BID:
The Financial Advisor agrees that it will not serve in either an underwriting or broker
dealer capacity to the City during the Term of this Agreement, and for a period of six
months following any termination or non renewal of this Agreement. Larson Consulting,
as the City's Financial Advisor, will not bid on any Obligation advertised for public sale.
City investment decisions will be made by the City's Investment Officer as set forth in
the City Council's Investment Policy and per Florida Statutes. The City acknowledges its
receipt and understanding of the PMA Securities Disclosure Statement regarding Mr.
Larson's role as an independent consultant and registered representative with PMA
Securities.
J. INDEPENDENT CONTRACTOR
The Financial Advisor undertakes performance under this Agreement as an independent
contractor and the Financial Advisor shall not receive any City benefits, stipend or
privileges afforded by City employees.
K. COMPLIANCE WITH LAWS
In the performance of its services under this Agreement, the Financial Advisor will
comply with applicable regulatory requirements including federal, state and local laws,
rules and regulations.
L. UNCONTROLLABLE FORCES.
Neither the City nor Financial Advisor shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to Uncontrollable Forces,
the effect of which, by the exercise of reasonable diligence, the non-performing party
could not avoid. The term "Uncontrollable Forces" shall mean any event which results in
the prevention or delay of performance by a party of its obligations under this Agreement
and which is beyond the reasonable control of the non-performing party. It includes, but
is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, Acts of God and governmental actions.
Neither party shall, however, be excused from performance if nonperformance is due to
forces which are preventable, removable, or remediable and which the non-performing
party could have, with the exercise of reasonable diligence, prevented, removed, or
remedied with reasonable dispatch. The non-performing party shall, within a reasonable
time of being prevented or delayed from performance by an uncontrollable force, give
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City of Cape Canaveral, Florida
Page 13 of 13
written notice to the other party describing the circumstances and uncontrollable forces
' preventing continued performance of the obligations of this Agreement.
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M. TERMINATION:
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Either the City or Financial Advisor may cancel and terminate this agreement upon
ninety (90) days written notice to the other party. At that time, all responsibility under 1
this Agreement will terminate.
In the event of termination or expiration of the Agreement prior to the completion of
current work in process by the Financial Advisor, the Financial Advisor will be
reimbursed for all fees, costs and expenses actually incurred by them through and
including the date of termination as set forth in this Agreement.
N. GOVERNING LAW:
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This Agreement shall be governed by the laws of the State of Florida. Venue for any litigation
arising from this Agreement will be exclusively in Brevard County, Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
their seals to be affixed hereto as of the day and year first above written.
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Attest: CITY OF CAPE CANAVERAL
1Vb L Ie4'� By: %.90-41. L 'I-um-v.4-
Cit lerk '`��'/ David L. Greene
Title: City Manager
Date: /&/3`f3
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LARSO��.� i ! G SERVICES, LLC
By:
I Je rzy . Larson
Title: Presi s ent
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Date: K(��jf
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