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HomeMy WebLinkAboutVI (E) Agreement for Financial Services s, AGENDA 7-18-95 Item VI E "CENTER OF GOOD LIVING - PRIDE OF WEST ORANGE" O� Ocoee / S. SCOTT VANDERCRIFT fr 5 • COMMISSIONERS _� y • CITY OF OCOEE RUSTS JOHNSON d PAUL W.FOSTER vSCOTT A.GLASS � 150 N.LAKESHORE DRIVE OCOEE,FLORIDA 34761-2258 JIM GLEASON yi" ��� (407)656-2322 4 CITY MANAGER \ :(7// I V .,,✓ ELLIS SHAPIRO MEMORANDUM To: The Honorable Mayor and Board of Commissioners From: Montye Beamer, Director of Administrative Services71 Date : July 13 , 1995 Re: Financial Services - First Union Capital Markets Corp. Following the ranking of the Expressions of Interest (Financial Services ) at the April 18, 1995 Commission meeting, First Union Capital Markets Corp. reiterated that the terms and conditions of the agreement as included for Financial Services were acceptable. They have also submitted all necessary information to execute said agreement . Staff recommends that the Mayor and Board of City Commissioners ( 1 ) approve the Financial Services Consultant Agreement with First Union Capital Markets Corp. and ( 2 ) authorize the Mayor and City Clerk to execute. FINANCIAL SERVICES CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this_day of 1995, by and between the CITY OF OCOEE, a political subdivision of the State of Florida, whose address is 150 North Lakeshore Drive, Ocoee, Florida 34761, hereinafter referred to as "CITY," and First Union Capital Markets Corp. duly authorized to conduct business in the State of Florida, whose address is 20 North Orange, Orlando, FL 32801, hereinafter called the "CONSULTANT." WITNESSETH: WHEREAS, the CITY desires to retain the services of a competent and qualified financial services consultant to perform studies, analyses and advise the CITY in the preparation, execution, and marketing of bonds, notes or other debt obligations (the "Obligations") to finance various capital needs of the CITY and other related financial consulting services; and WHEREAS, the CITY has requested and received expressions of interest for the retention of services of financial services consultants; and WHEREAS, the CONSULTANT is competent and qualified to furnish financial services to the CITY and desires to provide professional services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and the CONSULTANT agree as follows: SECTION 1. SERVICES. The CITY does hereby retain the CONSULTANT to furnish professional services and perform those tasks generally described as, but 1 not limited to, financial services related to the issuance of bonds, notes or other debt Obligations outlined in the Scope of Services attached hereto as Exhibit A Task I and made a part hereof. The CONSULTANT shall provide other Exhibit A Task II financial consulting services on an as needed basis as requested by CITY. Said required services shall be specifically enumerated, described and depicted in the Work Orders authorizing performance of the specific project. This Agreement standing alone does not authorize the performance of any work or require the CITY to place any orders for work. SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall run for a period of one (1) year and, at the option of the CITY, may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement shall have no effect upon Work Orders issued pursuant to said Agreement and prior to the expiration date. Obligations entered therein by both parties shall remain in effect until completion of the work authorized by said Work Order. SECTION 3. AUTHORIZATION FOR SERVICES. (a) Authorization for performance of professional services by the CONSULTANT under this Agreement shall be in the form of written Work Orders issued and executed by the CITY COMMISSION and signed by the CONSULTANT. A sample Work Order is attached hereto as Exhibit B. Each Work Order shall describe the services required, state the dates for commencement and completion of work and establish the amount and method of payment. The Work Orders will be issued under 2 and shall incorporate the terms of this Agreement. The CITY makes no covenant or promise as to the number of available projects nor that the CONSULTANT will perform any project for the CITY during the life of this Agreement. The CITY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by the CITY to be in the best interest of the CITY to do so. (b) The as needed financial services shall be performed as authorized by the City Manager or his designee and may contain a time for completion and limitation of funds or not to exceed amount. SECTION 4. TIME FOR COMPLETION. The services to be rendered by the CONSULTANT shall be commenced, as specified in such Work Orders as may be issued hereunder, and shall be completed within the time specified therein. In the event the CITY determines that significant benefits would accrue from expediting an otherwise established time schedule for completion of services under a given Work Order, that Work Order may include a negotiated schedule of incentives based on time savings. SECTION 5. COMPENSATION. (a) Subject to the provisions of Section 5(c) below, the CITY agrees to compensate the CONSULTANT for the professional services called for under this Agreement on either a "Fixed Fee" basis or on a "Time Basis Method". If the "Time Basis Method" is specified in a Work Order, the CITY shall compensate the 3 CONSULTANT for the actual work hours based on the Rate Schedule attached hereto and incorporated herein as Exhibit "C." (b) It is specifically understood and agreed that CONSULTANT shall not be obligated to assume the cost of publication of legal notices or other legal advertising expenses, the expenses of litigation, or printing of bonds. (c) CITY'S obligation to pay CONSULTANT for services in connection with the issuance of Obligations may be made contingent upon sale and delivery of the Obligations. The terms and conditions of any such payment shall be set forth in a Work Order. SECTION 6. REIMBURSABLE EXPENSES. (a) If a Work Order pursuant to the Scope of Services Task II is issued on a "Time Basis Method," then reimbursable expenses are in addition to the hourly rates set forth in Exhibit "C." Reimbursable expenses are subject to the applicable "Not-to- Exceed" or "Limitation of Funds" amount set forth in the Work Order. Reimbursable expenses may include actual expenditures made by the CONSULTANT, his employees or his professional consultants in the interest of the Project for the expenses listed in the following paragraphs: (1) Expenses of transportation, when traveling in connection with the Project, based on Sections 112.061(7) and (8), Florida Statutes, or their successor; long distance calls and telegrams. (2) Expense of reproductions, postage and handling of drawings and specifications. 4 (3) If authorized in writing in advance by the CITY, the cost of other expenditures made by the CONSULTANT in the interest of the Project. (b) Reimbursable expenses as listed above shall be paid to CONSULTANT for services under the Scope of Services Task I upon delivery of the Obligations. SECTION 7. PAYMENT AND BILLING. (a) If the Scope of Services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The CONSULTANT shall perform all work required by the Work Order but, in no event, shall the CONSULTANT be paid more than the negotiated Fixed Fee amount stated therein. (b) If the Scope of Services is not clearly defined, the Work Order shall be issued on a "Time Basis Method" and contain a Not-to-Exceed amount. If a Not-to- Exceed amount is provided, the CONSULTANT shall perform all work required by the Work Order; but, in no event, shall the CONSULTANT be paid more than the Not-to- Exceed amount specified in the applicable Work Order. (c) If the Scope of Services is not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Limitation of Funds amount. The CONSULTANT is not authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new Limitation of Funds amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the Limitation of Funds amount. 5 (d) For Work Orders issued on a "Fixed Fee" basis, the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but, in no event, shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. The CITY shall pay the Consultant ninety percent (90%) of the approved amount on Work Orders issued on a "Fixed Fee" basis. (e) For Work Order issued on a "Time Basis Method" with a Not-to-Exceed amount, the CONSULTANT may invoice the amount due for actual work hours performed based on the Rate Schedule attached as Exhibit "C;" but, in no event, shall the invoice amount exceed a percentage of the Not-to-Exceed amount equal to a percentage of the total services actually completed. The CITY shall pay the CONSULTANT ninety percent (90%) of the approved amount on Work Orders issued on a "Time Basis Method" with a Not-to-Exceed amount. (f) Each Work Order issued on a "Fixed Fee" basis or "Time Basis Method" with a Not-to-Exceed amount shall be treated separately for retainage purposes. If the CITY determines that work is substantially complete and the amount retained is considered to be in excess, the CITY may, at its sole and absolute discretion, release the retainage or any portion thereof. (g) For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the CONSULTANT may invoice the amount due based on the Rate Schedule attached as Exhibit "C" for services actually performed and completed. The CITY shall pay the CONSULTANT one hundred percent (100%) of the approved 6 amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. (h) Payments shall be made by the CITY to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. CONSULTANT shall render to CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Contract Number and all other information required by this Agreement. The original invoice shall be sent to: City Manager City of Ocoee 150 North Lakeshore Drive Ocoee, Florida 34761-2258 (i) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a proper invoice from the CONSULTANT. SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING. (a) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the CITY, the CONSULTANT may invoice the CITY for the full amount of compensation provided for under the terms of this Agreement including any retainage and less any amount already paid by the CITY. The CITY shall pay the CONSULTANT within thirty (30) days of receipt of proper invoice. (b) The CITY may perform or have performed an audit of the records of the CONSULTANT after final payment to support final payment hereunder. This audit 7 would be performed at a time mutually agreeable to the CONSULTANT and the CITY subsequent to the close of the final fiscal period in which the last work is performed. Total compensation to the CONSULTANT may be determined subsequent to an audit as provided for in subsections (b) and (c) of this Section, and the total compensation so determined shall be used to calculate final payment to the CONSULTANT. Conduct of this audit shall not delay payment as provided by subsection (a) of this Section. (c) In addition to the above, if federal funds or state grant are used for any work under the Agreement, the departments outlined in said grant, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records, of the CONSULTANT which are directly pertinent to work performed under this Agreement for purposes of making audit, examination, excerpts and transcriptions. (d) The CONSULTANT agrees to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at the CONSULTANT's office at all reasonable time during the Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsections (b) and (c) of this Section. (e) In the event any audit or inspection conducted after final payment, but within the period provided in paragraph (d) of this Section reveals any overpayment 8 by the CITY under the terms of the Agreement, the CONSULTANT shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY. SECTION 9. RESPONSIBILITIES OF THE CONSULTANT. (a) The CONSULTANT shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans and any and all other services of whatever type or nature furnished by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports and any and all other services of whatever type or nature. (b) Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor of any cause of action arising out of the performance of this Agreement and the CONSULTANT shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONSULTANT's negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 10. RESPONSIBILITIES OF THE CITY. The CITY agrees as follows: (a) To make available to CONSULTANT from the CITY's files and records, all data on hand referring to the proposed financing programs. 9 (b) To provide the services of the City Attorney and a bond attorney for the preparation of resolutions and all documents required for the authorization, validation and issuance of proposed Obligations, including final legal opinions at the time of delivery of obligations. (c) To institute, prosecute and carry to completion any litigation which the CITY deems necessary for the validation of proposed Obligations. (d) To prepare and approve, with the assistance of CONSULTANT, official statements setting forth the details of the Obligations, including a full description of the economic and fiscal data of CITY and all other pertinent details which will permit CITY to comply with requirements for full and proper disclosure. The official statements shall be available for distribution to all prospective purchasers. SECTION 11. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, survey data, plans and reports or any other form of written instrument or document that may result from the CONSULTANT's services or have been created during the course of the CONSULTANT's performance under this Agreement shall become the property of the CITY after final payment is made to the CONSULTANT. SECTION 12. TERMINATION. (a) The CITY may, by written notice to the CONSULTANT, terminate this Agreement or any Work Order issued hereunder, in whole or in part, at any time, either for the CITY's convenience or because of the failure of the CONSULTANT to fulfill its Agreement obligations. Upon receipt of such notice, the CONSULTANT shall: 10 (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the CITY all data, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by the CONSULTANT in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of the CITY, the CONSULTANT shall be paid compensation for services performed to the date of termination. If this Agreement calls for the payment based on a Fixed Fee amount, the CONSULTANT shall be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the completion of work, as determined solely and conclusively by the CITY, contemplated by this Agreement. (c) If the termination is due to the failure of the CONSULTANT to fulfill its Agreement obligations, the CITY may take over the work and prosecute the same to completion by other Agreements or otherwise. In such case, the CONSULTANT shall be liable to the CITY for all reasonable additional costs occasioned to the CITY thereby. The CONSULTANT shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of the CONSULTANT; provided, however, that the CONSULTANT shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of the CITY in either its sovereign or contractual capacity, fires, 11 floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without any fault or negligence of the CONSULTANT. (d) If, after notice of termination for failure to fulfill its Agreement obligations, it is determined that the CONSULTANT had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of the CITY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of the CITY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 13. AGREEMENT AND WORK ORDER IN CONFLICT. Whenever the terms of this Agreement conflict with any Work Order issued pursuant to it, the Agreement shall prevail. SECTION 14. EQUAL OPPORTUNITY EMPLOYMENT. The CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin and will take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or 12 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 15. NO CONTINGENT FEES. The CONSULTANT warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bonafide employee working solely for the CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement at its sole discretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. SECTION 16. CONFLICT OF INTEREST. (a) The CONSULTANT agrees that it will not contract for or accept employment for the performance of any work or service with any individual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the CITY. (b) The CONSULTANT agrees that it will neither take any action nor engage in any conduct that would cause any CITY employee to violate the provisions of Chapter 112, Florida Statutes, or as it may be subsequently amended relating to ethics in government. 13 (c) The CONSULTANT shall remain completely independent. CONSULTANT agrees that it will not act as an underwriter or placement agent on any part of the Obligations which are the subject matter of this Agreement, whether arranged with banks as commercial loans or through the issuance of securities offered in the public or private financial markets. CONSULTANT further agrees that it will not participate in any manner in any secondary syndicate initially established to distribute the Obligations after purchase by an underwriter or underwriters. However, CONSULTANT retains the right to purchase or sell the Obligations in the open market following completion of the initial purchase and distribution of the Obligations. SECTION 17. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. SECTION 18. SUBCONTRACTORS. In the event that the CONSULTANT, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with services covered by this Agreement, the CONSULTANT must first secure the prior express written approval of the CITY. SECTION 19. INDEMNIFICATION OF CITY. The CONSULTANT agrees to hold harmless, indemnify, and defend the CITY, its commissioners, officers, employees, and agents from and against any and all claims, lawsuits, losses, damages, costs, expenses, and liabilities, including attorney's fees, paralegal fees and 14 costs and attorneys fees, paralegal fees and costs on appeal, arising out of or in any way related to the provision of services hereunder by the CONSULTANT. SECTION 20. INSURANCE. (a) The CONSULTANT shall provide, pay for, and maintain in force at all times during the term of this Agreement, such insurance, including Worker's Compensation Insurance, Professional Liability Insurance, General Liability Insurance, and Property Damage Insurance, as required by this Agreement. (b) Policies other than Workers' Compensation shall be issued only by companies authorized by certificates of authority issued to the companies by the Department of Insurance of the State of Florida to conduct business in the State of Florida and which maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to the A.M. Best Company. All policies, except the Professional Liability Insurance Policy, required to be carried pursuant to this Section shall be occurrence policies which provide coverage for any and all claims based on actions of the CONSULTANT occurring during the policy period. The Professional Liability Insurance policy must either be on an occurrence basis, or, if on a claims-made basis, the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. Policies for Workers' Compensation may be issued by companies authorized as a group self-insurer by § 440.57, Florida Statutes, or as they may be amended after the date of this Agreement. 15 (c) The CONSULTANT shall specifically protect the CITY by either naming CITY as a named insured under the General Liability and Property Damage Insurance Policy, or, in the alternative, by providing an endorsement in accordance with the indemnification provision of the preceding Section. Such policies shall contain, as a minimum, the following provisions, coverages and policy limits of liability: (1) Professional Liability Insurance. The CONSULTANT shall carry limits of at least FIVE HUNDRED THOUSAND AND NO/DOLLARS ($500,000.00) per claim. (2) General Liability Insurance. The CONSULTANT shall carry limits of not less than THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) for injuries, including accidental or wrongful death to any one person, and, subject to the same limit for each period, in an amount not less than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) on account of any one occurrence. (3) Property Damage Insurance. The CONSULTANT shall carry liability limits in an amount not less then THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) for property damage on account of any one claim and in an amount not less than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) for property damages on account of any one occurrence. (d) Prior to the commencement of work hereunder, the CONSULTANT shall furnish to the CITY a certificate or written statement of the above-required insurance. The policies evidencing required insurance shall contain an endorsement to the effect 16 that cancellation or any material change in the policies adversely affecting the interests of the CITY in such insurance shall not be effective until thirty (30) days after written notice thereof to the CITY. CITY reserves the right to require a certified copy of such policies upon request. (e) The maintenance of the insurance coverage set forth herein shall not be construed to limit the CONSULTANT's liability under the provisions of the indemnification clause. (f) The CONSULTANT agrees to insert the substance of this clause, including this subsection (f) in all subcontracts hereunder. SECTION 21. REPRESENTATIVES OF THE CITY AND THE CONSULTANT. (a) It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement will arise. The CITY, upon request by the CONSULTANT, shall designate in writing and shall advise the CONSULTANT in writing of one (1) or more of its employees to whom all communications pertaining to the day-to-day conduct of this Agreement shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and define the CITY's policy and decisions pertinent to the work covered by this Agreement. (b) The CONSULTANT shall, at all times during the normal work week, designate or appoint one or more representatives of the CONSULTANT who are authorized to act in behalf of and bind the CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep the CITY continually and effectively advised of such designation. 17 SECTION 22. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements of understandings applicable to the matters contained herein and the parties agree that there are not commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 23. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 24. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the CONSULTANT (including its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. The CONSULTANT is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. SECTION 25. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered or certified United States mail, with return receipt requested, addressed to the party for whom it is 18 intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present,the parties designate the following as the respective places for giving of notice, to- wit: FOR THE CITY City Manager City of Ocoee 150 North Lakeshore Drive Ocoee, Florida 34761-2258 FOR THE CONSULTANT Vice President First Union Capital Markets Corp. 20 North Orange Orlando, FL 32801 SECTION 26. RIGHTS AT LAW RETAINED. The rights and remedies of the CITY, provided for under this Agreement, are in addition and supplemental to any other rights and remedies provided by law. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the CITY. ATTEST: By: Phillip E. Roberts (CORPORATE SEAL) Date: 19 ATTEST: APPROVED: CITY OF OCOEE Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 199_ LEGALITY, this day UNDER AGENDA ITEM NO. of , 199_ FOLEY & LARDNER By: City Attorney 3 Attachment A. Scope of Services B. Sample Work Order C. Rate Schedule (If a "Time Basis Method" Agreement) 20 EXHIBIT "A" SCOPE OF SERVICES TASK I The CONSULTANT shall provide its professional services and facilities in connection with the authorization, sale and delivery of Obligations as follows: (a) The CONSULTANT shall assign competent personnel, subject to approval by CITY, to perform all work in connection with a proposed financing program and be available for consultation with CITY at all reasonable times. (b) In cooperating in and coordinating the entire program of financing herein contemplated, prepare the necessary studies, analyses and recommendations designed to compare alternative methods of financing, including sources of revenue to be used for debt service amortization. (c) Recommend for CITY's approval a plan of financing to cover a proposed issue of Obligations. Such a plan shall include repayment schedules, security pledges, prior redemption features, reserve accounts, application of revenues and other terms and conditions as will result in the issuance of Obligations under terms and conditions most advantageous to the CITY consistent with obtaining minimum net interest cost. (d) Discuss the contents of the foregoing reports with CITY staff and make such necessary revisions as shall be required. Exhibit A-1 (e) Upon approval by CITY of final financing plans, CONSULTANT will work with CITY'S bond counsel and the City Attorney in the preparation of the resolutions and all documents required for the authorization, validation and issuance of the Obligations, including final legal opinions and other closing documents to effect the financing. (f) Advise CITY of current market conditions, forthcoming bond issues and other general information and economic data which might normally be expected to influence interest rates or bidding conditions so that the date for the sale of the Obligations can be set at a time which, in the opinion of CONSULTANT will be favorable. (g) Submit applications and make presentations containing all necessary information relating to the proposed Obligations to the various rating agencies to secure the best possible rating for the borrower. Fees required by the rating services will be paid by CITY. (h) Review CITY's efforts to obtain Federal and State financial assistance in relation to a proposed financing program and make such recommendations as may be necessary. (i) Assist in the preparation of necessary preliminary official statements to be approved by the CITY, which will permit CITY to comply with full and proper disclosure requirements. The Official Statements will fully describe the Obligations, their security, the program, the CITY and its ability to pay the principal of and interest of the bonds. The Statement will be prepared in advance of the date set for the sale Exhibit A-2 of the Obligations so that distribution can be made to potential buyers in advance of the sale. If appropriate, CONSULTANT will arrange for and assist in conducting information meetings with members of the financial community. A final official statement, signed by the CITY, shall be delivered to the purchasers of the Obligations at the time of their delivery. (j) Assist in and, if requested by CITY, arrange for, the solicitation of bids for the printing of the official statements, printing of the Obligations and the selection of paying agents/registrars and other necessary banking relationships. (k) Assist the CITY, when required, in the selection of an negotiation with investment bankers and the sale of Obligations thereto. (I) Assist the CITY, in the event interim financing is required, in negotiations with potential lenders in order to make funds available in a timely manner at the best possible interest cost. (m) Assist the CITY in competitive sales in determining the best bid received and coordinate the final delivery of the Obligations to the successful purchasers. (n) Assist, if requested, in the preparation of annual reports issued subsequent to completion of the sale of Obligations. (o) CONSULTANT agrees that under this Agreement it will act as CONSULTANT solely on behalf of CITY and not as representative of any bidder or other third party. It is specifically understood that CONSULTANT will not in any manner assume or intend to assume the control of any discretionary powers held by CITY. Exhibit A-3 TASK II The CONSULTANT shall on an as needed project basis perform the following services: (a) Financial advisory assistance requested by CITY which is related to the prospective issuance of Obligations but is outside the scope of Task I above. (b) Financial advisory assistance on an on-call basis as requested by the City Manager or his designee for projects outside this Scope of Services. The scope of on-call services shall be specifically described by the City Manager or his designee. Exhibit A-4 EXHIBIT "B" Work Order FOR CONSULTANT FINANCIAL SERVICES AGREEMENT WORK ORDER NO: SAMPLE (Not for Execution) PROJECT: CITY: CITY OF OCOEE, A Political Subdivision of the State of Florida CONSULTANT: Execution of the Work Order by CITY shall serve as authorization for the CONSULTANT to provide for the above project, professional services as set out in the Scope of Services attached as Exhibit "A," to that certain Agreement of , 19 between the CITY and the CONSULTANT and further delineated in the specifications, conditions and requirements stated in the following listed documents which are attached hereto and made a part hereof. ATTACHMENTS: [ ] SCOPE OF SERVICES [ ] SPECIAL CONDITIONS [ ] The CONSULTANT shall provide said services pursuant to this Work Order, its attachments and the above-referenced Agreement which is incorporated herein by reference as if it had been set out in its entirety. Whenever the Work Order conflicts with said Agreement, the Agreement shall prevail. Exhibit B-1 TIME FOR COMPLETION: The work authorized by this Work Order shall be commenced upon issuance of Notice to Proceed by CITY and shall be completed within ( 1 calendar days. METHOD OF COMPENSATION: (a) This Work Order is issued on a: [ [ FIXED FEE BASIS [ [ TIME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT [ [ TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT (b) If the compensation is based on a "Fixed Fee Basis," then the CONSULTANT shall perform all work required by this Work Order for the sum of _ DOLLARS ($ ). In no event shall the CONSULTANT be paid more than the Fixed Fee Amount. (c) If the compensation is based on a "Time Basis Method" with a Not-to- Exceed Amount, then the CONSULTANT shall perform all work required by this Work Order for a sum not exceeding DOLLARS ($ ). The CONSULTANT'S compensation shall be based on the actual work required by this Work Order based on the Rate Schedule attached to the above-referenced Agreement as Exhibit "C." (d) If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then the CONSULTANT is not authorized to exceed the Limitation of Funds amount of DOLLARS ($ ) without prior written approval of the CITY. Such approval, if given by the CITY, shall indicate Exhibit B-2 a new Limitation of Funds amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on this Work Order that equals or exceeds eighty percent (80%) of the Limitation of Funds amount. The CITY shall compensate the CONSULTANT for the actual work performed under this Work Order based on the Rate Schedule attached to the above-referenced Agreement as Exhibit "C " Payment to the Consultant shall be made by the CITY in strict accordance with the payment terms of the above-referenced Agreement. It is expressly understood by the CONSULTANT that this Work Order, until executed by the CITY, does not authorize the performance of any services by the CONSULTANT and that the CITY, prior to its execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY. IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this day of , 19_, for the purposes stated herein. ATTEST: By: (CORPORATE SEAL) Date: Exhibit B-3 ATTEST: APPROVED: CITY OF OCOEE Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 199_ LEGALITY, this day UNDER AGENDA ITEM NO. of , 199_ FOLEY & LARDNER By: City Attorney Exhibit B-4 EXHIBIT RATE SCHEDULE Professional Staff Hourly Rate Vice President(s) $120/hour Assistant Vice President(s) $100/hour Associates/Analysts $ 75/hour