Agenda Item: OB-2 Meeting Date: 12/15/11

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TO: FROM: DATE: SUBJECT: PRESENTER: RECOMMENDATION: BUDGET IMPACT: NEXT ACTION: ATTACHMENTS: PAST ACTION: BACKGROUND: Agenda Item: OB-2 Meeting Date: 12/15/11 MEMORANDUM City Commission Robert DiSpirito, City Manager December 7, 2011 Financial Advisor Services to the City Jeffrey Yates, Finance Director Approve the selection of Larson Consulting Services, LLC of Orlando, FL to provide Financial Advisor Services to the City and to enter into a contract with that firm. Funds are budgeted in the General Fund (Acct. # 001-1506- 513-3405) for this work. The annual retainer cost will be $4,000. Work beyond the retainer will be billed based on hourly rates as agreed upon before the work commences. Cost associated with debt issuances will be funded as part of the issuance and will be based on the size of the issuance. N/A 1. Memo from Chuck Ankney, Purchasing Agent, December 6, 2011. 2. Proposed contract fi·om Larson Consulting Services, LLC 3. RFP Tabulation, November 29, 2011 NIA The purpose of this process was to identify a consultant, in accordance with Purchasing policy, qualified to provide financial advisory services to the City of Dunedin. The selected firm will serve as the City's consultant on debt financing projects, manage the bond financing process, and will provide independent financial advice. The Financial Advisor will serve solely in the interests of the City. The contract is for a three-year term and may be renewed for one additional two- year period.

Transcript of Agenda Item: OB-2 Meeting Date: 12/15/11

Page 1: Agenda Item: OB-2 Meeting Date: 12/15/11

TO:

FROM:

DATE:

SUBJECT:

PRESENTER:

RECOMMENDATION:

BUDGET IMPACT:

NEXT ACTION:

ATTACHMENTS:

PAST ACTION:

BACKGROUND:

Agenda Item: OB-2

Meeting Date: 12/15/11

MEMORANDUM

City Commission

Robert DiSpirito, City Manager ~ December 7, 2011

Financial Advisor Services to the City

Jeffrey Yates, Finance Director

Approve the selection of Larson Consulting Services, LLC of Orlando, FL to provide Financial Advisor Services to the City and to enter into a contract with that firm.

Funds are budgeted in the General Fund (Acct. # 001-1506-513-3405) for this work. The annual retainer cost will be $4,000. Work beyond the retainer will be billed based on hourly rates as agreed upon before the work commences. Cost associated with debt issuances will be funded as part of the issuance and will be based on the size of the issuance.

N/A

1. Memo from Chuck Ankney, Purchasing Agent, December 6, 2011.

2. Proposed contract fi·om Larson Consulting Services, LLC 3. RFP Tabulation, November 29, 2011

NIA

The purpose of this process was to identify a consultant, in accordance with Purchasing policy, qualified to provide financial advisory services to the City of Dunedin. The selected firm will serve as the City's consultant on debt financing projects, manage the bond financing process, and will provide independent financial advice. The Financial Advisor will serve solely in the interests of the City. The contract is for a three-year term and may be renewed for one additional two­year period.

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An Evaluation Team (Team) was developed to review and rank the proposals. The Team was comprised of Jeff Yates, Finance Director, Annette Stahura, Deputy Finance Director and Jeny Boop, City of Leesburg Finance Director. The Team ranked the proposal submitted by Larson Consulting Services, LLC (Larson) of Orlando, FL as best qualified. The Evaluation Committee recommended that staff begin contract negotiations with Larson. Larson submitted a contract detailing pricing and terms that met the requirements of the RFP and are acceptable to the City. The City Attorney has reviewed and approved the contract. The contract stipulates a quarterly retainer of $1,000 for miscellaneous services. All other costs are incurred as service is provided on a project by project basis. Costs beyond the retainer are based on hourly rates or fees for specific services. Larson has perfmmed similar services for the City over the last

two years. The firm's performance has been good.

Funds for this work are budgeted in the General Fund (Acct# 001-1506-513-3405). The team is recommending that a contract be awarded to Larson Consulting Services, LLC to provide the City with Financial Advisor Services. I concur with this recommendation.

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Department of Finance Interoffice Memorandum

TO: Robert DiSpirito, City Manager

THROUGH: Jeffrey A. Yates, Finance Director

FROM: Chuck Ankney, Purchasing Agent

DATE: December 6, 2011

RE: RFP 12-953 Financial Advisor Services

This RFP was properly advertised in the Gulf Coast Business Review and on demandstar.com on Friday, October 28, 2011. Seventeen (17) companies obtained specifications. Three (3) proposals were received by the Tuesday, November 29, 2011 submittal deadline.

The purpose of this project was to identify a consultant qualified to provide financial advisory services to the City of Dunedin. The selected firm will serve as the City's consultant on debt financing projects, manage the bond financing process, and will provide independent financial advice. The Financial Advisor will serve solely in the interests of the City. The contract is for a three-year term and may be renewed for one additional two-year period.

An Evaluation Team (Team) was developed to review and rank the proposals. The Team was comprised of Jeff Yates, Finance Director, Annette Stahura, Deputy Finance Director and Jerry Boop, City of Leesburg Finance Director. The Team ranked the proposal submitted by Larson Consulting Services, LLC (Larson) of Orlando, FL as best qualified. The Evaluation Committee recommended that staff begin contract negotiations with Larson. Lmson submitted a contract detailing pricing and terms that met the requirements of the RFP and are acceptable to the City. The contract stipulates a quarterly retainer of $1,000. All other costs are incuned as service is provided. Costs are based on hourly rates or fees for specific services. Larson has performed similar services for the City over the last two years. The fi1m's perfmmance has been good.

Funds for this work are budgeted in the General Fund (Acct# 001-1506-513-3405). The team is recommending that a contract be awarded to Larson Consulting Services, LLC to provide the City with Financial Advisor Services. Staff requests that this item be put on the agenda for the City Commission meeting scheduled for Thursday, December 15,2011.

Please let me know if you need additional information.

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AGREEMENT BETWEEN THE CITY OF DUNEDIN, FLORIDA

AND LARSON CONSULTING SERVICES

THIS AGREEMENT made and entered into this 15th day of December 2011 by and between the City of Dunedin, 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 detennined that it was in its best interest to retain a Financial Consultant to advise the City and its Management Team with respect to a review of its current Investment Portfolio, update of its Investment Policy, review of, and recommendations regarding, additional investment altematives, a number of potential economic development and redevelopment initiatives, a financial and feasibility review of certain projects underway, and other certain financial, capital planning, budget, project analysis, financing, and refunding support services, all as needed and requested by the City, and

WHEREAS, the City and Larson Consulting executed a Financial Consultancy Agreement dated December 7, 2009 ("the December Agreement), and this Financial Advisor Agreement, upon execution by both parties, will serve to replace and succeed the December Agreement, which will be cancelled as of the date of execution of the Financial Advisor Agreement;

WHEREAS, following RFP 12-953 fi·om the City for Financial Advisory Services and the City's review of the response fi·om Larson Consulting Services dated November 29, 2011, the City has detennined to retain the Financial Advisor; and

WHEREAS, the Financial Advisor, and its Principal Contact Officer, are well qualified by experience and capability of perfonning such financial advisory, consultancy, and investment support, and project advisory services on comparable investment portfolio reviews, Investment Policy updates per FGFOA standards, consultancy and development of Financing Plans for major Projects, Public Private Pmtnership Opportunities and economic development initiatives in Florida since 1992and 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 continued investment portfolio support services;

· WHEREAS, the Financial Advisor is desirous of providing investment support, financial, financial advisory, consulting, and project suppmt services to the City.

NOW THEREFORE, the City and the Financial Advisor agree as follows:

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TERM OF AGREEMENT:

The tenn of this Agreement commences the date of acceptance and will be for a period of three (3) years. The agreement may be renewed for one additional two-year period upon mutual consent of both parties.

B. SERVICES PROVIDED BY THE FINANCIAL ADVISOR:

The services, as requested by the City's Finance Director, and subject to the annual appropriation in the City's budget, 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.l.. Other financial, consulting or other project finance and PPP development support services are covered in Section B.2 .. Traditional financial advisory services related to financings or refunding will be covered under Section B.3 ..

B.l. FINANCIAL AND INVESTMENTS SUPPORT SERVICES

1. "Financial and Investments Supp01i Services" will include, but not be limited to, as requested by the City's Finance Director, the assistance to Finance Staff with (a) a diversification effort of the existing City investments, (which exclude any Pension or Trust held assets), and (b) the evaluation of ways to maximize interest earnings, per the City's Investment Policy, Florida Statutes and comparable to other Florida municipalities, in all funds, including customer deposits, without sacrificing the three primary objectives of Safety, Liquidity, and Transparency.

In order to keep fees to a minimum as set forth in Section C, the City agrees to provide information that is readily available to Larson Consulting, and provide ready access to its Finance Director, Investments Staff and City Manager, as needed. The Primary Contact Officer for the City will be the Finance Director, who will remain as the City's Investment Officer per its Investment Policy, with the understanding that Larson Consulting will also work closely with other Finance and Investments Staff upon direction by the Finance Director. These delegations will be set forth in writing by the Finance Director, and shared with Larson Consulting, who will then be authorized to also share it with other investment broker dealers 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's Finance Director, a number of general financial advisory, 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.

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These investments support and general financial consulting and advisory services per Sections B. I and B.2, if not covered by the monthly retainer, will be compensated to the Financial Advisor by the City's Finance Director or City Manager 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 negotiated flat fee or capped level and billed per the hourly fees in Section C.2.

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:

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 to any potential bank lenders or lessors, and assist with any negotiations with banks or lessors in the aiTangement of any 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, and selected lenders or Underwriters, and coordinate actions of the Financing Team , if appropriate, to assist the City in meeting its objectives and needs.

4. Review, in cooperation with the City Finance Staff, City Attorney, Bond Counsel, Disclosure Counsel 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.

5. Review all other material for preliminary or final Official Statements or Limited Offering Memoranda, bank or lease documents prepared by Bond Counsel, 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 Attomey in the preparation of validation proceedings, if applicable, and attend and testify, if requested, for the City as an expert witness on the plan of finance.

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7. On bond or lease purchase or long term private placements done under a Limited Offering document, assist Disclosure or Underwriter's Counsel in the preparation of the preliminary official statement ("POS") or limited offering memorandum or private placement memorandum ("PLOM") 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 in conformance, upon approval of Bond Counsel and Disclosure or Underwriter's Counsel, in confom1ance with the full primary and continuing secondary disclosure guidelines and requirements per SEC Rule 15c2-12. This may include assisting the City with the selection of, and retention of, a recommended Dissemination Agent.

8. If applicable, 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 with, or presentations to, the credit enhancement providers, bond insurers, or rating agencies.

9. If applicable, assist City Staff in developing and obtaining bids for the costs of services related to the City Obligations' 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, (f) fees for bond insurers or credit enhancement providers, (g) Verification Agent services, (h) and other consultants.

10. If the Obligations are to be sold by competitive public sale:

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 advetiisements in the Bond Buyer or other relevant publications or intemet based media that will help promote the sale. This may include our recommendation of the City's use of an electronic intemet-based platform for a competitive sale.

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 cun-ent 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 tme 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 Obligations are to be sold by either negotiated sale, or bank debt or lease financings are to be arranged by placement or negotiated process, the Financial Advisor will:

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a. Following the City's retention of underwriters, bankers, lenders or lessors through an Request for Proposal ("RFP"), or Request for Qualifications ("RFQ"), 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, tenns 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 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 pmtner. This includes providing the City with current market information, summary comments as to the current market conditions related to the proposed City Financing or Refunding Plan, and a report and recommendation to the City's Principal Contact Officer, City Manager, and City Committee or City Commission, as requested.

c. Arrange for the signing and delivery of the Obligations to either the underwriter(s), bankers or lessors and assist Bond Counsel with the arrangements for a successful closing of the Obligations.

C. COMPENSATION:

C.l. QUARTERLY RETAINER:

In order to assist Finance and Investments Staff with an ongoing review of its Investment Policy, Investment Pmtfolio, market conditions and provide continuing general consulting and investments suppmt services to the City, the Financial Advisor agrees to provide these services based on a quarterly retainer of $1,000.00 payable each 1st day of the qumter, beginning on January I, 2012, following the City Commission's approval of the Agreement, and prorated, as needed, for the first month following City Commission approval and execution of the Agreement. The quarterly retainer will be paid on each successive April!, and July I, October I, and January I. The Financial Advisor and Finance Director agree to review this level of investments support annually, as needed, as part of the City Commission's consideration of its annual budget for fiscal year 2012-13. (This is part of our CUITent Financial Consultant Agreement and can either stay therein or be made part of this engagement, if so deserved by the City.)

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C. 2. HOURLY COMPENSATION LEVELS:

The quarterly base retainer has been set at a level that is expected to cover the average general consulting service levels and investments support services by the Financial Advisor to the City. Any additional services will be done only following a request by the City for a specific Scope of Services setting forth the mutually agreed upon future work effort, timing, and fixed not to exceed fees, and be governed by a City Purchase Order (P.O.) per the fees set forth below.

The hourly rates for the Financial Advisory Team are set forth below:

President: Senior Vice President or Company Counsel: Vice President: Assistant Vice President: Associate: Administrative Support:

$275.00/Hour

$175.00/Hour (1) $110.00/Hour $75.00/Hour $55.00/Hour $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.

C.3. BOND OR LONG-TER!Vl LEASE PURCHASE ("COP") FINANCINGS:

In connection with the issuance of any long te1m bonds or capital lease obligations that require an Official Statement of Limited Offering Memorandum on a publicly offered issue, the Financial Advisor shall be paid at closing in accordance with the following schedule:

Par Amount of Bonds Issued:

$0 to $10,000,000 $10,000,001 to $25,000,000 $25,000,001 to $40,000,000 $40,000,001 to $100,000,000 Over $100,000,000 Minimum Fee: $15,000.00

Fee Per $1,000:

$1.75 $1.25 $1.00 $0.75 $0.50

The City and Financial Advisor acknowledge that there may be special projects or assignments 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 P.O., 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 prepared by the Financial Advisor and a City P.O. and acceptable to both parties.

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If the City receives a legal bid for the Obligations done from a bona fide purchaser on a Competitive Bid Process that complies with the Bid specifications and offers acceptable interest rates to the City Commission, and thereafter, the City decides to not issue the Obligations, the Financial Advisor will be paid the appropriate compensation as set fmth in this Section C.3.

For tax-exempt conduit bond or note financings proposed to be issued on behalf of the borrower by the City, the Financial Advisor shall be paid as set fmih in Section C.3 or C.4. Such fees, and any hourly rates due to services provided under this Agreement, shall be paid to the Financial 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 will assist City staff with the presentation to the City Commission of a Conduit Issue Report analyzing the credit, the proposed marketing plan, the potential financial, tax, or other impact to the City in serving as the Conduit Issuer, in cooperation with Bond Counsel and the City Attorney, the City's protection fi'Dln any risk of default or "name in market risk" on the financing, and the recommendation regarding the issuance of the bonds or conduit Obligations.

C. 4. BANK OR SHORT TERM PLACEMENTS:

Given cmTent market conditions and our prior discussions with the City regarding the proposed Capital Projects, and the reduced structuring, legal time, lack of an Official Statement on a bank placement process, this bank replacement option following approval of any specific capital project's Finance Plan, 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:

Par Amount of Bank Loan or Note Placement:

$0 to $5,000,000 $5,000,001 to $10,000,000 Over $10,000,001 Minimum Fee: $10,000

$10,000 $17,500 $17,500 plus $1.25/1,000 for amounts over $10 Million

Please note that any non investment grade or non rated private placements not placed with a bank, or any equity placement on a Public Private Pminership 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 to the City via either the Purchase and Sale Agreement, Closing Memo, or Escrow Agreement.

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C. 5. INTEREST RATE HEDGING ADVISORY AND STRUCTURED FINANCE SERVICES:

If requested by the City's Finance Director or City Manager, the Financial

Advisor will assist the City Staff in reviewing any interest rate hedging or structured

finance proposals or options, including but not limited to, Interest Rate Swaps, Caps and

Collars, Debt Service Deposit Agreements, synthetic forward refunding(s), swaptions,

and other structures. This may include, if the City decides to proceed with one of these

options and programs, the Financial Advisor working with a reputable third patty broker

or broker dealer to obtain competitive bids, with any 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 cmTent market conditions. The fees

for the Financial Advisor shall be negotiated with the City and are typically based on the

size, term, and complexity of the transaction, but are also often influenced by general

market conditions, and cany a typical minimum fee of $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.

C.6. OUT-OF-POCKET EXPENSES

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 ovemight delivery service.

• Photocopies, facsimile, copying and general office supplies related to any

requested City Work related product.

• Long distance, cellular, and conference call telephone charges.

• General administrative and accounting support services.

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• Computer, analytical, valuation, verification, and quantitative or

structuring fees.

• Project feasibility fees, as needed.

Per issuance expenses for financings or refunding(s) per C.3., C.4., or C.5.,

excluding out of state travel and computer, analytical, quantitative, valuation,

verification, quantitative or structuring fees, or project feasibility fees, will be capped at

$1 ,500 per financing or refunding.

D. OBLIGATIONS OF THE CITY:

I. Provide the Financial Advisor, without charge, copies of financial, RFP or planning documents, City Commission or Finance or Investments Committee investments, 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 refunding, interest rate hedging contracts, and other petiinent disclosure or other documentation as the Financial Advisor may reasonably require in order to provide services as outlined herein.

2. Provide reasonable timely access to Finance Director, and designated Investments and Finance Staff on projects, and City Management, as needed, so as to enable the Financial Advisor to meet time expectations and work effoti requirements agreed to with the City's Primary Contact Officer for the specific engagement. Delays in providing the Financial Advisor with the necessary material for the specific project will cause a delay in the ability of Larson Consulting to perform its responsibilities under this Agreement.

3. Employ, when required, qualified City Attorney, Bond Counsel, Disclosure Counsel, Consulting engineers, Feasibility Consultants, and other professionals whose services in connection with the planning and preparation of any City Obligations or other services under this Agreement, will be available to the Financial Advisor.

4. Pay all expenses relating to the issuance of City Obligations, including, but not limited to:

a. Fees and expenses of City Attorney, Bond Counsel, Disclosure Counsel, Consulting Engineers, Feasibility Consultants, auditors, bond registrar and paying agent or 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 and refunding.

5. Cost of holding elections, if applicable.

6. Cost of printing and distribution ofPOS, OS, PLOM or LOMs, if applicable.

7. Cost of preparing and placing legal publications.

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8. 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 and accounting simplicity, as these costs are typically paid out of cost of issuance and at closing. 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 Obligation proceeds at closing.

9. Any expenses relative to the validation process, including comt costs, travel expenses, if any, and local advettising.

I 0. Cost of printing, authenticating, and delivery of the Obligations.

II. Cost of Preclosing and Closing, including travel, meals and lodging for City officials and City Staff. These expenses, similar to # 8 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.

E. STAFF SUPPORT:

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 City's prior approval. Any change without the City's approval may result in a Tetmination of this Agreement.

Principal Contact Officer • Jeff Larson, President

Larson Consulting Services' Support Team • Lan-y Aubrecht, Senior Vice President, Quantitative Team Leader • John P. Moran, CPA, Vice President and Quantitative Analyst • Marcia Bexley, Vice President, Project Management and Client Services • Lou Frey, Esq., Corporate Counsel, Lowdnes Drosdick • Alissa Sh01tridge, MBA, 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 I, LLC, Land Use, Concept Design, Market

Feasibility Services • Ten-y Larson, Vice President • Nicole Larson, Associate • Christy Bowmar, Administrative Associate • 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.

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 with such matters, would use in the conduct of an enterprise of a like character and with like aims. Larson Consulting will provide, upon request, the City with copies of the professional resumes of the members of the Financial Advisory team and any key subconsultants.

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 patt of this Agreement so long as the remainder of the Agreement is reasonably capable of completion.

H. CONFIDENTIAL RELATIONSHIP:

All infonnation and advice furnished by either patty 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.

J. 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 Tenn of this Agreement, and for a period of six months following any tennination or non renewal of this Agreement. Larson Consulting, as the City's Financial Advisor, will not bid on any Obligation adve1tised for public sale, and will not sell any investment to the City unless specifically requested in writing by the City and approved by the City. City investment decisions will be made by the City's Investment Officer as set forth in the City Commission's approved Investment Policy, and no investments will be sold by Larson Consulting or Jeff Larson to the City.

K. TERMINATION:

Either the City or Financial Advisor may cancel and terminate this agreement upon sixty (60) days written notice to the other party. At that time, all responsibility under this Agreement will terminate.

In the event of tem1ination or expiration of the Agreement prior to the completion of cunent work in process by the Financial Advisor, the Financial Advisor will be reimbursed for all fees, costs and expenses actually incuned by them through and including the date of te1mination as set forth in this Agreement.

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City of Dunedin, Florida Page 12 of13

L. GOVERNING LAW:

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 Pinellas County, Florida.

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City of Dunedin, Florida Page 13 of13

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.

Attest:

City Clerk

APPROVED AS TO FORM:

By: --~~------------

City Attomey

Date: __________ _

Attest:

By:

Date: --------------------

cc. Jeffrey A. Yates, Director of Finance

CITY OF DUNEDIN By:

Robert DiSpirito Title: City Manager

Date:

By: David Eggers

Title: Mayor

Date: __________ _

LARSON CONSULTING SERVICES, LLC

By:

J effi·ey T. Larson

Title: President Date: __________ _

Page 17: Agenda Item: OB-2 Meeting Date: 12/15/11

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!

l

f

C~ITY C)F [)UI\JEDIN "Dedicated !·o Quality Service"

P.O. BOX 1348 DUNEDIN, FLORlDA34697-1348

(727) 298-3000 \NEB SITE: www.dunedingov.com

CITY OF DUNEDIN RFP# 12-953

Financial Advisor Services

Proposals were accepted until 2:30p.m. Tuesday, November 29, 2011. This RFP was properly adve1iised in the Gulf Coast Business Review and on demandstar.com on Friday, October 28, 2011. Seventeen (17) firms obtained the specifications package.

The following companies submitted proposals:

COMPANY NAME Larson Consulting Services, LLC Attn. Jeff Larson 10151 University Blvd. #117 Orlando, FL. 32817 Phone: 407-496-1597 Fax: 407-542-3791 Email: [email protected] The PFM Group Attn. David Moore 300 S. Orange Avenue, Suite 1170 Orlando, FL. 32801-3470 Phone: 407-648-2208 Fax:407-648-1323 Email: [email protected]

Charles H. Ankney, CPPO Purchasing Agent

COMPANY NAME Dunlop & Associates Attn. J. Craig Dunlop 1146 Keyes A venue Winter Park, FL. 32789 Phone: 407-678-0977 Fax: 407-678-6240 Email: jcdunlap(a)dunlapandassociates.com

"The City of Dunedin does not discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation, marital status, sexual orienration and disabled status in employment or the provision of services"