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976-First Southwest CompanyFINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (the "Agreement") is made and entered into by and between the Issuer of Sanford, Florida ("Issuer"), whose address is 300 Park Avenue, Post Office Box 1788, Sanford, Florida 32772, and First Southwest Company ("FSC'), a Texas corporation, whose address is 1700 Pacific Avenue, Suite 500, Dallas, Texas 75201, and is effective as of the date executed by the Issuer as set forth on the signature page hereof. WITNESS E TH: WHEREAS, the Issuer shall have under consideration from time to time the authorization and issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection with the authorization, sale, issuance and delivery of such indebtedness, Issuer desires to retain an independent financial advisor; and WHEREAS, the Issuer desires to obtain the professional services of FSC to advise the Issuer regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be authorized and issued or otherwise created or assumed by the Issuer (hereinafter referred to collectively as the "Debt Instruments") from time to time during the period in which this Agreement shall be effective; and Wi~EREAS, FSC hereby warrants and represents to the Issuer that it is competent and otherwise able to provide professional services to the Issuer; and WHEREAS, FSC is willing to provide its professional services and its facilities as financial advisor in connection with all programs of financing as may be considered and authorized by Issuer during the period in which this Agreement shall be effective. NOW, THEREFORE, the Issuer and FSC, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows: SECTION I DESCRIPTION OF SERVICES Upon the request of an authorized representative of the Issuer, FSC agrees to perform the financial advisory services stated in the following provisions of this Section; and for having rendered such services, the Issuer agrees to pay to FSC the compensation as provided in Section V hereof. A. Financial Planning. At the direction of Issuer, FSC shall: 1. Survey and Analysis. Conduct a survey of the financial resources of the Issuer to determine the extent of its capacity to authorize, issue and service any Debt Instruments contemplated. This survey shall include an analysis of any existing debt structure as compared with the existing and projected sources of revenues which may be pledged to secure payment of debt service and, where appropriate, shall include a study of the trend of the assessed valuation, taxing power and present and future taxing requirements of the Issuer. In the event revenues of existing or projected facilities operated by the Issuer are to be pledged to repayment of the Debt Instruments then under consideration, the survey shall take into account any outstanding indebtedness payable from the revenues thereof, additional revenues to be available from any proposed rate increases and additional revenues, as projected by consulting engineers employed by the Issuer, resulting from improvements to be financed by the Debt Instruments under consideration. 2. Future Financings. Consider and analyze future financing needs as projected by the Issuer's staff and consulting engineers or other experts, if any, employed by the Issuer. 3. Recommendations for Debt Instruments. On the basis of the information developed by the survey described above, and other information and experience available, submit to the Issuer recommendations regarding the Debt Instruments under consideration, including such elements as the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, security provisions, and such other provisions as may be appropriate 2 in order to make the issue attractive to investors while achieving the objectives of the Issuer. All recommendations shall be consistent with the goal of designing the Debt Instruments to be sold on terms which are advantageous to the Issuer, including the lowest interest cost consistent with all other considerations. 4. Mark~. Advise the Issuer of our interpretation of current bond market conditions, other related forthcoming bond issues and general information, with economic data, which might normally be expected to influence interest rates or bidding conditions so that the date of sale of the Debt Instruments may be set at a favorable time. 5. Elections. In the event it is necessary to hold an election to authorize the Debt Instruments then under consideration, FSC shall assist in coordinating the assembly of such data as may be required for the preparation of necessary petitions, orders, resolutions, ordinances, notices and certificates in connection with the election, including assistance in the transmission of such data to a firm of municipal bond attorneys ("Bond Counsel") retained by the Issuer. Debt Management and Financial Implementation At the direction of Issuer, FSC shall: 1. ~. Evaluate the particular financing being contemplated, giving consideration to the complexity, market acceptance, rating, size and structure in order to make a recommendation as to an appropriate method of sale, and: a. If the Debt Instruments are to be sold by an advertised competitive sale, FSC shall: (1) Disseminate information to prospective bidders, organize such informational meetings as may be necessary, and facilitate prospective bidders' efforts in making timely submission of proper bids; (2) Assist the staff of the Issuer in coordinating the receipt of bids, the safekeeping of good faith checks and the tabulation and comparison of submitted bids; and (3) Advise the Issuer regarding the best bid and provide advice regarding acceptance or rejection of the bids. b. If the Debt Instruments are to be sold by negotiated sale, FSC shall: (1) Recommend for Issuer's final approval and acceptance one (1) or more investment banking firms as managers of an underwriting syndicate for the purpose of negotiating the purchase of the Debt Instruments. (2) Cooperate with and assist any selected managing undervoSter and their counsel in connection with their efforts to prepare any Official Statement or Offering Memorandum. FSC shall cooperate with and assist the underwriters in the preparation of a bond purchase contract, an underwriters agreement and other related documents. The costs incurred in such efforts, including the printing of the documents, will be paid in accordance with the terms of the Issuer's agreement with the underwriters, but shall not be or become an obligation of FSC, except to the extent specifically provided otherwise in this Agreement or assumed in writing by FSC. (3) Assist the staff of the Issuer in the safekeeping of any good faith checks, to the extent there are any such, and provide a cost comparison, for both expenses and interest which are suggested by the underwriters, to the then current market. (4) Advise the Issuer as to the fairness of the price offered by the underwriters. 2. Offerin Documents. Coordinate the preparation of the notice of sale and bidding instructions, official statement, official bid form and such other documents as may be required and submit all such documents to the Issuer for examination, approval and certification. After such examination, approval and certification, FSC shall provide the Issuer with a supply of all such documents sufficient to its needs and distribute by mail or, where appropriate, by electronic delivery, sets of the same to prospective purchasers of the Debt Instruments. Also, FSC shall provide copies of the final Official Statement to the purchaser of the Debt Instruments in accordance with the Notice of Sale and Bidding Instructions. 3. ~. Make recommendations to the Issuer as to the advisability of obtaining a credit rating, or ratings, for the Debt Instruments and, when directed by the Issuer, coordinate the preparation of such information as may be appropriate for submission to the rating agency, or agencies. In those cases where the advisability of personal presentation of information to the rating agency, or agencies, may be indicated, FSC shall arrange for such personal presentations, utilizing such composition of representatives fi.om the Issuer as may be finally approved or directed by the Issuer. 4. Trustee. Pavino A~,ent. Re~,istrar. Upon request, counsel with the Issuer in the selection of a Trustee and/or Paying Agent/Registrar for the Debt Instruments, and assist in the negotiation of agreements pertinent to these services and the fees incident thereto. 5. Financial Publications. When appropriate, advise financial publications of the forthcoming sale of the Debt Instruments and provide them with all pertinent information. 6. Consultants. After consulting with and receiving directions fi.om the Issuer, arrange for such reports and opinions of recognized independent consultants as may be appropriate for the successful marketing of the Debt Instruments. 7. Auditors. In the event formal verification by an independent auditor of any calculations incident to the Debt Instruments is required, make arrangements for such services. 8. ~. Attend meetings of the City of Sanford City Commission, its staff, representatives or committees as requested at ail times when FSC may be of assistance or service and the subject of financing is to be discussed. 9. Printing. To the extent authorized by the Issuer, coordinate ail work incident to printing of the offering documents and the Debt Instruments. 10. Bond Counsel. Maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization, sale and issuance of the Debt Instruments. 11. ~. Provide to the Issuer copies of proposed or enacted changes in federal and state laws, rules and regulations having, or expected to have, a significant effect on the municipal bond market of which FSC becomes aware in the ordinary course of its business, it being understood that FSC does not and may not act as an attorney for, or provide legal advice or services to, the Issuer. 12. Delivery_ of Debt Instruments. As soon as a bid for the Debt Instruments is accepted by the Issuer, coordinate the efforts of all concerned to the end that the Debt Instruments may be delivered and paid for as expeditiously as possible and assist the Issuer in the preparation or verification of final closing figures incident to the delivery of the Debt Instruments. 13. Debt Service Schedule; Authorizine Resolution. After the closing of the sale and delivery of the Debt Instruments, deliver to the Issuer a schedule of annual debt service requirements for the Debt Instruments and, in coordination with Bond Counsel, assure that the paying agent/registrar and/or trustee has been provided with a copy of the authorizing ordinance, order or resolution. SECTION Il OTHER AVAILABLE SERVICES In addition to the services set forth and described in Section I, FSC shall make available to Issuer the following services, when so requested by the Issuer and subject to an agreement by Issuer and FSC regarding the compensation, if any, to be paid for such services, it being understood and agreed that the services set forth in this Section shall require further agreement as to the compensation to be received by FSC for such services: 1. Investment of Fund~ From time to time, as an incident to the other services provided hereunder as financial advisor, FSC may purchase such investments as may be directed and authorized by Issuer to be purchased, it being understood that FSC shall be compensated in the normal and customary manner for each such transaction. In any instance wherein FSC may become entitled to receive fees or other compensation in any form from a third party with respect to these investment activities on behalf of Issuer, FSC shall disclose to Issuer the nature and, to the extent such is known, the amount of any such compensation so that Issuer may consider the information in making its investment decision. It is understood and agreed that FSC is a duly licensed broker/dealer and is affiliated with First Southwest Asset Management, Inc. ("FSAMI"), a duly registered investment advisor. Issuer may, from time to time, utilize the broker/dealer services of FSC and/or the investment advisory services of FSAMI with respect to matters which do not involve or affect the financial advisory services referenced in this Agreement. The terms and conditions of the engagement of FSC and/or FSAMI to provide such services shall be determined by mutual agreement at the time such services are requested. 2. Exercising Calls and Refunding. Provide advice and assistance with regard to exercising any call and/or refunding of any outstanding Debt Instruments. 3. Capital Improvements Pro~l'am~. Provide advice and assistance in the development of any capital improvements programs of the Issuer. Lon -Ran e Plannin . Provide advice and assistance in the development of other long-range financing plans of the Issuer. 5. P -~:~ltlg~X~. Subsequent to the sale and delivery of Debt Instruments, review the transaction and transaction documentation with legal counsel for the Issuer, Bond Counsel, auditors and other experts and consultants retained by the Issuer and assist in developing appropriate responses to legal processes, audit procedures, inquiries, internal reviews and similar matters. SECTION HI DURATIONfFYPE OF AGREEMENT This Agreement shall become effective as of the date executed by the Issuer as set forth on the signature page hereof and, unless terminated by either party pursuant to this Agreement, shall remain in effect thereafter for a period of five (5) years from such date. Unless FSC or Issuer shall notify the other party in writing at least thirty (30) days in advance of the applicable anniversary date that this Agreement will not be renewed, this Agreement will be automatically renewed on the fifth anniversary of the date hereof for an additional one (1) year period and thereafter will be automatically renewed on each anniversary date for successive one (1) year periods. This is a non-exclusive engagement. SECTION IV TERMINATION This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of at least thirty (30) days' prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. In the event of such termination, it is understood and agreed that only the amounts due FSC for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. SECTION V COMPENSATION AND EXPENSE REIMBURSEMENT The fees due to FSC for the services set forth and described in this Agreement with respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in accordance with the schedule set forth on Appendix "A" attached hereto and incorporated herein and made a part hereof by this reference. Unless specifically 8 provided otherwise on Appendix "A" or in a separate written agreement between Issuer and FSC, such fees, together with any other fees as may have been mutually agreed upon and all expenses for which FSC is entitled to reimbursement, shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser. SECTION VI: DESIGNATED REPRESENTATIVES The Issuer designates the City Manager of the City of Sanford, or his designated representative, to represent the Issuer in all matters pertaining to and arising from the work and performance of this Agreement. Until further notice from the Issuer, the designated representative for this Agreement is: City Manager City of Sanford, Florida Post Office Box 1788 Sanford, Florida 32772 Telephone Number: (407) 330-5602 Facsimile Number: (407) 330-5679 FSC's designated representative is: Mark Galvin First Southwest Company 20 N Orange Ave., Ste. 1209 Orlando, FL 32801 Telephone Number: (407) 426-9611 Facsimile Number: (407) 426-7835 SECTION VII: EQUAL OPPORTUNITY EMPLOYMENT/NON DISCRIMINATION FSC agrees that it shall not discriminate against any employee or applicant for employment for Work under this Agreement because of race, color, religion, sex, age, national origin or disability and shall take affirmative steps to insure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff' or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. FSC, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of State law related thereto. SECTION VIH: INDEMNITY AND INSURANCE To the fullest extent permitted by law, FSC shall indemnify, hold harmless and defend the Issuer, its agents, servants, and employees, or any of them, from and against all claims, damages, losses, and expenses including, but not limited to, attorneys' fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual cost incurred for expert witness testimony, arising out of or resulting from the performance of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, conduct, or misconduct of FSC, its agents, servants, employees, or subcontractors. To the extent that may be required by law, adequate consideration has been provided to FSC for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the Issuer as set forth in Section 768.28, Florida Statutes. In claims against any person or entity indemnified under this section by an employee of FSC or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Subsection shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for FSC or its agents or subcontractors, under Workers' Compensation acts, disability benefits acts, or other employee benefit acts. The execution of this Agreement by FSC shall obligate FSC to comply with the indemnification provision in this Agreement; however, FSC must also comply with the provisions of this Agreement relating to insurance coverages. 10 The FSC shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida: Worker's Compensation: FSC shall provide Worker's Compensation for all of their employees. The limits shall be statutory limits for Worker's Compensation and $1,000,000 for Employer's Liability. Comprehensive General Liability: FSC shall provide coverage for all operations including, but not limited to, Contractual, Produc~s and Complete Operations and Personal Injury. The limits shall not be less than $1,000,000 CSL or its equivalent. Comprehensive Automobile Liability: FSC shall provide complete coverage for owned and non-owned vehicles for limits not less than $1,000,000 CSL or its equivalent. Professional Liability: FSC shall provide professional liability insurance as well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its equivalent. Alt insurance other than Worker's Compensation and Professional Liability to be maintained by FSC shall specifically include the Issuer as an additional insured. FSC shall provide Certificates of Insurance to the Issuer, evidencing such insurance, prior to the issuance of the first Work Order under this Agreement from the Issuer. These Certificates of Insuranee shall become part of this Agreement. The insurance coverage shall contain a provision which requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice shall be given to the Issuer by submission ora new Certificate of Insurance. FSC shall furnish Certificate of Insurance directly to the Issuer's Designated Representative. The certificates shall clearly indicate that FSC has obtained insurance of the type, amount and classification required by these provisions. Nothing in this Agreement or any action relating to this Agreement shall be construed as the Issuer's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. The Issuer shall not be obligated or liable under the terms of this Agreement to any party other than FSC. There are no third party beneficiaries to this Agreement. 11 SECTION IX: OWNERSHIP OF DOCUMENTS/COMPUTER FILES/REUSE It is understood and agreed that ail documents, including, but not limited to, the detailed reports, plans, plats, maps, sketches, descriptions, original drawings, survey field notebooks, and all other data other than working papers, prepared or obtained by FSC in connection with its services hereunder, are the property of the Issuer. The Issuer will determine which documents are working papers. SECTION X: STANDARDS OF CONDUCT FSC warrants that it has not employed or retained any company or person, other than a bona.fide employee working solely for FSC, to solicit or secure this Agreement and that FSC has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for FSC any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. FSC hereby certifies that no undisclosed conflict of interest exists with respect to the present Agreement, including any conflicts that may be due to representation of other clients, other contractual relationships of FSC, or any interest in property which FSC may have. FSC further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the Issuer. Violation of this Section will be considered as justification for immediate termination of this Agreement. If the Issuer determines that any employee or representative of FSC is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment under this Agreement, the Issuer shall so notify FSC in writing. FSC shall immediately remove such employee or representative of FSC from such assignment. FSC shall not publish any documents or release information regarding this Agreement to the media without prior approval of the Issuer. FSC shall certify, upon request by the Issuer, that FSC maintains a drug free workplace 12 policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. IfFSC or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the Issuer. FSC shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the Issuer. The Issuer reserves the right to unilaterally terminate this Agreement if FSC refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law and made or received by FSC in conjunction with this Agreement. The Issuer will not intentionally award publicly-funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C Section 1324a(e) [Section 274A(e) of the Immigration and Nationally Act (INA)]. The Issuer shall consider the employment by FSC of unauthorized aliens, a violation of Section 274A(e) of the INA. Such violation by FSC of the employment provisions contained in Section 274A(e) of the INA shall be grounds for unilateral cancellation of this Agreement by the Issuer. SECTION XI: ACCESS TO RECORDS/AUDIT FSC shall maintain books, records, documents, time and costs accounts and other evidence directly related to its performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. FSC shall also maintain the financial information and data necessary to determine overhead rates in accordance with the requirement of Federal and State regulatory agencies and this Agreement. The Issuer, or any of its duly authorized representatives, shall have access within twenty-four (24) hours notice to such hooks, records, documents, and other evidence for inspection, audit and copying. FSC shall maintain and allow access to the records required under this Section for a period of five (5) years after the completion of the services provided under this Agreement and date of final payment for said services, or date of termination of this Agreement. 13 SECTION XII: ASSIGNABILITY FSC shall not sublet, assign or transfer any interest in this Agreement, Claims for the money due or to become due, may be assigned to a bank, trust company, or other financial institution without such Issuer approval; however, notice of such assignment or transfer shall be furnished promptly to the Issuer. SECTION XIH: SUBCONTRACTORS If FSC desires to employ subcontractors in connection with the performance of its services hereunder it must first obtain the written consent of the Issuer. SECTION XIV: FORCE MAJEURE Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION XV CHOICE OF LAW/VENUE This Agreement shall be construed and given effect in accordance with the laws of the State of Florida. Venue for any legal action arising under the terms of this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. 14 SECTION XVI: NOTICES Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is 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 designated representative shall be provided the notice. Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. FSC agrees not to claim any waiver by Issuer of such notice requirements based upon Issuer having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of FSC to comply with the express written notice requirements herein. Computer notification (e- mails and message boards) do not constitute proper "written notice" under the terms of the Agreement. SECTION XVII: ENTIRE AGREEMENT/INTEGRATION CLAUSE/INTERPRETATION This Agreement, together with the Exhibits constitute the entire Agreement between the Issuer and FSC and supersede all prior written or oral understandings in connection therewith. This Agreement may only be amended, supplemented or modified by a formal written amendment. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. All section titles and descriptive headings of sections in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. All articles and descriptive headings of sections in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. If any one (1) or more of the covenants or provisions of this Agreement shall be held to be contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall, for any reason whatsoever, be held invalid, then such covenants or provisions shall be null and void, shall be deemed separable form the remaining covenants or provisions of this Agreement, and shall, in no way, affect the validity of the remaining covenants or provisions of this Agreement. This 15 Agreement is the result of bonafide arms length negotiations between the Issuer and FSC and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: the Issuer through its Issuer Commission taking action of the 7-/ day of J,~u~t.--] , 2003, and FSC signing by and through its duly authorized corporate officer having the full and complete authority to execute same. FIRST SOUTHWEST COMPANY ·: . ' g, Ch~ Chief Executive Officer ~/~, By: f ""'--' Mark P. Galvin ~'~ Senior Vice President City Manager ATTEST: ughtery, CifiJClerk f Date: 2-]2 ~/o3 For use and reliance of Sanford Issuer Commission only. Approved as to form and legality. William L. Colbert Issuer Attorney 16 APPENDIX A FEE SCHEDULE The fees due to FSC for the services set forth and described in this Agreement with respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in accordance with the schedules set forth below. A. The fees due to FSC for financial advisory services related to specific issuances of Debt Instruments shall not exceed those contained in our customary fee schedule as listed below. $15,000 plus $1.50 per $1,000 for the next: plus $1.25 per $1,000 for the next: plus $1.00 per $1,000 thereafter Minimum per transaction fee Rating Agencies' Presentation $0-10,000,000 of debt instruments issued $10,000,000 of debt instruments issued $20,000,000 of debt instruments issued $15,000 Additional $5,000 B. With respect to compensation on a time and expenses basis, for non-bond related services, FSC's hourly fee schedule, plus out-of-pocket expenses is as follows: Position Rate her Hour Senior Vice President and above: $175.00 Vice President: $165.00 Assistant Vice President: $150.00 Analyst: $100.00 Administrative Staff: $60.00 Due to the nature of financial advisory services and our business, FSC bills in half-hour increments. C. In addition, FSC shall act as sole bidding agent for the structuring and investment of certain Debt Instrument proceeds. FSC agrees to structure and conduct all bids for any of the funds authorized by the Debt Instrument documents and to comply with Treasury Regulation 1.148-5 that applies to computing the yield and value of such investments and determine required documentation. The successful investment provider shall pay FSC a fee equal to 0.05 percent of the weighted average dollar amount reasonably expected to be invested each year of the investment agreement. The fee paid by the winning provider shall be the only compensation received by FSC in connection with its engagement as a bidding agent. The payment of charges for financial advisory services related to specific issuances of Debt Instruments under this Agreement shall be contingent upon the delivery of the Debt Instruments and shall be due at the time that the Debt Instruments are delivered. The payment of charges for other services shall be due and payable in accordance with the mutual agreement therefore between FSC and Issuer. 17 The Issuer shall be responsible for the following ancillary expenses, if and when applicable, whether they are charged to the Issuer directly as expenses or charged to the Issuer by FSC as reimbursable expenses: Bond counsel Disclosure counsel Bond printing Bond ratings Computer structuring Credit enhancement CPA fees for refunding Official statement preparation and printing Paying agent/registrar/trustee Travel expenses as limited in Chapter 112, Florida Statutes, or the Issuer's travel regulations for its employees, whichever provides the greater authorization Underwriter and underwriters counsel Miscellaneous, including copy, delivery, and phone charges The charges for ancillary expenses, including computer structuring and official statement priming, shall be levied only for those services which are reasonably necessary in completing the transaction and which are reasonable in amount, unless such charges were incurred at the specific dkection of the Issuer. The payment of reimbursable expenses that FSC has assumed on behalf of the Issuer shall NOT be contingent upon the delivery of bonds and shall be due at the time that services are rendered and payable upon receipt of an invoice therefore submitted by FSC. 18