Financial Advisor

A. OBJECTIVE The objective of the County is to contract with a qualified and experienced professional firm to provide Financial Advisory Services. The Financial Advisor must be able to provide a full scope of financial advisory services and demonstrate experience in advising governmental issuers on the financial aspects involved with the issuance of tax-exempt bonds or other financings.
B. SCOPE OF SERVICES The Financial Advisor must be able to provide a full scope of Financial Advisory Services. All services provided by the selected financial advisor are to be performed only upon the direction of the County Administrator or their designee. The required Financial Advisory Services include, but are not limited to, the following:
1. Ongoing Services Without Regard to Specific Bond Issues or Other Financings a) Attending any and all meetings as required by the Board of County Commissioners, County Administrator, Director of Management & Budget, Clerk of the Circuit Court or their designees. b) Assisting the County in developing long term plans to address all proposed capital needs and how these needs should be funded. c) Assisting the County with interpretation and implementation of provisions on outstanding bond issues and periodically reviewing all outstanding bond issues to determine and recommend if refunding or restructuring of these issues is in the County’s best interest. d) Developing and periodically updating a report on the County’s outstanding bonds, available revenues, and debt capacity that will be made available to the Board of County Commissioners. e) Preparing financial studies and analyses as requested by the County Administrator, the Director of Management & Budget, the Clerk of the Circuit Court or their designees. f) Developing and periodically updating a debt comparison analysis showing the County’s outstanding debt as compared to several similar sized counties within the State of Florida. Financial ratios will also be developed within the report based upon selected standardized criteria. g) Providing periodic reports for, and/or coordinating meetings with rating agencies and credit enhancers as necessary to maintain the highest possible credit ratings for the County. h) Assisting the County in developing requests for proposals for and selecting bond counsel and underwriters, or other professionals, that best provide the resources and knowledge needed by the County in structuring and managing debt. i) Assisting the County in the continued development of its utility acquisition strategy including the negotiation and purchase of private water and sewer systems located within the County. j) Assisting the County in the continued development of its debt management policy and other financial policies. k) Assisting the County in analyzing how the Capital Improvement Element of the County’s Comprehensive Plan or other similar governmental requirements may affect future financing needs. l) Assisting the County in analysis of various investment opportunities concerning investment of County funds and bond proceeds. m) Reviewing presentations or proposals from underwriters, banks or other companies and advising the County as to the usefulness or advantages of such proposals.
2. Services Rendered with Regard to Public Offering of Securities a) Preparing a comprehensive plan for the offering, taking into consideration federal arbitrage regulations and other legal parameters, presenting financing alternatives, evaluating debt capacity, future flexibility and vulnerability to market conditions, estimating financing costs and setting forth various structuring alternatives. b) Coordinating a “financing working group” consisting of the County Administrator (at their discretion), Clerk of the Circuit Court (at their discretion), County Attorney, Director of Management & Budget, Finance Director, or their designees, underwriters, bond counsel and other relevant parties. c) Preparing a time schedule, coordinating the necessary actions of the County and other members of the financing working group and estimating the date of sale of bonds, or other financings, and availability of proceeds. d) Providing County legal counsel with information and details necessary for drafting of the authorizing bond or other financing resolution or ordinance and validation documents. e) Assisting in the validation proceedings and testifying as an expert witness, if necessary, on the offering. f) Advising as to the advantages and disadvantages of bond insurance or other credit enhancements. g) Coordinating with and providing the credit rating agencies (and other credit enhancers, if applicable) with information necessary to obtain the highest possible credit rating on the bonds. This may include scheduling on- site visits by or meeting with such rating agencies. h) Advising the Commission and staff as to market conditions and recommending the timing of the sale of the bonds or other financings. i) Assisting the County in preparing a comprehensive official statement of bonds in conformance with full disclosure guidelines, and arranging for its printing. j) Assisting the Commission and staff with the selection of a paying agent and registrar and trustee (if applicable) for any bonds or other financings. k) Advising as to the advantages and disadvantages of a negotiated versus public sale of bonds.
3. Services Specific to a Public Sale of Bonds a) In cooperation with County legal counsel, preparing the Official Notice of sale of the bonds. b) Advising the County on a bond sale date that will result in the issue not being marketed in competition with several other issues. c) Arranging for the insertion of necessary advertisements of the notice of sale in appropriate financial publications. d) Assisting the County at the time of sale in checking all bids for compliance with bid specifications, and making a recommendation as to award of the bonds in the best interest of the County.
4. Services Specific to Negotiated Sale of Bonds a) Assisting in selection of the managing underwriter and any co-managing underwriters from the County’s approved list of underwriters. b) Advising whether or not a selling group is necessary. c) Evaluating the bond purchase agreement and advising as to its acceptance or rejection in light of market conditions. d) Advising the County as to a bond structure that is both saleable in the capital markets in light of current market conditions and meets the needs of the County. e) Negotiating in coordination with the County, the interest rates proposed by the underwriters for the bonds as well as the underwriters’ compensation and expenses on the issue expressed in terms of the gross underwriters discount. f) Assisting the County in supervising the allocation of bonds, underwriting risk and management split fees among the underwriting syndicate with the goal of encouraging competition and productivity to produce the lowest interest cost to the County, to produce an equitable bond distribution among the managers, and to provide for the widest possible distribution of bonds to facilitate liquidity in the secondary market.
5. Additional Services Provided Regardless of Method of Sale a) Preparing a financing summary booklet, containing a comparison of interest rates on the County’s issue versus interest rates on similar issues in the market and a cost benefit analysis of credit enhancement whether or not some form of credit enhancement is used, and final amortization schedule. b) Assisting the County in evaluating the pricing of the sale and successful closing of the bonds. c) Coordinating bond closing and transfer of funds. d) Assisting the County in the development of investment programs for bonds proceeds. e) Reviewing invoices submitted to the County in connection with the offering. f) Preparing annual arbitrage rebate calculations to determine the County’s possible outstanding liability and monitoring and preparing final calculations to be reported to the IRS.
6. Financings Not Involving a Public Offering of Securities Situations may arise in which the County faces financing needs that are not conducive to the public issuance of securities. Alternative financing vehicles in these instances may include: private placement of debt, participation in pooled short term borrowing programs, bank loans, tax anticipation notes, and others. With regard to these needs, services by the proposer as Financial Advisor will include (in addition to services previously outlined): a) Assisting the County in selection of the appropriate financing vehicle. b) Assisting in the preparation of private placement memorandum, loan applications, or other information related to the financing. c) Assisting in the preparation of investor letters that may be required in association with private placements. d) Certain circumstances may arise in which the County may wish to place securities privately with a limited number of sophisticated investors. In this circumstance, the County may wish to use the Financial Advisor as placement agent to facilitate the placement of such securities. In no event will the Financial Advisor participate directly or indirectly as placement agent without the written consent of the Board of County Commissioners as evidenced by written documentation.
7. Conduit Financings On occasion the County will be asked to act as a conduit issuer to issue bonds for the benefit of private organizations located within the County. If the Financial Advisor is advised by the County Administrator or his designee to serve as the County’s Financial Advisor on a proposed conduit financing, the prospective borrower shall execute an agreement with the Financial Advisor for payment of all fees and expenses related to the proposed project(s). At the direction of the County, the Financial Advisor will assist the County in developing a set of criteria with which to determine whether or not to act as conduit issuer on any proposed conduit financing. Some of these criteria may include an analysis of the public purpose of the project, an analysis of the need of the project (as defined by the County), security of the financing including any forms of credit enhancement, anticipated rating of the financing and the method of sale which will be utilized for the financing.
With regard to conduit financings issued by St. Johns County for the benefit of other private organizations within the County, the services as Financial Advisor shall include, but shall not be limited to, the following: a) Reviewing all legal documentation in connection with the project to ensure that the Authority and the County are protected from liability to the maximum extent possible. b) Analyzing the feasibility study and revenue and debt projections to ensure that they are reasonable in light of current market conditions. c) Preparing a written summary and analysis of the financing, to be presented to the County upon the sale of the bonds. d) Coordinating members of the financing team and the County to facilitate closing and transfer of funds.
8. Conflict of Interest Disclosure Form (Attachment C) a) The selection of the firm will not result in any current or potential conflict of interest. Alternately, should any potential or existing conflict be known by a firm, the proposal shall specify the party with which the conflict exists or might arise, the nature of the conflict and whether the firm would step aside or resign from that engagement or representation creating the conflict. In particular, the firm shall disclose any affiliation or relationship with any broker-dealer. b) The proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same services, and is in all respects fair and without collusion or fraud. In order to avoid even the appearance or perception that favoritism, special dealing or political considerations were involved in decisions relating to the selection of the Financial Advisor, the County will not consider for selection or continue to retain the Financial Advisor unless they certify prior to selection, and at any time at the request of the County, that they are in compliance and will remain in compliance with the following standards of conduct. If a Financial Advisor is unable to certify compliance as provided herein and the reason for such inability is minor in nature and within the general intent of this provision, the Financial Advisor may explain in writing the reasons which make certification of compliance impossible and any reasons which would justify its continuing qualification pursuant to subsection (B). c) The Financial Advisor must certify that they have not and will not: • Make any contributions to or participate in the management of fund raising for or on behalf of any candidate for the Board of County Commissioners (the “Board”) or Clerk of the Circuit Court. • During the period beginning on the later of (i) the date of the general election at which the Board members and/or Clerk were regularly elected preceding the most recent general election at which the B responses to a solicitation, or (ii) the effective date of this rule, and ending on the deadline established for responses to the solicitation; and • While the financial advisor is included in an applicant pool; and after the financial advisor has been approved by the Board and such selection has not been revoked or otherwise become inoperative; and • For a period of 2 years after the end of any time period described in paragraph 1, or at the next general election after the end of any time period described in paragraph 1, whichever occurs last; and • Participate in any prohibited business solicitation communication. d) If a financial advisor is unable to certify to the conditions of subsection c) or if it is determined that a financial advisor has engaged in any activity specified in subsection c), the Board shall consider the magnitude of the violation and whether there has been a pattern of violations at its next meeting at which the consideration of the issue may be placed on the agenda. If the Board does not vote at such meeting to continue the selection or eligibility for selection of the financial advisor, the County Administrator shall, as soon as practicable, cancel any contract with or cancel the selection of eligibility of the financial advisor.