HomeMy WebLinkAbout2018-293MUNICIPAL ADVISORY AGREEMENT
This Municipal Advisory Agreement (the "Agreement") is made and entered into
by and between Indian River County, Florida (the "Issuer" or the "County') and
Masterson Advisors LLC ("Masterson" or "Contractor") effective as of December 18,
2018.
WITNESSETH:
WHEREAS, the Issuer will 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 municipal advisor; and
WHEREAS, the Issuer desires to obtain the professional services of Masterson 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
WHEREAS, Masterson is willing to provide its professional services and its
facilities as a municipal advisor in connection with all programs of financing as may
be considered and authorized by Issuer during the period in which thisAgreement shall
be effective.
NOW, THEREFORE, the Issuer and Masterson, in consideration of the mutual
covenants and agreements herein contained and other good and valuable consideration,
do hereby agree as follows:
Section 1. Description of Services. Upon the request of an authorized representative
of the Issuer, Masterson agrees to perform the municipal advisory services stated in the
following provisions of this Section I; and for having rendered such services, the Issuer
agrees to pay to Masterson the compensation as provided in Section 5 hereof.
A. Financial Planning. At the direction of Issuer, Masterson 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 will 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, will include a study of the trend of the
assessed valuation, taxing power and present and future taxing
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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 will 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 in order to
make the issue attractive to investors while achieving the objectives of
the Issuer. All recommendations will 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. Market Information. 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, Masterson will 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.
B. Debt Management and Financial Implementation. At the direction of
Issuer, Masterson shall:
1. Method of Sale. Evaluate the particular financing being contemplated,
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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, Mastersonwill:
Supervise the sale of the Debt Instruments;
ii. 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;
iii. 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
iv. 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,
Masterson will:
L Recommend for Issuer's final approval and acceptance one or
more investment banking firms as managers of an
underwriting syndicate for the purpose of negotiating the
purchase of the Debt Instruments.
ii. Cooperate with and assist any selected managing
underwriter and their counsel in connection with their efforts
to prepare any Official Statement or Offering Memorandum.
Masterson will 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
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become an obligation of Masterson except to the extent
specifically provided otherwise in this Agreement or
assumed in writing by Masterson.
iii. 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.
iv. Advise the Issuer as to the fairness of the price offered by
the underwriters.
2. Offering 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 Masterson 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, Masterson 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. Credit Ratings. 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, Masterson will arrange for such
personal presentations, utilizing such composition of representatives from
the Issuer as may be finally approved or directed by the Issuer.
4. Trustee, Paying Agent, Registrar. 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.
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6. Consultants. After consulting with and receiving directions from 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. Issuer Meetings. Attend meetings of the governing body of the Issuer, its
staff, representatives or committees as requested at all times when
Masterson 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 all 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.Changes in Laws. 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 Masterson
becomes aware in the ordinary course of its business, it being understood
that Masterson 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 forthe 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; Authorizing 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 orresolution.
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Section 2. Other Available Services. In addition to the services set forth and
described in Section I herein above, Masterson agrees to make available to Issuer the
following services, when so requested by the Issuer and subject to the agreement by
Issuer and Masterson regarding the compensation, if any, to be paid for such
services, it being understood and agreed that the services set forth in this Section II
shall require further agreement as to the compensation to be received by Masterson
for such services:
A. Exercising Calls and Refunding. Provide advice and assistance with regard to
exercising any call and/or refunding of any outstanding Debt Instruments.
B. Capital Improvements Programs. Provide advice and assistance in the
development of any capital improvements programs of the Issuer.
C. Long -Range Planning. Provide advice and assistance in the development of
other long-range financing plans of the Issuer.
D. Post -Sale Services. 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 3. Term of Agreement. This Agreement shall become effective as of December
18, 2018 and, unless sooner terminated by either party pursuant to the terms of this
Agreement, shall remain in effect thereafter for a period of five (5) years from such date.
Unless Masterson or the Issuer shall notify the other party in writing at least forty-five (45)
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, for a maximum
term, including all renewals, of ten (10) years.
Section 4. Termination, This Agreement may be terminated with or without cause by
the Issuer or Masterson upon the giving of at least forty-five (45) 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 Masterson 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
TERMINIATION IN REGARDS TO F.S. 287.135: Contractor certifies that it and those
related entities of respondent as defined by Florida law are not on the Scrutinized
Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida
Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for
goods or services of one million dollars or more, Contractor certifies that it and those
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related entities of respondent as defined above by Florida law are not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida
Statutes and are not engaged in business operations in Cuba or Syria.
County may terminate this Contract if Contractor is found to have submitted
a false certification as provided under section 287.135(5), Florida Statutes, been placed
on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or been engaged in business
operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.
County may terminate this Contract if Contractor, including all wholly owned
subsidiaries, majority-owned subsidiaries, and parent companies that exist for the
purpose of making profit, is found to have been placed on the Scrutinized Companies
that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725,
Florida Statutes.
Section 5. Compensation god Expense Reimbursement. The fees due to
Masterson for the services set forth and described in Section I of 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. Unless specifically provided otherwise on Appendix A or in a separate written
agreement between Issuer and Masterson such fees, together with any other fees as
may have been mutually agreed upon and all expenses forwhich Masterson is entitled
to reimbursement, shall become due and payable concurrently with the delivery of the
Debt Instruments to the purchaser.
Section 6. Personnel. Edward D. Stull, Jr., Managing Director, will be assigned to work
with County as Municipal advisor. If, for any reason, personnel assigned is changed or
replaced, the County has the right to immediately terminate this Agreement. The County
has the right to approve, disapprove, or request, for any reason, Masterson to replace any
personnel assigned by Masterson to the account. Should the County make such a
request, Masterson shall promptly suggest a substitute until a satisfactory substitute is
selected.
Section 7. Indemnification. To the fullest extent permitted by law, Masterson shall
indemnify and hold harmless the County, its commissioners, officers, and employees
from liabilities, damages, losses and costs including, but not limited to, reasonable
attorney's fees, to the extent caused by the negligence, recklessness, or intentional
wrongful conduct of Masterson and other persons employed or utilized by Masterson
in the performance of this Agreement.
Section 8. Insurance. Masterson shall not commence to perform the Services or
Additional Services under this Agreement until it has obtained all of the insurance
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required under this Agreement and such certificates of insurance have been approved
by the County's Risk Manager. A certificate of insurance shall be provided to the
County's Risk Manager for review and approval ten days prior to commencement of any
work under this Agreement. The insurance company musthave a rating by AM. Best
Company of at least A: V. Such certificates of insurance or an endorsement provided
by Masterson must state that the County will be given thirty days' prior written notice
prior to cancellation or material change in coverage The County shall be named as an
additional insured on all policies except workers' compensation and professional liability.
Masterson shall procure and maintain, for the duration of this Agreement, the minimum
insurance coverage as set forth herein, and the cost of such insurance shall be
included in Masterson fee.
A. Workers Compensation and Employers Liability: Workers Compensation
limits as required by the State of Florida and employers Liability limits of
$500,000.00 disease (policy limit) and $100,000 disease (each employee).
B. Commercial General Liability: Minimum combined single limit of $500,000
per occurrence for bodily injury and property damage. This is to include
premises/operations, products/completed operations, contractual liability and
independent contractors' coverage.
C. Business Auto Liability: Minimum combined single limit of $500,000 per
occurrence for bodily injury and property damage. This is to include owned, hired,
and non -owned autos.
D. Professional liability: Minimum limit of $1,000,000 per occurrence.
The County, through its Risk Manager, reserves the right to periodically review any and
all policies of insurance and reasonably adjust the limits of coverage required
hereunder, from time to time throughout the term of this Agreement. In such event, the
County shall provide Masterson with separate written notice of such adjusted limits and
Masterson shall comply within thirty days of receipt thereof. The failure of Masterson
to provide such additional coverage shall constitute a default by Masterson and shall
be grounds for termination ofthisAgreement bytheCounty.
Section 9. Miscellaneous.
A. Background Recitals. The Background recitals are true and correct and form a
material part of this Agreement
B. County Designee. The County Administrator is hereby designed as the
representative of the County. All work performed by Masterson pursuant to this
Agreement shall be by the direction of the County acting through the County
Administrator or his or her designee.
C. Independent Contractor. It is specifically acknowledged and agreed by the
parties hereto that Masterson is and shall be, in the performance of all
Services and activities under this Agreement, an independent contractor, and
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not an employee, agent or servant of the County. All persons engaged in any
of the Services performed pursuant to this Agreement shall at all times, and
in all places, be subject to Masterson's sole discretion, supervision, and
control. Masterson shall exercise control over the means and manner in which
Masterson and its employees perform the Services, and in all respects
Masterson's relationship and the relationship of its employees to the County
shall be that of an independent contractor performing solely under the terms
of the Agreement and not as employees, agents, or servants of the County.
D. Governing Law; Venue; Attorney Fees. This Agreement shall be construed,
governed and interpreted according to the laws of the State of Florida. Venue for
any lawsuit brought by either party against the other party or arising out of this
Agreement shall be in Indian River County, Florida or, in the event of federal
jurisdiction, in the United States District Court for the Southern District of Florida.
Each party shall bear its own attorney fees in any dispute arising under this
Agreement
E.Remedies; No Waiver. All remedies provided in this Agreement shall be
deemed cumulative and additional, and not in lieu or exclusive of each other
or of any other remedy available to either party, at law, or in equity. Each right,
power, remedy of the parties provided in this Agreement shall be cumulative
and concurrent and shall be in addition to every other right, power or remedy
provided for in this Agreement or now or hereafter existing at law or in equity
or by statute or otherwise. The failure of either party to enforce any provision of
this Agreement, or the waiver thereof, in any specific instance by either party
shall not be construed as a general waiver or relinquishment on its part of
such provision in any other instance, and such provision shall nevertheless
remain in full force andeffect.
F. Severability. If any term or provision of this Agreement, or the application thereof
to any person or circumstance shall, to any extent, be held invalid or unenforceable
for the remainder of this Agreement, then the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected, and every other term and provision of this
Agreement shall be deemed valid and enforceable to the extent permitted by law.
G. Availability of Funds. The obligations of the County under this Agreement
are subject to the availability of funds lawfully appropriated for its purpose by
the Board of County Commissioners of Indian River County.
H. No Pledge of Credit. Masterson shall not pledge the County's credit or make
it a guarantor of payment or surety for any contract, debt, obligation, judgment,
lien or any form of indebtedness.
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I. Public Records Compliance.
a. Indian River County is a public agency subject to Chapter 119, Florida
Statutes. Masterson shall comply with Florida's Public Records Law.
Specifically, Masterson shall:
i. Keep and maintain public records that ordinarily and necessarily
would be required by the County in order to perform the service.
ii. Upon request from the County's Custodian of Public Records,
provide the County with a copy of the requested records or allow
the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in Chapter
119 or as otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the
contractor does not transfer the records to the County.
iv. Upon completion of the contract, transfer, at no cost, to the County all
public records in possession of the Contractor or keep and maintain
public records required by the County to perform the service. If the
Contractor transfers all public records to the County upon completion
of the contract, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public
'records disclosure requirements. If the contractor keeps and
maintains public records upon completion of the contract, the
Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the
County, upon request from the Custodian of Public Records, in a
format that is compatible with the information technology systems of
the County.
b. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
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c. Failure of Masterson to comply with these requirements shall be a
material breach of this Agreement.
J. Notices. Any notice, request, demand, consent, approval, or other
communication required or permitted by this Agreement shall be given or
made in writing and shall be served, as elected by the party giving such notice,
by any of the following methods: (a) Hand delivery to the other party; (b)
Delivery by commercial overnight courier service; or (c) Mailed by registered
or certified mail (postage prepaid), return receipt requested at the addresses
of the parties shown below:
If to County:
If to Masterson:
County Administrator
Indian River County
1801 27th Street
Vero Beach, Florida 32960
Edward D. Stull, Jr.
Managing Director
Masterson Advisors, LLC
5323 Millenia Lakes Blvd, Suite 300
Orlando, FL 32839
Notices shall be effective when received at the address as specified above.
Either party may change its address, for purposes of this section, by written
notice to the other party given in accordance with the provisions of thissection.
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K. Survival. Except as otherwise expressly provided herein, each obligation in
this Agreement to be performed by Masterson shall survive the termination or
expiration of this Agreement.
L. ConstructionlInterpretation of Agreement. Each party has participated
equally in the negotiation and drafting of this Agreement. In the event that an
arbitration panel or court is required to interpret any provision of this Agreement,
the provision shall not be interpreted for or against either party upon the basis
that such party was or was not the preparer of this Agreement.
M. Sovereign Immunity. Nothing herein shall constitute a waiver of the County's
sovereign immunity.
N. No Third -Party Beneficiaries. Except as otherwise expressly provided herein,
this Agreement is solely for the benefit of the named parties, and no
enforceable right or cause of action shall accrue hereunder to or for the benefit
of any entity or individual not a named party hereto.
O. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all which together will constitute
one and the same instrument.
P. Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties and supersedes all previous discussions,
understandings, and agreements between the parties relating to the subject
matter of this Agreement. Amendments to and waivers of the provisions of this
Agreement shall be made by the parties only in writing by written amendment
or other appropriate written document.
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IN WITNESS THEREOF, Issuer and Masterson have caused this Agreement to be
executed in their respective names as of the date entered below.
ATTEST: Jeffrey R. Smith, Clerk BOARD OF COUNTY COMMISSId,,•
of INDIAN RIVER COUNTY ("Inclow.-
Court and Comptroller County")
By:
By: foL-Pl
u e XI
Bob Solari, Chairman '••;9' -
(Affix Seal)
Approved by BCC: December 18, 2018
Approved: Approved as to form and legal su •ciency:
By: _ By:
Jason E. rown Dylan Reingold
Coun ministrator County Attorney
MASTERSON ADVISORS, LLC
By: &A80PW
Edward D. Stull, Jr.
Managing Director
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APPENDIX A
The fees due Masterson for the services set forth and described in this Agreement with
respect to each issuance of Debt Instruments during the term of the Agreement shall be
calculated in accordance with the schedules set forth below.
A. With respect to compensation on a time and expenses basis, for non -bond related
services, Masterson's hourly fee schedule, excluding out-of-pocket expenses, is as
follows:
Position Rate per Hour
Managing Director/Director: $175/hr.
Vice President: $120/hr.
Assistant Vice President: $120/hr.
Analyst/Associate: $120/hr.
Administrative: $ 40/hr.
B. The fees due the Masterson for the services with respect to each issuance of Debt
Instruments (bonds, bank loans, etc.) during the term of this Agreement shall be calculated
in accordance with the schedule set forth below. Unless specifically provided otherwise
herein or in a separate written agreement between the Issuer and Masterson, such fees,
together with any other fees and may have been mutually agreed upon and all expenses,
for which Masterson is entitled to reimbursement, shall become due and payable
concurrently with the delivery of the Debt Instruments to the purchaser.
Debt Transaction Fee
$1.20 per $1,000 for the first $20,000,000 of debt instruments, plus
$0.75 per $1,000 for amounts greater than $20,000,000 of debt instruments
Minimum $15,000 per transaction
C. The County shall be responsible for typical transaction related expenses, if and when
applicable, whether they are charges directly to the County as expenses or charged to the
County by Masterson as reimbursable expenses. The payment of reimbursable expenses
that Masterson has assumed on behalf of the County 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 submitted by Masterson. Proposed charges may include items
as listed below.
- Travel, lodging and meals, provided travel occurs in coach
- Courier services, facsimile, and photocopies
- Conference call charges
- Third party expenses, such as advertising, incurred on behalf of the County
D. Fees for ancillary services including continuing disclosure, arbitrage rebate, asset
management, structured products, pension and OPEB trusts, and non-traditional services
will be based on a mutual agreed upon fee.
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DISCLOSURE STATEMENT OF MUNICIPAL ADVISOR
This Disclosure Statement is provided by MASTERSON ADVISORS LLC (the "Municipal
Advisor") to you (the "Client') in connection with our current municipal advisory agreement, (the
"Agreement"). This Disclosure Statement provides information regarding conflicts of interest and
legal or disciplinary events of Municipal Advisor that are required to be disclosed to Client pursuant
to MSRB Rule G- 42(b) and (c)(ii).
PART A - Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any
actual or potential material conflicts of interest, including certain categories of potential conflicts of
interest identified in Rule G-42, if applicable.
Material Conflicts of Interest — Municipal Advisor makes the disclosures set forth below with
respect to material conflicts of interest in connection with the Scope of Services under the Agreement
with the Municipal Advisor together with explanations of how the Firm addresses or intends to
manage or mitigate each conflict.
General Mitigations - As general mitigations of the Municipal Advisor conflicts, with respect to all
of the conflicts disclosed below, Municipal Advisor mitigates such conflicts through its adherence to
its fiduciary duty to Client, which includes a duty of loyalty to Client in performing all municipal
advisory activities for Client. This duty of loyalty obligates the Municipal Advisor to deal honestly and
with the utmost good faith with Client and to act in Client's best interests without regard to the
Municipal Advisor's financial or other interests. The disclosures below describe, as applicable, any
additional mitigations that may be relevant with respect to any specific conflict disclosed below.
I. Other Municipal Advisor Relationships. Municipal Advisor serves a wide variety of other
clients that may from time to time have interests that could have a direct or indirect impact
on the interests of Client. For example, Municipal Advisor serves as municipal advisor to
other municipal advisory clients and, in such cases, owes a regulatory duty to such other
clients just as it does to Client. These other clients may, from time to time and depending on
the specific circumstances, have competing interests, such as accessing the new issue
market with the most advantageous timing and with limited competition at the time of the
offering. In acting in the interests of its various clients, Municipal Advisor could potentially
face a conflict of interest arising from these competing client interests. None of these other
engagements or relationships would impair Municipal Advisor's ability to fulfill its regulatory
duties to Client.
II. Compensation -Based Conflicts. Fees that are based on the size of the issue are
contingent upon the delivery of the Issue. While this form of compensation is customary in
the municipal securities market, this may present a conflict because it could create an
incentive for the Firm to recommend unnecessary financings or financings that are
disadvantageous to Client, or to advise Client to increase the size of the issue. This conflict
of interest is mitigated by the general mitigations described above.
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Fees based on a fixed amount are usually based upon an analysis by Client and Municipal Advisor
of, among other things, the expected duration and complexity of the transaction and the Scope of
Services to be performed by Municipal Advisor. This form of compensation presents a potential
conflict of interest because, if the transaction requires more work than originally contemplated,
Municipal Advisor may suffer a loss. Thus, Municipal Advisor may recommend less time-consuming
alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by
the general mitigations described above.
Hourly fees, if any, are calculated with, the aggregate amount equaling the number of hours worked
by Municipal Advisor personnel times an agreed upon hourly billing rate. This form of compensation
presents a potential conflict of interest if Client and Municipal Advisor do not agree on a reasonable
maximum amount at the outset of the engagement, because the Municipal Advisor does not have a
financial incentive to recommend alternatives that would result in fewer hours worked. This conflict
of interest is mitigated by the general mitigations described above.
PART B - Disclosures of Information Regarding Legal Events and Disciplinary History
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal
or disciplinary events material to its client's evaluation of the municipal advisor or the integrity of the
municipal advisor's management or advisory personnel.
Accordingly, Municipal Advisor sets out below required disclosures and related information in
connection with such disclosures.
Material Legal or Disciplinary Event. There are no legal or disciplinary events that are
material to Client's evaluation of Municipal Advisor or the integrity of Municipal Advisor's
management or advisory personnel disclosed, or that should be disclosed, on any Form MA
or Form MA -I filed with the SEC.
II. How to Access Form MA and Form MA -1 Filings. Municipal Advisor's most recent Form
MA and each most recent Form MA -I filed with the SEC are available on the SEC's EDGAR
system at the following website,
www.sec.gov/edgar/searchedgar/companysearch.htmi. For purposes of accessing
reports, Municipal Advisor's CIK number is 0001733756 and SEC number is 867-02338.
PART C - Future Supplemental Disclosures
As required by MSRB Rule G-42, this Municipal Advisor Disclosure Statement may be
supplemented or amended, from time to time as needed, to reflect changed circumstances resulting
in new conflicts of interest or changes in the conflicts of interest described above, or to provide
updated information with regard to any legal or disciplinary events of the Municipal Advisor. The
Municipal Advisor will provide Client with any such supplement or amendment as it becomes
available throughout the term of the Agreement.
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Municipal Securities Rulemaking Board Rule G-10 Disclosure
Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory
Client Education and Protection, Municipal Advisors are required to provide certain written
information to their municipal entity and obligated person clients which include the following:
• Masterson Advisors LLC is currently registered as a Municipal Advisor with the U.S. Securities
and Exchange Commission and the Municipal Securities Rulemaking Board.
• Within the Municipal Securities Rulemaking Board ("MSRB") website at www.msrb.org, County
may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The
brochure describes the protections that may be provided by the MSRB Rules along with how to
file a complaint with financial regulatory authorities.
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