Legal Documents of Rocky Top

The city shall require all professionals engaged in the process of issuing debt to clearly disclose all compensation and consideration received related to services provided in the debt issuance process by both the city and the lender or conduit issuer, if any. This includes "soft" costs or compensations in lieu of direct payments.

1. Counsel. The city shall enter into an engagement letter agreement with each lawyer or law firm representing the city in a debt transaction. (No engagement letter is required for any lawyer who is an employee of the city or lawyer or law firm which is under a general appointment or contract to serve as counsel to the city. The city does not need an engagement letter with counsel not representing the city, such as underwriters' counsel.)
2. Financial advisor. (If the city chooses to hire financial advisors, the city must select between the following options.) The city shall enter into a written agreement with each person or firm serving as financial advisor in debt management and transactions.
   
   1. In a competitive sale, the financial advisor shall not be permitted to bid on an issue for which they are or have been providing advisory services.
   2. In a publicly offered, negotiated sale, the financial advisor (either):
      1. Shall not be permitted to resign as financial advisor in order to underwrite an issue for which they are or have been providing advisory services; or
      2. May resign as financial advisor only in advance of negotiations in order to underwrite an issue for which they are or have been providing advisory services.
3. Underwriter. (If there is no financial advisor) In advance of pricing of the debt in a publicly offered, negotiated sale, the underwriter must provide pricing information both as to interest rates and to takedown per maturity to the city council (or its designated official). (Ord. #467, Jan. 2012)