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HomeMy WebLinkAboutRES 1984-017 RESOLUTION NO. 84-17 �.<� A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS EMPLOYING A FISCAL AGENT WHEREAS, the City of Grapevine periodically sells bonds to make capital improvements in facilities used to serve its citi- zens; and, WHEREAS, employment of a knowledgeable fiscal agent to advise on ratings and sale of bonds may result in financial savings to the citizens of Grapevine; and WHEREAS, First Southwest Company has served many cities as financial advisor, and its staff possesses the knowledge required of a fiscal agent. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1 . That the Mayor of the City of Grapevine is hereby authorized to accept the Financial Advisory Proposal submitted by First Southwest Company and attached as Exhibit "A" . Section 2. That the agreement with First Southwest Company shall become effective from and after the date of passage of this '� " resolution. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this 27th day of March, 1984. APPROVED: `'1r� Mayor ATTEST: �. ,. City Secreta y APPROVED AS TO FORM: �,� City Attorney � _ 1 �.� CITY OF GRAPEVIIVE, TEXAS FINANCIAL ADV150ttY PROPOSAL Macch 27, 19� . �; :. .�....� E. , �� f �.�:.;�. �O` Y� FiNANCW. ADVISORY AGREEMENT �� March 27, 1984 Honorable Mayor and City Council � City of Grapevine, Texas Grapevine, Texas 76051 Maya and Members of the City Council: l. We understand that you propose to sell General Obligation Bonds and Waterworks and Sewer System Revenue Bon� and that in connection with the issuance, sale and delivery of said Bonds, as well as additional bonds and other evidences of indebtedness that may be authocized and issued from time to time during the term of this Agreement, you have invited First Southwest Company to submit a proposal to assist you in the issuance of such City of Grapevine (the "City") obligatians and to advise on alternative financing methods as appropriate. 2. By this proposal we offer our professional services and our facilities as Financial Advisor and agree to direct and coordinate the entire program of financing when contemplated, and to assume and pay the expenses hereinafter enumerated. It is understood and agreed, however, that this obligation on our part ��' shall not cover the cost of any litigation. � 3. We agree to pecform the following duties normally performed by such advisors, and to perform such other duties as, in our judgment, may be necessary or advisable: a. In conjunction with programs involving the issuance of general obligation bonds and other evidences of indebtedness, we will conduct a survey of the financial resources of the City to determine the extent of its borrowing capacity. These surveys will include an analysis of the existing debt structure as compared with existing and projected sources of income which may be pledged to secure payment of debt service and, where appropriate, wil! include a study of the trend of the assessed valuation of the City, the City's taxing power and the present and estimated future taxing requirements. In conjunction with programs involving the issuance of Revenue Bonds and revenues of a system or facility ace to be pledged to repayment of the securities, we will conduct a survey which will take into account any outstanding obligations which are payable from the net revenues of the system or facility, additional net revenues to arise from any proposed rate increase, and the additional net revenues as projected by your consulting engineecs as a result of the improvements to be financed by the bonds. We will also take into account your future financing needs and operations as projected by your staff and/or your consulting engineers and other experts. � , b. On the basis of the information developed by the surveys described in the above and foregoing paragraphs, and on the basis of other information and +r� experience available to us, we will submit our written recommendations on each financing under consideration. Our plan will include recommendations as to the � � date of issue, interest payment dates, schedule of principal maturities, optia�s of � pria payment, and any othec necessary additional security provisions designed to make the issue attractive to investors. All recommendations will be based on our best professional judgment, with the goal of designing bonds which can be sold under tecros most advantageous to the City, and at the lowest interest cost consistent with all other considerations. c. We will advise you of current bond macket conditions, farthcoming bond issues, and other general information and economic data which might normally be expected to influence the interest rates or bidding conditions, so that the date fa the sale of the bonds can be set at a time, which, in our opinion, will be favorable. d. We understand you have retained, or will retain, a firm of municipal bond attorneys ("Bond Counse!"), whose fee will be paid by you. We will assist in coordinating the assembly and transmittal to Bond Counsel of such data as may be required for the preparation of the necessary petitions, orders, resolutions, notices and certificates in connection with any financing that is contemplated. e. We will coordinate the preparation and submission of the Notice of Sale, the Official Statement, and such other market documents which may be required. We will also supervise preparation of the Unifocm Bid Form, containing provisions recognized by the municipal securities industry as being consistent with the bonds offered for sale. We will submit to you al! such offering documents, including the Official Statement, for your proper examination, approval and cectification. After such examination, approval and certification, we will furnish you with a supply of such documents and will mail a set of the same to a list of prospective biddecs, and �' to banks, life, fire and casualty insurance companies, investment counselors and other prospective purchasers of the bonds. We will also supply sufficient copies of � the Official Statement to the purchaser of the bonds in accordance with the terms of the Notice of Sale. The cost of preparing, printing and distributing these documents will be paid by you. We will advise on, and with your permission, will arrange for such reports and opinions of recognized independent consultants which we deem necessary and required in the successful mackefing of the bonds. The fees and charges for such services will be paid by you. We will organize such information meetings as in our judgment may be necessary, and, with your permission, will arrange for these meetings at your expense. f. We will advise financial publications of the fathcoming sale of your bonds and fucnish each with the pertinent information. g. We will make recommendations to the City o� the matter of a credit rating or ratings fa the proposed issue and when directed by you will coordinate the preparation of such information as in our opinion is required for submission to the rating agency or agencies. Any fees incurred in obtaining a rating or ratings � will be paid by you. In those cases where the advisability of personal presentation of information to the rating agency oc agencies may be indicated, a repre- sentative(s) of First Southwest Company experienced in such matters will be available to accompany those representing the City. The trave! expense for such presentation will be paid by you, except for travel incurred by First Southwest Company representives. � . h. We will assist you at the sale for the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where indicated, and for the w�:3 purpose of tabulation and comparison of bids, and will advise you as to determining the best bid, and will provide our recommendation as to acceptance or rejection of such bid. � i. As soon as a bid fa the bonds shal! be accepted by you, we wil! proceed to ,,,�, coordinate the efforts of all concerned to the end that the bonds may be delivered and paid fac as expeditiously as poasible. We will assist you in the preparatien or verification of final closing figures, and when requested, will provide suggestions � on a program of xmpaary investment of proceeds, in consuttatian with the City's architect a consulting engineer, consistent with the consuuction timetable foc the project. j, We will act as your agent in arranging foc the printing of the bonds, the cost of which will be paid by you. We will attend to the delivery of the bonds, it being understood that title to and ownership of the printed bonds will reside with the City until they are delivered to the purchaser. k. We will maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization, sale, issuance and delivecy of the bonds. Bond Counsel will fumish an unqualified approving legal opinian on the bonds at the time of delivery. l. After closing we will deliver to you a schedule of annual debt service requirements on the obligations being delivered to the purchaser. We wiU furnish to the paying agent or paying agents a copy of the authorizing ordinance. m. We will attend any and all meetings of your governing body, or any representatives thereof, as desired by you, whenever we may be of assistance and the subject of financing is to be discussed. �� n. If so directed by the City, we will advise and assist you and your other consultants in the preparation and submission of any application for funding made to a State or Federal Agency. Further, if so requested, a representative of this `1'�"' firm shall accompany and assist you and your other consultants in any meetings or hearings befae the appropriate Agency. The expenses in connection therewith shall be borne by you. o. When requested by the City, we will assist in the evaluation of proposals for, and the selection of, a Paying Agent/Registrar for the bonds. 4. In consideration foc the services rendered by us, it is understood and agreed that our fee for each issue of bonds will be as follows: Base Fee - Any Issue $ 3,000 Plus $5.00 per $1,000 up to $ 500,000 Plus 3.50 per $1,000 next 500,000 Plus 2.25 per $1,000 next 1,500,000 Plus 1.75 per $1,000 next 2,500,000 Plus 1.25 per $1,000 next 5,000,000 Plus 0.75 per $1,000 next 10,000,000 Plus 0.35 per $1,000 next 10,000,000 Plus 0.30 per $1,000 next 20,000,000 Plus 0.25 per $1,000 over 50,000,000 ,.=.ri, Fees fa revenue issues shall be the amount shown above plus a 20% additional charge. A multiple installment shall be computed as a single issue. �;_� ► In the case of an advance refunding of outstanding debt obligations, the fee schedule set out herein shall not be applicable. Our fee fa an advance refunding +"�" shall be: Fa $1,500,000 or less - Minimum $20,000 For each $1,000 above $1,500,000 - $0.40 per $1,000 Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of the bonds to the purchaser. 5. In the event any bond election is necessary, if such election shall fail, no fee will be due us; however, should the same or similar propositions again be submitted to election held within twelve months from the date hereof, then at our option the agreement covered by this proposal shall apply to any such bonds. 6. It is further understood and agreed that we will reserve the right to submit a bid for securities when offered by competitive sale. 7. This agreement shall remain in effect for a period of five years from the date hereof; provided, however, it may be terminated by. you upon thicty (30) days' written notice to us. In the event of termination, it is understood and agreed that . only the amount due us for services or expenses to date of termination would be due and payable, and that no penalty for cancellation of the contract would be allowed. It is the intent of this provision that ouc services be satisfactory to you at all times. "`°�` This proposal is submitted in duplicate originals. When accepted by you, it will constitute the entire agreement between the City and the undersigned for the � purposes and considerations herein specified. Your acceptance will be indicated by the signature of your authorized officials or representatives on both copies, and the returning of one executed copy to us. Respectfully submitted, FIRST SOUTHWEST COMPANY ey �c�;� ''c�. Ct � `���— Senior Vice President ACCEPTANCE Accepted pursuant to Resolution adopted by the City Council on this the 27th day of March, 1984. �yj/ r '� Mayor �,..� aTTEST: � �� �� � t�'�i..� �v' <� !t �:�. City Secreta y (SEAL)