HomeMy WebLinkAboutContract 18407 c\TY SECRL \
PROPOSAL AND AGREEMENT cO »�w �� a�r-----
FOR
FINANCIAL ADVISORY SERVICES
By and Between
THE CDT}, OF FORT WORTH, TEXAS
And
FIRST SOUTHWEST COMPANY
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ltiaunderstood that the City of Fort Worth (the "Issuer") will have under consideration from
time to time the authorization and issuance of indebtedness in amounts and forms which
cannot be determined and that in connection with the authorization, sale, issuance and
delivery of such indebtedness of the Issuer, we have submitted a proposal to provide
professional services to the Issuer in the capacity f Financial Advisor. This proposed
agreement, it accepted b th I shall y e aauecx s a become the agreement (the "Agreement")
between the Issuer and First Southwest Company effective atthe date otits acceptance as
provided for herein below.
l. This Agreement shall apply to any and all evidences of indebtedness or debt
obligations that may be authorized and issued or otherwise created or assumed by the Issuer
to include any non-profit corporations created by the Issuer to act in its behalf and including
indebtedness incurred for the acquisition of new facilities and systems and the disposition of
' existing facilities and systems (hereinafter referred to collectively as the "Debt
Instruments") from time 10 time during the period in which this Agreement shall be
effective.
2. We agree to provide our professional services and our facilities as Financial
Advisor and agree to direct and coordinate all u f financing b id
and authorized during the period in which thia ' ~ � shall " " �- |��-' - considered
m�reennen o a be effective to assume
and pay those expenses set out herein, provided, however, that our obligations to pay
expenses shall not include any costs incident to litigation, mandamus action, test case or
other similar legal actions.
3. We agree to perform the following duties normally performed by such financial
advisors and all other duties as, in our judgment, may be necessary oradvisable: ^
a. We will survey the financial resources of the Issuer to determine the extent
of its capacity to authorize, issue and service debt. This survey will include an analysis of
the existing debt structure as compared with the existing and projected sources of revenues
which may be pledged to secure payment of debt service. We will work with any consultants
engaged by the Issuer to develop reliable data upon which to base our professional opinions.
We will also take into account future financing needs and operations as projected by the
Issuer's staff and consultants or other experts, if any, employed by the Issuer.
b. On the basis of the information developed by the survey described above,
and other information and experience available to us, we will submit to the Issuer our
recommendations on the Debt Instruments under consideration including such elements as
the date of issue, interest payment dates, schedule of principal maturities, options of '—'
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payment, security provisions, and any other additional provisions designed to make the Issue
attractive to investors. All recommendations will be based upon our professional judgment
with the goal of designing Debt Instruments which can be sold under terms most
advantageous to the Issuer and at the lowest interest cost consistent with all other
C. We will advise the {ma/er of current bond market conditions, forthcoming
bond issues and other general information and 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 ata time which, in our opinion, will be favorable.
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d. We understand the Imaxar has retained, or will retain, firma of municipal
bond attorneys (the "Bond Counsel") whose fees will be paid by the Issuer. In the event it is
necessary to hold an election to authorize the Debt Instruments then under consideration,
we will assist in coordinating the assembly and transmittal to Bond Counsel of such data as
may be required for the preparation of necessary petitions, orders, resolutions, ordinances,
notices and certificates in connection with the election.
m. We will recommend the method of sale of the Debt Instruments that, in our
opinion, lnin the best interest of the Issuer and will proceed, as directed by the Issuer, with
one of the following methods:
1 Advertised Sale: We will supervise the sale of the Debt Instruments
at public sale in accordance with procedures set out herein. We agree not to submit a bid
for any Debt Instruments issued under this Agreement which the Issuer advertises for
competitive bids unless authorized by the Issuer in writing, in compliance with Rule G-23 of
the Municipal Securities Bu1emaking Board. We will require and obtain from the bidding
account listing olall of the members of the bidding account. The costs thereof, including
the printing of the necessary documents, will be paid by the Issuer.
2. Negotiated Saie If requested, we will recommend one or more
investment banking firms as managers of an underwriting syndicate for the purpose of
negotiating the purchase of the Debt Instruments and innu event will we participate either
directly ucindirectly in the underwriting of the Debt Instruments. We will collaborate with
any managing underwriter selected and Counsel to the underwriters in the preparation of the
Official Statement or Offering Memorandum. We will cooperate with the underwriters in
obtaining any Blue Sky Memorandum and Legal Investment Survey, preparing Bond Purchase
Contract, Underwriters Agreement and any other related documents. We agree not to
participate in any syndicate negotiating the sale of the Issuer's Debt Instruments. We also
agree not to participate in negotiated issues for a period of one year in the event of our
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resignation. The costs thereof, including the printing of the necessary documents, will be
paid by the Issuer.
3. Private Placement: Upon authorization by the Issuer and actingr in its
behalf, we will place ' Instruments dicecth/ with institutional or individual
investors for a placement lee to be mutually agreed upon. We will prepare and provide the
prospective purchasers aLimited
Offering Memorandum and other related documents. The
costs thereof, including the printing of the necessary documents, will be paid by the Issuer.
f. When appropriate, we will advise financial publications of the forthcoming
sale of the Debt Instruments and provide them with all pertinent information.
Q, We will coordinate the preparation of the Notice of Sale and Bidding
Instructions, Official Statement, Official Bid Form and such other documents as may be
required. We will submit to the Issuer all such documents for examination, approval and
certification. After such examination, approval and certification, we will provide the Issuer
with a supply of all such documents sufficient to its needs and will distribute by rnal\ sets of
the same to prospective bidders and to banks, life, fire and casualty insurance companies,
investment counselors an d other prospective purchasers of the Debt Instruments. We will
also provide sufficient copies of the Official Statement to the purchaser of the Debt '
Instruments in accordance with the Notice of Sale and Bidding Instructions and in
accordance with pertinent Securities and Exchange Commission Rules under 15c2-12 and
other guidelines for disclosure as may be promulgated in the future. The cost of preparing,
printing and distributing these documents will 6e paid by the Issuer. .
h. We will, after consulting with the Issuer, arrange for such reports and
opinions of recognized independent consultants we deem necessary and required for' the
successful marketing of the Debt Instruments. The fees and charges for such services will
be paid 6y the Issuer.
i. ' to the approval of the Issuer, we will organize and make
arrangements for such information meetings as, in our judgment, may be necessary at the
Issuer's expense.
j. We will 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, we will coordinate the preparation of such information as, in our opinion,
RECORD �
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, we
will arrange for such personal presentations, which will include representatives of the Issuer.
Any fees, including travel expenses for such presentation, incurred in obtaining a rating or
ratings will be paid by the Issuer.
k. We will assist the staff of the Issuer at any advertised sale of Debt
Instruments in coordinating the receipt and tabulation and comparison of bids and we will
advise the Issuer as to the best bid. We will provide the Issuer with our recommendation as
to acceptance or rejection of such bid.
1. As soon as a bid for the Debt Instruments is accepted by the Issuer, we will
proceed to coordinate the efforts of all concerned to the end that the Debt Instruments may
be delivered and paid for as expeditiously as possible. We will assist the Issuer in the
preparation or verification of final closing figures incident to the delivery of the Debt
Instruments.
M. We will maintain liaison with Bond Counsel in the preparation of all legal
documents pertaining to the authorization, sale and issuance of the Debt Instruments. Bond
Counsel will provide an unqualified legal opinion as to the legality of the issuance of the
Debt Instruments at the time of delivery.
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n. If requested, we will counsel with the Issuer in the selection of a Paying
Agent/Registrar for the Debt Instruments, and we will assist in the preparation of
agreements pertinent to these services and the fees incident thereto.
o. In the event formal verification by an independent auditor of any
calculations incident to the Debt Instruments is required, we will make arrangements for
such services for which the fee will paid by the Issuer.
p. We agree to do, or cause to be done, all work incident to printing of the
Debt Instruments, obtaining approval, as may be required by the Attorney General,
registration by the Comptroller of Public Accounts and delivery to the purchaser, the cost
of which will be paid by the Issuer.
q. After the closing of the sale and delivery of the Debt Instruments, we will
deliver to the Issuer a schedule of annual debt service requirements on the Debt
Instruments. In coordination with Bond Counsel, we will assure that the Paying
Agent/Registrar has been provided with a copy of the authorizing ordinance, order or
resolution.
r. We will attend any and all meetings of the governing body of the Issuer, its
staff, representatives or committees as requested at all times when we may be of assistance
or service and the subject of financing is to be discussed.
S. We will advise the Issuer and its staff of changes, proposed or enacted, in
Federal and State laws and regulations which would affect the municipal bond market.
t. We will work with the Issuer, its staff and any consultants employed by the
Issuer in developing financial feasibility studies and analyzing alternative financing plans.
4. In addition to the services set out above, we agree to provide the following
services when so requested.
a. We will provide our advice as to the investment of certain funds of the
Issuer. We will, when so directed, purchase those investments authorized to be purchased
and we will charge a normal and customary commission for each such transaction.
b. We will provide our advice and assistance with regard to exercising any call
and/or refunding of any outstanding Debt Instruments.
C.- We will provide our advice and assistance in the development of, and
financing for, any capital improvements programs of the Issuer.
d. We will provide our advice and assistance in the development of the long-
range financing plan of the Issuer. -
e, We will provide any other financial planning services as may be requested
by the Issuer.
f. We will testify in litiQation and rate osoes' at an hourly charge to be
mutually agreed upon prior 10 presenting testimony.
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On behalf of the laouec we will furnish to the Municipal Securities
Rulennaking Board, or any other designated Official Statement and/or Document Repository,
any material asmay be required by such Repository.
h. We will make recommendations to the Issuer on matters of credit
enhancement for the proposed issue and when directed by you shall coordinate the
preparation of such information as in our opinion 1s required to credit enhancers or
providers. Any fees incurred ln obtaining credit enhancement will be paid by the Issuer.
5. The fee due to First Southwest Company an set out herein, any other fees as may
be mutually agreed upon and all expenses for which First S th st Company is entitled to
reimbursement, shall become due and payable concurrently with the delivery of the Debt
Instruments to the purchaser. In consideration for the services rendered by us, it is
understood and agreed that our tee for each sale of Debt Instruments will be as follows:
First $15,000,000 $1.00 per $1,000
(Minimum fee - $'U,O0O)
Next 15,000,000 $0.75 per $1,008
Over 30,00O,000 $0.50 per $1,000
' 6. 8 simultaneous sale ot similar y-uecured bonds or certificates shall be billed aa
. one issue, rather than several issues. An advance refunding issue shall entail an additional
lump nurn charge for analytical services to be negotiated between the Issuer and First
Southwest Company.
In the event that we are asked to provide assistance in matters not related to the
issuance of debt by the Issuer or provide assistance in areas which may or may not be
included herein, such services shall be provided at fee to be negotiated. Such assistance
will not commence without prior written authorization by the Issuer and prior determination
by us that such services are within our ability to render.
In addition to fees described in Section 5 above, an annual fee for on-going �
financing programs, such as commercial paper, variable rate demand notes, and state
revolving loan transactions, shall be mutually agreed upon prior to the start of any
financing. The fee shall be payable on the anniversary dote of the initial issuance thereof.
7. This agreement shall become effective on the date of its acceptance by the
louuec and remain in effect thereafter for a period of five years. This agreement may be
extended at the end of the five year term for successive one-year periods, atthe option of
the Issuer. This Agreement may be terminated with or without cause by the Issuer or First
Southwest Company upon thirty (3O) days' written notice but may be renewed at any time
upon mutual consent. In the event of such tccrninadon, itiounderstood and agreed that only
1'e amount due to First Southwest Company 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.
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This Agreement is submitted in duplicate origin' �. When accepted � t� Issuer, it will
constitute the entire Agreement between the Issuer and First Southwest Company for the
purposes and the considerations herein specified. Acceptance will be indicated by the
signature of authorized officials of the Issuer together with the date of acceptance on both
copies and the return of one executed copy to First Southwest Company.
Respectfully submitted,
FIRST SOUTHWEST COMPANY
By
W nfloyd London, Jr-r.
SeJor Vice President
ACCEPTANCE
ACCEPTED t n adopted by City Council o� the City of Fort Worth,
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Texas on the f a&kL 2 199 1.
By kc Ly &4AiX,0
City Manager
ATTEST:
Contract Authorization
City Secretary 3
Date
(SE/\l.)
City of Fort ,
Mayor and Council Com- munication
DATE REFERENCE SUBJECT: CONTRACT WITH FIRST SG��T�_ HWEST PAGE
3-26-91 C-12783 IOMP_ANY FOR FINANCIAL ADVISORY > of 1
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute
a contract with First Southwest Company to provide professional services in the
capacity of Financial Advisor to the City.
DISCUSSION:
Prior to 1979, the responsibility for preparing official statements and bid
forms, arranging rating agency presentations and structuring debt issuance for
the City was jointly exercised by various members of the City staff. Other
than engaging a law firm to issue a purchaser's opinion as the tax-exempt
status of debt instruments, no other professional services were utilized.
In response to increasing complexities of the municipal debt market, on
January 30, 1979 (M&C C-4502) , the Council authorized the engagement of First
Southwest Company to. serve as financial advisor to the City. This agreement
was extended on July 30, 1985 (M&C C-9162) , but has now expired. Professional
services such as financial advisory services are exempted from the competitive
bid requirements of state statutes; however, staff has compared the quality of
service and fee structure under the City's former arrangement with First
Southwest and believe it is in the City' s best interest to execute a new
agreement with this firm.
Attached is a copy of the proposed agreement submitted by First Southwest. The
fee structure of the proposed contract is the same as that previously used and
is as follows:
Size of Debt
Issue Fee
First 15,000,000* 1.00 per 1,000
Next 115,000,000 1 .75 per $1,000
Over $30,000,000 $ .50 per $1,000
* minimum fee = $10,000
No charges for financial advisory services are incurred unless an actual
issuance of debt occurs.
The contract is to be effective for a period of five years and may be extended
at the end.of the five year term for successive one-year periods, at the option
of the City and is cancelable on 30 days written notice with no penalty clause.
CB:v
13ADVISORY
SUBMITTED FOR IHt
CITY MANAGER'S Charles Boswell 8500 DISPOSITION BY COUNCIL: PROCESSED BY
OFFICE BY: O APPROVED
ORIGINATING Judson Bailiff 8185 C OTHER (DESCRIBE)
DEPARTMENT HEAD: CITY SECRETARY
FOR ADDITIONAL INFORMATION Ben Allen 8357
CONTACT: DATE