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HomeMy WebLinkAbout03-94 1994-08-09 EULESS DEVELOPMENT CORPORATION RESOLUTION 03-94 WHEREAS, the Euless Development Corporation of the City of Euless, Texas, desires to authorize the issuance of "Euless Development Corporation Sales Tax Revenue Bonds, Series 1994" for funding of various capital projects for parks, library and economic development for the City of Euless, and that a proposal from First Southwest Company of Dallas, Texas is required for consideration of that firm to provide professional services in the capacity of Financial Advisor; and WHEREAS, First Southwest Company has submitted to the Euless Development Corporation a Financial Advisory Agreement wherein they offer their professional services and facilities to direct and coordinate the entire program of financing contemplated, as well as other duties which may be needed; and WHEREAS, First Southwest Company has agreed in said Financial Advisory Agreement to provide services to the Euless Development Corporation. NOW, THEREFORE, be it resolved by Euless Development Corporation of the City of Euless, Texas, that: 1. The Financial Advisory Agreement provided by First Southwest Company be approved and executed by the President and attested by the Secretary. 2. A letter for Financial Advisory Compliance to the Municipal Securities Rulemaking Board, Rule G-23(d) (ii), be executed by the President and forwarded to First Southwest Company. ADOPTED at a regular meeting of the Euless Development Corporation on the 9th day of August, 1994, by a vote of 6 ayes, o nays, and o abstentions. APPROVED: Mary Lib Saleh, Chair ATTEST: usan Crim, :ecretary FINANCIAL ADVISORY AGREEMENT By and Between EULESS DEVELOPMENT CORPORATION (Herein referred to as the "Issuer") and FIRST SOUTHWEST COMPANY It is understood that 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 that in connection with the authorization, sale, issuance and delivery of such indebtedness of the Issuer, we have been requested to submit a proposal to provide professional services to the Issuer in the capacity of Financial Advisor. We are pleased to comply with this request and submit the following proposal for consideration. This proposal, if accepted by the Issuer, shall become the agreement (the "Agreement") between the Issuer and First Southwest Company ("First Southwest") effective at the date of its acceptance as provided for herein below. A. 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 (hereinafter referred to collectively as the "Debt Instruments")from time to time during the period in which this Agreement shall be effective. B. First Southwest agrees to provide our professional services and our facilities as Financial Advisor and agree to direct and coordinate all programs of financing as may be considered and authorized during the period in which this Agreement shall be effective and to assume and pay those expenses set out in Appendix A, 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. C. First Southwest agrees to perform the following duties normally performed by such financial advisors and all other duties as, in our judgement, may be necessary or advisable: 1. First Southwest will conduct a survey of 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 secured 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 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. First Southwest will also take into account future financing needs and operations as projected by the Issuer's staff and consulting engineers or other experts, if any, employed by the Issuer. • 2. On the basis of the information developed by the survey described above, and other information and experience available to us, First Southwest 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 prior payment, security provisions, and any other additional provisions designed to make the issue attractive to investors. All recommendations will be based upon our professional judgement 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 considerations. 3. First Southwest will advise the Issuer 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 st that the date of sale of the Debt Instruments may be set at a time which, in our opinion, will be favorable. 4. First Southwest understand the Issuer has retained, or will retain, a firm of municipal bond attorneys ("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, First Southwest 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. 5. First Southwest will recommend the method of sale of the Debt Instruments that, in our opinion, is in the best interest of the Issuer and will proceed, as directed by the Issuer, with one of the following methods: a. Advertised Sale: First Southwest will supervise the sale of the Debt Instruments at a public sale in accordance with procedures set out herein. First Southwest waives the right, either acting alone or in conjunction with others,to submit a bid for any debt Instruments issued under this Agreement which the Issuer advertises for competitive bids. b. Negotiated Sale: First Southwest 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 in no event will First Southwest participate either direct or indirectly in the underwriting of the Debt Instruments. First Southwest will collaborate with any managing underwriter selected and Counsel to the underwriters in the preparation of the Official Statement or Offering Memorandum. First Southwest 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. The costs thereof, including the printing of the documents, will be paid by the underwriters. c. Private Placement: Upon authorization by the Issuer and acting in its behalf, First Southwest will place privately the Debt Instruments directly with institutional investors for a placement fee of$7.50 2 per $1,000 par value of Debt Instruments issued and placed, which fee will be in addition to the fee set forth in Appendix A attached hereto. First Southwest will prepare and provide the prospective purchasers a Limited Offering Memorandum and other related documents. 6. When appropriate, First Southwest will advise financial publications of the forthcoming sale of the Debt Instruments and provide them with all pertinent information. 7. First Southwest 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. First Southwest will submit to the Issuer all such documents for examination, approval and certification. After such examination, approval and certification, First Southwest will provide the Issuer with a supply of all such documents sufficient to its needs and will distribute by mail sets of the same to prospective bidders and to banks, life, fire and casualty insurance companies, investment counselors and other prospective purchasers of the Debt Instruments. First Southwest ill also provide sufficient copies of the final Official Statement to the purchaser of the Debt Instruments in accordance with the Notice of Sale and Bidding Instructions. 8. First Southwest will, after consulting with the Issuer, arrange for such reports and opinions of recognized independent consultants First Southwest deem necessary and required in the successful marketing of the Debt Instruments. 9. Subject to the approval of the Issuer, First Southwest will organize and make arrangements for such investor information meetings as, in our judgement, may be necessary. 10. First Southwest 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, First Southwest will coordinate the preparation of such information as, in our opinion, is required 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, First Southwest will arrange for such personal presentations, including representatives from the Issuer. 11. First Southwest 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 First Southwest will advise the Issuer as to the best bid. First Southwest will provide the Issuer with our recommendation as to acceptance or rejection of such bid. 12. As soon as a bid for the Debt Instruments is accepted by the Issuer, First Southwest 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. First Southwest shall assist the Issuer in the preparation or verification of final closing figures incident to the delivery of the Debt Instruments. 3 • • 13. First Southwest 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. 14. If requested, First Southwest will counsel with the Issuer in the selection of a Trustee and Paying Agent/Registrar for the Debt Instruments, and First Southwest will assist in the preparation of agreements pertinent to these services and the fees incident thereto. 15. In the event formal verification by an independent auditor of any calculations incident to the Debt Instruments is required, First Southwest will make arrangements for such services. 16. First Southwest agree to coordinate all work incident to printing and execution of the Debt Instruments. 17. After the closing of the sale and delivery of the Debt Instruments, First Southwest will deliver to the Issuer a schedule of annual debt service requirements of the Debt Instruments. In coordination with Bond Counsel, First Southwest will assure that the Paying Agent/Registrar has been provided with a copy of the authorizing ordinance, order or resolution. 18. First Southwest will attend any and all meetings of the governing body of the Issuer, its staff, representatives or committees as requested at all times when First Southwest may be of assistance or service and the subject of financing is to be discussed. 19. First Southwest 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. 20. First Southwest will work with the Issuer, its staff and any consultants employed by the Issuer in developing financial feasibility studies and analyzing alternative financing plans. D. In addition to the services set out above, First Southwest agree to provide the following services when so requested. 1. First Southwest will provide our advice as to the investment of certain funds of the Issuer. First Southwest will, when so directed, purchase those investments authorized to be purchased and, except for investment of the proceeds of Debt Instruments, First Southwest will charge a normal and customary commission for each such transaction. 2. First Southwest will provide our advice and assistance with regard to exercising and call and/or refunding of any outstanding Debt Instruments. 4 • 3. First Southwest will provide our advice and assistance in the development of, and financing for, any capital improvements programs of the Issuer. 4. First Southwest will provide our advice and assistance in the development of the long-range fmancing plan of the Issuer. 5. First Southwest will provide any other financing planning services as may be requested by the Issuer. E. The fee due to First Southwest Company in accordance with Appendix A attached hereto, any other fees as may be mutually agreed and all expenses for which First Southwest Company is entitled to reimbursement, shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser. F. This agreement shall become effective at the date of acceptance by the Issuer set out herein below and remain in effect thereafter until such time as all duties have been completed and discharged concerning the issuance, sale and closing of$8,825,000 Sales Tax Revenue Bonds, Series 1994. This Agreement is submitted in duplicate originals. When accepted by the Issuer, it, together with Appendix A attached hereto, will constitute the entire Agreement between the Issuer and First Southwest Company for the purposes and 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 Hill A. Feinberg President and/do-Chief xecutive Officer By I /(/( Boyd Lon Managing Director 5 • ACCEPTANCE CLAUSE The above and foregoing is hereby in all things accepted and approved by the Issuer, Euless Development Corporation on this the 9th day of August , 19 94 , by action of the Board of Directors. B Tom Hart President Title ATTEST: Susan Crim Secretary 6 APPENDIX A Hourly Fee Schedule and Expense Items In consideration for the services rendered by us, it is understood and agreed that our fee for each issue of debt instruments will be based on the following hourly rates: Director $225.00 per hour Principal 200.00 per hour Vice President 150.00 per hour All Other Professionals 125.00 per hour Clerical 75.00 per hour Hourly rates will be computed to the nearest quarter hour. Clerical charges will only apply to services performed directly for the Corporation, such as Official Statement preparation, travel arrangements for Corporation personnel, etc. There is no minimum fee. The fees due First Southwest Company will not exceed those contained in our customary fee schedule as listed below. $9,000 for the first $ 1,000,000 of bonds issued plus $ 4.00 per $1,000 for the next $ 4,000,000 of bonds issued plus $ 2.00 per $1,000 for the next $ 5,000,000 of bonds issued plus $ 1.00 per $1,000 for the next $40,000,000 of bonds issued plus $ .50 per $1,000 thereafter The charges for ancillary services, including computer structuring and official statement printing, shall be levied in accordance with the applicable Internal Service Charge schedules of the Company, which are available upon request. The payment of charges for financial advisory services shall be contingent upon the delivery of bonds and shall be due at the time that bonds are delivered. The Client shall be responsible for the following expenses, whether they are charged to the Client directly as expenses or charged to the Client by the Company as reimbursable expenses: Bond counsel Bond printing Bond ratings Computer structuring Credit enhancement Official statement printing Paying agent/registrar/trustee Travel expenses of Client personnel Travel expenses of Company personnel, with prior approval Underwriter and underwriters counsel Miscellaneous, including copy, delivery, and phone charges The payment of reimbursable expenses that the Company has assumed on behalf of the Client shall NOT be contingent upon the delivery of bonds and shall be due at the time that services are rendered. 7