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Res 2472 3/4/1980RESOLUTION NO. W, RESOLUTION APPROVING CONTRACT WITH FIRST SOUTHWEST COMPANY FOR FINANCIAL ADVISORY SERVICES. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: That certain contract, a copy of which is attached hereto, with First Southwest Company for financial advisory services for the issuance of approxi- mately $3,000,000 of instruments evidencing indebtedness for water and sanitary sewer improvements and the issuance of $10,875,000 of instruments evidencing indebtedness for general improvements is hereby approved, and the City Manager is authorized to execute the same for the City. PASSED AND APPROVED this the 4th day of March, 1980. y4"---/-*/ AYOR ATTEST: City Clerk February 25, 1980 Honorable Mayor and City Council City of Wichita Falls Wichita Falls, Texas Gentlemen: 1. We understand that you have under consideration the authorization and issuance of bonds in the following amounts: $10,875,000 General Obligation Bonds (Various Purposes) and $3,000,000 Water and Sewer System Revenue Bonds. 2. By this proposal we offer our professional services and our facilities as Financial Advisors and agree to direct and coordinate the entire program of financing herein contemplated, and to assume and pay the expenses herein- after enumerated. It is understood and agreed, however, that this obliga- tion on our part shall not cover the cost of any litigation. 3. We agree to perform the following duties normally performed by such advisors, and to perform such other duties as, in our judgment, may be necessary or advisable: a. We •will make a survey of the City's financial resources to determine the extent of its borrowing capacity. This survey will include an analysis of the existing debt structure as compared to existing and pro- jected sources of income 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 the present and estimated future taxing requirements. If the revenues of a system or facility are to be pledged to repayment of the securities in question, the survey will take into account any outstanding obligations which are payable from the net revenues thereof, additional net revenues to arise from any proposed rate increase, and the additional net revenues as projected by your consulting engineers as a result of the improvements to be financed by the securities in question. 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 survey described in the above and foregoing paragraph, and on the basis of other information and experience available to us, we will submit our written recommendations on the financing in question. Our plan will include recom- mendations as to the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, and any other 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 securities which can be sold under terms most advantageous to Issuer, and at the lowest interest cost consist- ent with all other considerations. c. We will advise you of current bond market conditions, forth- coming bond issues, and other general information and economic data which might normally be expected to influence the interest rates or bidding con- ditions, so that the date for the sale of the securities can be set at a time, which, in our opinion, will be favorable. d. We understand you have retained, or will retain, the firm of McCall, Parkhurst & Horton, Dallas, Texas, municipal bond attorneys ("Bond Counsel"), whose fee will be paid by us. 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 the authorization, issuance, sale and delivery of bonds referred to in paragraph 1. , above. e. We will coordinate the preparation and submission of the Notice of Sale, the Official Statement, and such other market documents which you may require. We will also supervise preparation of the uniform bid form, containing provisions recognized by the municipal securities industry as being consistent with the securities offered for sale. We will submit to you all such offering documents, including the Official Statement, for your proper examination, approval and certification. After such examination, approval and certification, we will furnish you with a supply of such documents and shall mail a set of the same to a list of prospective bidders, and to banks, life, fire and casualty insurance companies, investment coun- selors and other prospective purchasers of the securities. We will also supply sufficient copies of the Official Statement to the purchaser of the securities in accordance with the terms of the Notice of Sale. The cost of preparing, printing and distributing these documents will be paid by us. We will arrange for such reports and opinions of recognized independent con- sultants which may be deemed necessary or required, by you and us, in the successful marketing of the securities. The fees and charges for such services will be paid by you. f. We will advise financial publications of the forthcoming sale of your securities and furnish them with the pertinent information. g. We will make recommendations to you on the matter of a credit rating or ratings for the proposed issue and when directed by you shall 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 or agencies may be indicated, we will arrange for the personal presentation. The travel expense for such presentation will be paid by you. 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 indi- cated, and for the purpose of tabulation and comparison of bids, and will advise you as to the best bid, and will provide our recommendation as to acceptance or rejection of such bid. i. As soon as a bid for the securities shall be accepted by you, we will proceed to coordinate the efforts of all concerned to the end _that the securities may be delivered and paid for as expeditiously as possible. We shall assist you in the preparation or verification of final closing figures, and when requested, will provide suggestions on a program of tempo- rary investment of proceeds, in consultation with Issuer's architect or consulting engineer, consistent with the construction timetable for the project. j. We will act as your agent in arranging for the printing of the securities, the cost of which will be paid by us. We will attend to their delivery to the Attorney General for approval and the Comptroller of Public Accounts for registration, it being understood that title to and ownership of the printed securities shall be in Issuer 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 delivery of the securities. Bond Counsel will furnish an unqualified approving legal opinion on the securities at the time of delivery. 1. After closing we will deliver to you a schedule of annual debt service requirements on the obligations being delivered to the purchaser. We will furnish to the paying agent or paying agents a copy of the authoriz- ing 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. 4. In consideration for the services rendered by us, it is understood and agreed that our fee for each series of bonds will be as follows: TURN-KEY CONTRACTS Base Fee - Any Issue 3,500 Plus: 12.50 per $1,000 par value up to 250,000 11.50 per $1,000 par value for the next 250,000 7.00 per $1,000 par value for the next 500,000 4.65 per $1,000 par value for the next 1,500,000 2.75 per $1,000 par value for the next 2,500,000 2.50 per $1,000 par value for the next 5,000,000 1.95 per $1,000 par value for the next 3,875,000 The above schedule applies-to both general obligation and revenue bonds, and each issue of bonds constitutes one installment; multiple installments of a voted authorization are considered as one installment and are calculated as such. If a General Obligation issue and Revenue Bond issue are sold on the same date, an adjustment in the above rates to be applied to each separate issue will be made. The adjustment will be mutually agreeable to both parties. Such adjustment will primarily relate to the cost of preparing the official notice of sale and official statement. Our fee and reimbursable expenses shall become due and payable simulta- neously with the delivery of the securities to the purchaser. 5. It is further understood and agreed that we reserve the right to submit a bid for the securities when offered for sale. ri f five years from6. This agreement shall remain in effect_ for- a period o e y the date hereof, provided, it may be terminated by you upon thirty (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 our 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 Issuer 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 By Authorized Representative ACCEPTANCE Accepted pursuant to authority granted by the City Council on this the day of 1980. City Manager City of Wichita Falls, Texas ATTEST: City Secretary City of Wichita Falls, Texas SEAL)