R-08-12-18-7C1 - 12/18/2008RESOLUTION NO. R -08-12-18-7C1
WHEREAS, the City of Round Rock desires to retain financial
advisory services associated with the Brushy Creek Regional
Wastewater System, and
WHEREAS, Specialized Public Finance Inc. has submitted an
Agreement to provide said services, and
WHEREAS, the City Council desires to enter into said Agreement
with Specialized Public Finance Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Financial Advisory Services, a
copy of said agreement being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended
RESOLVED this 18th day of December, 2008.
.),111/1*
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
0:\WDOX\RESOLUTI\R81218C1.DOC/rmc
FINANCIAL ADVISORY SERVICES AGREEMENT
This Financial Advisory Services Agreement (the "Agreement") is made and entered into by and between
the City of Round Rock, Texas ("Issuer") and Specialized Public Finance Inc. ("SPFI") effective as of the date
executed by the Issuer as set forth on the signature page hereof.
WITNESSETH:
WHEREAS, the Issuer expects to purchase and finance a share of the Brushy Creek Wastewater System
(the "Project") from the Lower Colorado River Authority and/or the Brazos River Authority, as the case may be,
and, in connection with the authorization, sale, issuance and delivery of any related and required indebtedness,
Issuer desires to retain an independent financial advisor; and
WHEREAS, the Issuer desires to obtain the professional services of SPFI to advise the Issuer regarding the
issuance and sale of certain evidences of indebtedness or debt obligations that may be authorized and issued or
otherwise created or assumed by the Issuer (hereafter referred to collectively as "Debt") in connection with the
Project during the period in which this Agreement shall be effective; and
WHEREAS, SPFI is willing to provide its professional services and its facilities as financial advisor in
connection with the Project as may be considered and authorized by Issuer during the period in which this
Agreement shall be effective.
NOW, THEREFORE, the Issuer and SPFI, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, do hereby agree as follows:
SECTION I
DESCRIPTION OF SERVICES
Upon the request of the Issuer, SPFI agrees to perform the financial advisory services stated in the
following provisions of this Section I; and for having rendered such services, the Issuer agrees to pay to SPFI the
compensation as provided in Section IV hereof.
1. Financial Planning . Provide financial planning services related to the Project.
2. Debt Elements. Provide recommendations regarding Debt under consideration for the Project, including
such elements as timing, structure, security provisions, and such other provisions as may be appropriate.
3. Method of Sale. Make a recommendation as to an appropriate method of sale, including but not limited to
competitive sale, negotiated sale or private/limited offering.
1
EXHIBIT
tIAtI
4. Price Fairness. Advise the Issuer as to the fairness of the price offered by the underwriters, as necessary.
5. Offering Documents. Participate in and direct, as appropriate, the preparation of the offering documents
and/or assist bond counsel with same.
6. Auditors. Coordinate verification by an independent auditor of any calculations incident to the Debt, as
required.
7. Printing. Coordinate all work incident to printing of the offering documents and other documents required
by Issuer.
8. Closing. Provide the Issuer a post sale/closing booklet or update for the Debt and other outstanding debt, as
needed.
SECTION II
TERM OF AGREEMENT
This Agreement shall become effective as of the date executed by the Issuer as set forth on the signature
page hereof and, unless terminated by either party pursuant to Section II of this Agreement, shall remain in effect
thereafter for a period of two (1) years from such date.
SECTION III
TERMINATION
This Agreement may be terminated with or without cause by the Issuer or SPFI upon the giving of at least
thirty (30) days' prior written notice to the other party of its intention to terminate. In the event of such termination,
it is understood and agreed that only the amounts due SPFI 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.
SECTION IV
COMPENSATION AND EXPENSE REIMBURSEMENT
The fees due to SPFI for the services set forth and described in Section I of this Agreement with respect to
each issuance of Debt related to the Project during the term of this Agreement shall be calculated in accordance with
the schedule set forth on Appendix A attached hereto. Unless specifically provided otherwise on Appendix A or in a
separate written agreement between Issuer and SPFI, such fees, together with any other fees as may have been
mutually agreed upon and all expenses for which SPFI is entitled to reimbursement, shall become due and payable
concurrently with the delivery of the Debt to the purchaser.
SECTION V
MISCELLANEOUS
1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the
State of Texas. Proper venue for any legal action arising out of this Agreement shall be Williamson County,
Texas.
2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Issuer
and SPFI, their respective heirs, executors, personal representatives, successors and assigns; provided
however, neither party hereto may assign or transfer any of its rights or obligations hereunder without the
prior written consent of the other party.
3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights
herein granted and obligations herein assumed. Any oral or written representations or modifications
concerning this Agreement shall be of no force or effect except for a subsequent modification in writing
signed by all parties hereto.
Specialized Public Finance, Inc.
By:
Managing Director
By:
Managing Director
CITY OF ROUND ROCK, TEXAS
By:
Title:
Date:
ATTEST:
Title
Fee Schedule:
Base fee — Any Issue
Plus $12.50 per $1,000 up to
Plus $11.50 per $1,000 next
Plus $ 7.00 per $1,000 next
Plus $ 4.65 per $1,000 next
Plus $ 2.75 per $1,000 next
Plus $ 2.50 per $1,000 next
Plus $ 1.95 per $1,000 next
Plus $ 1.35 per $1,000 next
Plus $ 1.30 per $1,000 next
Plus $ 1.25 per $1,000 over
APPENDIX A
$3,000
$ 250,000 or a total of $ 6,125
$ 250,000 or a total of $ 9,000
$ 500,000 or a total of $ 12,500
$ 1,500,000 or a total of $ 19,475
$ 2,500,000 or a total of $ 26,350
$ 5,000,000 or a total of $ 38,850
$10,000,000 or a total of $ 58,350
$10,000,000 ora total of $ 71,850
$20,000,000 or a total of $ 97,850
$50,000,000 Bonds
for $ 250,000 Bonds
for $ 500,000 Bonds
for $ 1,000,000 Bonds
for $ 2,500,000 Bonds
for $ 5,000,000 Bonds
for $10,000,000 Bonds
for $20,000,000 Bonds
for $30,000,000 Bonds
for $50,000,000 Bonds
The above charges shall be multiplied by 1.25 times for the completion of an application to a federal or state
government agency or for the issuance of revenue bonds or refunding bonds, reflecting the additional services
required.
The charges for ancillary services, including computer structuring and official statement printing, shall be levied
only for those services which are reasonably necessary in completing the transaction and which are reasonable in
amount, unless such charges were incurred at the specified direction of the Issuer.
The payment of charges for financial advisory services in Section I of the foregoing Agreement shall be contingent
upon the delivery of bonds and shall be due at the time that bonds are delivered.
The Issuer shall be responsible for the following expenses, if and when applicable:
Bond counsel
Bond ratings
Computer structuring
Credit enhancement
Verification agent
Official statement preparation
Official statement printing
Paying agent/registrar/trustee
Travel related expenses related to ratings or credit enhancement, with prior approval
Underwriter and underwriters' counsel
Delivery, copy, conference call charges and other miscellaneous charges
The payment of reimbursable expenses that SPFI has assumed on behalf of the Issuer shall NOT be contingent upon
the delivery of bonds and shall be due at the time that services are rendered and payable upon receipt of an invoice
therefor submitted by SPFI.
DEC -01-2008 MON 09:27 AN FIRST SOUTHWEST COMPANY FAX NO. 1 512 481 2010 P. 02
NOV-26-2000 05:52P FROM:KIMSALL 5123430563 TO:4812010 P.1'1
November 25, 2008
Mr. Jamas Nuse
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Re: Agreement between First Southwest Company and Specialized Public Finance Inc.
Dear Jim,
This letter Is to confirm that First Southwest Company (FSC) and Specialized Public
Finance Inc. ($PPI) have agreed to work jointly as co financial advisors to the City of
Round Rock. We are in the process of formalizing an agreement as we have done for
another client. This agreement will cover the Brushy Creek Regional Utility Authority and
the City's Water and Wastewater Project as well as any other project requested by the
City. You should feel free to contact either of us for questions or any other information
you require.
FSC and SPFI agree to work seamlessly and cooperatively with you and help you
achieve financial Gose on the above projects.
Sincerely,
First Southwest Company
Bv:
Specialized Public Finance Inc.
Bytnf-et,
DATE: December 11, 2008
SUBJECT: City Council Meeting — December 18, 2008
ITEM: 7C1. Consider a resolution authorizing the Mayor to execute an agreement
with Structured Public Finance Inc. for financial advisory services
associated with the regional wastewater system.
Department:
Staff Person:
Justification:
Finance
Cindy Demers, Assistant City Manager
This agreement authorizes Structured Public Finance, Inc. (SPFI) to serve as the City's financial
advisor for the City's participation in the regional wastewater system negotiations. Financial
advisory services.will include items such as financial planning, recommending debt structure,
managing the bond issuance process and providing market timing advice associated with
issuing debt for the wastewater system. The fee structure is the same as the current fee
structure with First Southwest.
Funding:
Cost: Fees are charged when bonds are issued
Source of funds: Bond proceeds
Outside Resources: Garry Kimball, Managing Director, Structured Public Finance, Inc.
Background Information:
The City has maintained a financial advisory relationship with First Southwest for several years.
However, in November, the City's primary financial advisor resigned from First Southwest and
created a new firm Structured Public Finance, Inc. (SPFI). City staff asked both First Southwest
and SPFI to develop a mutually acceptable arrangement between the two parties for critical
ongoing City projects needing immediate financial advisory assistance. A copy of the letter
between the two firms is attached.
This agreement will allow City staff to continue to work with Garry Kimball on the City's
negotiations with the LCRA regarding the repurchase of the regional wastewater system.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
FINANCIAL ADVISORY SERVICES AGREEMENT
This Financial Advisory Services Agreement (the "Agreement") is made and entered into by and between
the City of Round Rock, Texas ("Issuer") and Specialized Public Finance Inc. ("SPFI") effective as of the date
executed by the Issuer as set forth on the signature page hereof.
WITNESSETH:
WHEREAS, the Issuer expects to purchase and finance a share of the Brushy Creek Wastewater System
(the "Project") from the Lower Colorado River Authority and/or the Brazos River Authority, as the case may be,
and, in connection with the authorization, sale, issuance and delivery of any related and required indebtedness,
Issuer desires to retain an independent financial advisor; and
WHEREAS, the Issuer desires to obtain the professional services of SPFI to advise the Issuer regarding the
issuance and sale of certain evidences of indebtedness or debt obligations that may be authorized and issued or
otherwise created or assumed by the Issuer (hereafter referred to collectively as "Debt") in connection with the
Project during the period in which this Agreement shall be effective; and
WHEREAS, SPFI is willing to provide its professional services and its facilities as financial advisor in
connection with the Project as may be considered and authorized by Issuer during the period in which this
Agreement shall be effective.
NOW, THEREFORE, the Issuer and SPFI, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, do hereby agree as follows:
SECTION I
DESCRIPTION OF SERVICES
Upon the request of the Issuer, SPFI agrees to perform the financial advisory services stated in the
following provisions of this Section I; and for having rendered such services, the Issuer agrees to pay to SPFI the
compensation as provided in Section IV hereof.
1. Financial Planning . Provide financial planning services related to the Project.
2. Debt Elements. Provide recommendations regarding Debt under consideration for the Project, including
such elements as timing, structure, security provisions, and such other provisions as may be appropriate.
3. Method of Sale. Make a recommendation as to an appropriate method of sale, including but not limited to
competitive sale, negotiated sale or private/limited offering.
t g 1-4-1
4. Price Fairness. Advise the Issuer as to the fairness of the price offered by the underwriters, as necessary.
5. Offering Documents. Participate in and direct, as appropriate, the preparation of the offering documents
and/or assist bond counsel with same.
6. Auditors. Coordinate verification by an independent auditor of any calculations incident to the Debt, as
required.
7. Printing. Coordinate all work incident to printing of the offering documents and other documents required
by Issuer.
8. Closing. Provide the Issuer a post sale/closing booklet or update for the Debt and other outstanding debt, as
needed.
SECTION II
TERM OF AGREEMENT
This Agreement shall become effective as of the date executed by the Issuer as set forth on the signature
page hereof and, unless terminated by either party pursuant to Section II of this Agreement, shall remain in effect
thereafter for a period of two (2) years from such date.
SECTION III
TERMINATION
This Agreement may be terminated with or without cause by the Issuer or SPFI upon the giving of at least
thirty (30) days' prior written notice to the other party of its intention to terminate. In the event of such termination,
it is understood and agreed that only the amounts due SPFI 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.
SECTION IV
COMPENSATION AND EXPENSE REIMBURSEMENT
The fees due to SPFI for the services set forth and described in Section 1 of this Agreement with respect to
each issuance of Debt related to the Project during the term of this Agreement shall be calculated in accordance with
the schedule set forth on Appendix A attached hereto. Unless specifically provided otherwise on Appendix A or in a
separate written agreement between Issuer and SPFI, such fees, together with any other fees as may have been
mutually agreed upon and all expenses for which SPFI is entitled to reimbursement, shall become due and payable
concurrently with the delivery of the Debt to the purchaser.
SECTION V
MISCELLANEOUS
L Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the
State of Texas. Proper venue for any legal action arising out of this Agreement shall be Williamson County,
Texas.
2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Issuer
and SPFI, their respective heirs, executors, personal representatives, successors and assigns; provided
however, neither party hereto may assign or transfer any of its rights or obligations hereunder without the
prior written consent of the other party.
3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights
herein granted and obligations herein assumed. Any oral or written representations or modifications
concerning this Agreement shall be of no force or effect except for a subsequent modification in writing
signed by all parties hereto.
Specialized Public Finance, Inc.
By:
By:
Managing Dylrector
Managing Director
CITY OF ROUND/�ROCK,4Z. TEXAS
By: ' • l
Title: I`/taY°Y
Date: I2-• I0•Of)
ATTEST:
3t L. 141(e
Title &HI Y e �^
Fee Schedule:
Base fee — Any Issue
Plus $12.50 per $1,000 up to
Plus $11.50 per $1,000 next
Plus $ 7.00 per $1,000 next
Plus $ 4.65 per $1,000 next
Plus $ 2.75 per $1,000 next
Plus $ 2.50 per $1,000 next
Plus $ 1.95 per $1,000 next
Plus $ 1.35 per $1,000 next
Plus $ 1.30 per $1,000 next
Plus $ 1.25 per $1,000 over
APPENDIX A
$3,000
$ 250,000 or a total of $ 6,125
$ 250,000 or a total of $ 9,000
$ 500,000 or a total of $ 12,500
$ 1,500,000 ora total of $ 19,475
$ 2,500,000 or a total of $ 26,350
$ 5,000,000 or a total of $ 38,850
$10,000,000 ora total of $ 58,350
$10,000,000 or a total of $ 71,850
$20,000,000 or a total of $ 97,850
$50,000,000 Bonds
for $ 250,000 Bonds
for $ 500,000 Bonds
for $ 1,000,000 Bonds
for $ 2,500,000 Bonds
for $ 5,000,000 Bonds
for $10,000,000 Bonds
for $20,000,000 Bonds
for $30,000,000 Bonds
for $50,000,000 Bonds
The above charges shall be multiplied by 1.25 times for the completion of an application to a federal or state
government agency or for the issuance of revenue bonds or refunding bonds, reflecting the additional services
required.
The charges for ancillary services, including computer structuring and official statement printing, shall be levied
only for those services which are reasonably necessary in completing the transaction and which are reasonable in
amount, unless such charges were incurred at the specified direction of the Issuer.
The payment of charges for financial advisory services in Section 1 of the foregoing Agreement shall be contingent
upon the delivery of bonds and shall be due at the time that bonds are delivered.
The Issuer shall be responsible for the following expenses, if and when applicable:
Bond counsel
Bond ratings .
•
Computer structuring a r
Credit enhancement
Verification agent ,',; ,i ..•
f
Official statement preparation .‘ ; y.
Official statement printing
Paying agent/registrar/trustee
Travel related expenses related to ratings or credit enhancement, with prior approval
Underwriter and underwriters' counsel
Delivery, copy, conference call charges and other miscellaneous charges
•
The payment of reimbursable expenses that SPFI has assumed on behalf of the 1siuer'4111VQ74t'orItioigint upon
the delivery of bonds and shall be due at the time that services are rendered and payable upon receipt of an invoice
therefor submitted by SPFI.