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R-82-447 - 5/13/1982 RESOLUTION NO. WHEREAS, the City Council is contemplating the issuance of an undetermined amount of Bonds and/or Certificates of Obligation, and WHEREAS, in connection of the issuance Of the bonds the City will require certain professional services and financial advice, and WHEREAS, First Southwest Company has submitted a proposed Financial Advisor Contract for review by the City Council, and WHEREAS, the City Council desires to enter into the Financial Advisor Contract with First Southwest Company, 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 a Financial Advisor Contract with First Southwest Company, a copy of said contract being attached hereto and incorporated herein for all purposes. RESOLVED this 13th day of May 82. I RY L. TONN, Mayor City of Round Rock, Texas ATTEST: (Iu7m�j Y191ma' JO NNE LAND, City Secretary FIRST Ool tha8 eO uoMPAxy iNV89TMHNS HANXHRN AU6]TN,TElt4FUTBT 01 7-23-82 Joanne -- Enclosed is your copy of our financial advisory contract which needs to be retained in your files. Please note that the enclosed copy is not sealed and needs to be. I appreciate your forwarding these contracts to me and as you said, "Better late than never". With kindest, personal regards, Bill FINANCIAL ADVISORY CONTRACT IM .Form C-1 Revised.Standard Form o Agreement between Political Subdivision and Financial Advisor Covering Issuance of Securities.Form approved by the Municipal Advisory Council for Use of Members Only.) Date May 3, 1982 To: Mayor and Members of the City Council City of Round Rock Round Rock, Texas Gentlemen: 1. We understand that you are contemplating the issuance of securities of the kinds,in the amounts, and for the purposes indicated as follows: An undetermined amount of Bonds or Certificates or Obligation and that in connection with the issuance of these securities you desire this proposal from us to perform professional services in the capacity of Financial Advisor for the City (hereinafter called"Issuer"). 2. By this proposal we offer our professional services and our facilities as Financial Advisor for the issuance and sale of the above-described securities,and in that capacity we agree to perform the following duties,and to perform such other duties,as,in our judgment,may be necessary or advisable: a. We will make a survey of the financial resources of the Issuer to determine the extent of its borrowing capacity.This survey will include an analysis of the existing debt structure as com- pared to existing and projected 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 of the Issuer,the Issuer's 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 ques- tion,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 7of the improve- ments 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 recommenda- tions as to the date of issue,interest payment dates,schedule of principal maturities,options cf prior payment,and any other necessary additional security provisions designed to make the is- sue more 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 advan- tageous to Issuer,and at the lowest interest cost consistent with all other considerations. c. We will advise you of current bond market conditions,forthcoming bond issues,and other gen- eral information and economic data which might normally be expected to influence the interest rates or bidding conditions,so that the date for the sale of the securities can be set a time, which,in our opinion,will be favorable. d. If it is necessary to hold an election to authorize the securities,we will,under the direction of the bond attorneys,assist in coordinating the assembly and transmittal to the bond attorneys of such data as may be required for the preparation of the necessary petitions,orders,resolutions, notices and certificates in connection with the election. e. We will coordinate the preparation and submission of the Official Notice of Sale, the Official Statement or Offering 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,a copy of which list shall be submitted to you upon request. We will also supply sufficient copies of the Official Statement or Offering Statement to the purchaser of the securities in accordance with the terms of the Notice of Sale. f. We will make recommendations to the Issuer on the matter of bond rating(s) 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(ies). In those cases where the advisa- bility of personal presentation of information to the bond rating agencies may be indicate,'.-ve will arrange for such personal presentation. g. If the securities are to be sold at public sale we will disseminate information to prospective bid- ders,we will organize such information meetings as in our judgment may be necessary,and will work with prospective bidders to assist them in timely submitting proper bids. We will assist you at the bond sale for the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where indicated,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 rejec- tion of such bid.As soon as a bid for the bonds shall be accepted by you,we will proceed to co- ordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as expeditiously as possible.Should the bonds be eligible under Texas laws for purchase by the State Board of Education,the Financial Advisor will be responsible for the preparation of an Applica- tion for Purchase or Waiver and its timely submission to the Board.We shall assist you in the preparation or verification of final closing figures,and when requested,will provide suggestions on a program of temporary investment of bond proceeds,in consultation with the Issuer's archi- tect or consulting engineer,consistent with the construction timetable for the project. h. We will act as your agent in arranging for the printing of the securities,and will submit same for execution and impression of seal,and 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 the Issuer until they are sold and de- livered to the purchaser. After closing we will deliver to you and your paying agent(s) definitive debt records, including a schedule of annual debt service requirements on the obligations being delivered to the purchaser. 3. We agree to direct and coordinate the entire program of financing herein contemplated.In that con- nection we understand that you have retained or expect to retain -BOX-ton, Dallas, Texas ------,a firm of recognized municipal bond attorneys, who will prepare the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an opinion approving their legality.We will maintain liason with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the preparation of appropriate legal proceedings and docu- ments. Where the issuance and sale of the securities,and construction of the project in question, requires the approval of any state or governmental agency,we shall assist you in the preparation of all financial information required for inclusion in applications for such approval, and when requested by you, shall appear on your behalf to provide appropriate testimony at public hearings before state and other govern- mental commissions and boards.We will also be available to participate with you in any preliminary con- ferences with the staffs of any state or governmental agencies involved,and we will,for qualified proj- ects, coordinate the preparation of financial assistance applications required for state involvement. 4. In consideration for the services rendered by us in connection with the issuance and sale of the above-described securities it is understood and agreed that our fee will be as follows: See attached fee schedule.. In consideration of the above fee we will assume and be responsible for the following expenses: 1. Bond election supplies 2. Printing costs of documents required in publicizing the offering of bonds. 3. Postage and mailing expense. 4. Cost of printing bonds. 5. Shipping and registration costs of bonds. 6. Fees of municipal bond attorneys. 7. Travel and communication expenses of financial advisor. —2— Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of J the securities to the purchaser. 6. In the event any bond election be necessary,if such election shall fail, the fee due us shall be —�— ;however,should the same or similar propositions again be submitted to election held within F n months from date hereof,then at our option the agreement covered by this proposal shall apply to any such securities. 6. It is further understood and agreed that we reserve the right to submit a bid for the securities when offered for sale. 7. This agreement shall be terminated by the delivery to the purchaser of all the securities covered hereby,whether delivered all at one time,or in installments. 8. Special Conditions. In addition to the terms and obligations herein contained, this proposal and agreement is subject to the following special conditions: Financial-.Advisor reserves the right .to bid on the Bonds or Certificates of Obligation. Any other Special Conditions will be mutually agreed upon by the parties. 9. This proposal is submitted in duplicate originals.When accepted by Issuer it will constitute the entire agreement between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us: Respectfully submitted, Firm: FIRST SOUTHW COMPANY By rized Representative ACCEPTANCE ACCEPTED pursuant to Resolution adopted by the City Council of Round Rock, Texas on this 1 2 7/f/f Of 19$Z . Title Mavor ATTEST: Quev� Tit Secretary (SEAL) M.A.C.Form C-1 Rev.kpf—be,,1976 FIIis-r GaaVW.16j COMPANY RECOMMENDED FINANCIAL ADVISORY FEE SCHEDULE FOR "TURN-KEY" CONTRACTS - Effective September 1, 1976 - Base Fee - Any Issue $ 3,000 Plus $12.50 per $1,000 up to $ 250,000 or a total of $. 6,125 for $ 250,000 Bonds Plus 11.50 per $1,000 Next 250,000 or a total of 9,000 for 500,000 Bonds Plus 7.00 per $1,000 next 500,000 or a total of 12,500 for 1,000,000 Bonds Plus 4.65 per $1,000 next 1,500,000 or a total of 19,475 for 2,500,000 Bonds Plus 2.75 per $1,000 next 2,500,000 or a total of 26,350 for 5,000,000 Bonds Plus '2.50 per $1,OOO,next 5,000,000 or a total of 38,850 for 10,000,000 Bonds Plus 1.95 per $1,000 next 10,000,000 or a total of 58,350 for 20,000,000 Bonds Plus 1.35 per $1,000 next 10,000,000 or a total of 71,850 for 30,000,000 Bonds Plus 1.30 per $1,000 next 20,000,000 or a total of 97,850 for 50,000,000 Bonds Plus 1.25 per $1,000 over 50,000,000 Selected Sample Fees $ 50,000 $ 3,625.00 100,000 42250.00 250,000 6,125.00 500,000 9,000.00 750,000 10,750.00 1,000,000 12,500.00 2,500,000 19,475.00 5,000,000 26,350.00 10,000,000 38,850.00 25,000;000 65,100.00 50,000,000 97,850.00 100,000,000 160,350.00 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. 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