HomeMy WebLinkAbout8498RESOLUTION NO. 8498
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND JAMES
CAPITAL ADVISORS, INC., FINANCIAL ADVISOR SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO,
COLORADO, that:
SECTION 1:
The agreement between the City of Pueblo, a Municipal Corporation, and James
Capital Advisors, Inc. for the rendering of Financial Advisory Services to the City of
Pueblo, dated August 24, 1998, a copy of which is attached hereto, having been
approved as to form by the City Attorney, is hereby approved.
SECTION 2:
The President of the City Council is hereby authorized to execute same for and
on behalf of the City and the City Clerk is authorized and directed to attest same and
affix the Seal of the City thereto.
INTRODUCED August 24 , 1998
BY Al Gurule
Cou
APPROVED e�' X464��
President obt ou it
ATTEST:
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
THIS AGREEMENT is made and entered into as of August 24, 1998, by and between
Pueblo, a municipal corporation ( "City ") and James Capital Advisors, Inc. (hereinafter
"Consultant ").
WITNESSETH:
WHEREAS, City requires ongoing financial advisory services in connection with the sale
of its Municipal Securities ( "Services "), and
WHEREAS, Consultant has held itself out to City as having the requisite expertise and
experience to perform these Services.
NOW, THEREFORE, for and in consideration of the foregoing and mutual covenants
contained herein, City and Consultant agree as follows:
I. DEFINITIONS
As used herein the following terms shall have the following meaning unless the context
clearly indicates otherwise:
1. "Municipal Securities" means and includes general or limited tax obligation bonds,
revenue bonds, special assessment bonds, certificates of participation, lease - purchase financing,
anticipation financing, tax increment financing and/or any refunding of any such bonds or financing.
II. SCOPE OF SERVICES
Consultant will provide the following financial advisory services to or on behalf of City in
connection with the issuance and sale of City's Municipal Securities:
1. Evaluate and recommend a method of sale which is based on an analysis of financial,
market, transaction - specific and issuer related factors, whether through negotiation, competitive
bidding or private placement.
2. Advise the City concerning market trends and interest rates.
3. Recommend transaction structure and sale terms.
4. If a negotiated sale is selected, advise the City concerning the number and
qualifications of the managing underwriters and their compensation level, market trends, and interest
rates proposed by the managing underwriters at the point of entry to the market.
5. If a competitive sale is selected, assist in the preparation of bids, formation of bidding
syndicates, and review of the bids received.
6. Recommend timing of issuance of bonds, including the advisability of interim
financing.
7. Assist in preparation of the Preliminary and Final Official Statement to be used in
connection with any Municipal Securities offering.
8. Assist in the planning and conducting of rating agency and/or insurance agency
presentations and applications.
9. Prepare post -sale analysis describing the results of the sale in comparison with other
financings in the market.
10. Assist the City to assure compliance with the requirements of the Securities and
Exchange Commission Rule 15c2 -12 for the issuance and sale of any City Municipal Securities
where Consultant serves as financial advisor.
11. Attend meetings to present recommendations and analysis and otherwise participate
in the financings to assure that the structure, purpose, terms and costs of the issue are consistent with
the City's best interests and industry practices.
The Consultant may also be requested to assist in the following matters:
1. Prepare written or oral analysis of unsolicited proposals from investment bankers.
2. Review and analyze implications for the City of proposed changes to federal, state
and local tax and finance laws.
3. Prepare brief financial studies and reports relating to potential financings, outstanding
financings or funding alternatives for new projects.
4. Identify and recommend refunding opportunities.
5. Assist the City in obtaining Certificates of Participation and other lease - purchase
financing.
6. Assist in financial presentations to local investment bankers and other interested
parties.
7. Provide other financial advice to the City which is not directly related to a specific
project financing.
-2-
The Consultant has the responsibility to advise City with respect to any actual or potential
problems that the Consultant may identify during its performance of the Services and provide
recommendations regarding their solutions.
III. CITY OBLIGATIONS /CONFIDENTIALITY
City shall provide Consultant with reports and such other data as may be available to City
and reasonably required by Consultant to perform the Services. No information provided by City
to Consultant in connection with the Services shall be disclosed by Consultant to third parties
without written consent of City or pursuant to a lawful Court Order directing such disclosure. All
documents provided by City to Consultant shall be returned to City. Consultant is authorized by
City to retain copies of such data and materials at Consultant's expense.
IV. OWNERSHIP OF WORK PRODUCT
Upon payment to Consultant pursuant to this Agreement, all work, data, reports, computer
programs (nonproprietary), computer input and output, analyses, tests, or any other materials
developed for this Agreement, are and shall be the sole and exclusive property of City. However,
any reuse of the documents by City without prior written authorization by Consultant other than for
the specific intended purpose of this Agreement will be at City's sole risk.
V. COMPENSATION
Consultant will only perform Services pursuant to the written request of the City's Director
of Finance. For satisfactory performance of such Services, Consultant shall be compensated as
follows:
1. For Services not related to the issuance of the Municipal Security, an hourly fee to
be negotiated, but not more than $100.00 per hour.
2. For Services related to the issuance and sale of a Municipal Security, a transaction
fee to be negotiated, but not more than $1.00 per thousand with a minimum of $4,000.00 and a
maximum of $16,000.00.
To the extent out -of -state travel is required, for example, to visit rating agencies, insurers,
or investors, Consultant will seek reimbursement for such travel. All travel expenses will be pre -
approved by the City. No additional charge shall be made by Consultant for any other expenses.
City will be responsible for those expenses (other than Consultant's) associated with the issuance and
sale of its Municipal Securities, including, but not limited to, legal, engineering, printing,
publication, mailing, travel, bond ratings, insurance premium, and election, if applicable.
-3-
VI. COMMENCEMENT OF SERVICE
Consultant will start performing Services immediately upon execution of this Agreement by
City.
VII. AMENDMENTS
This Agreement may be amended upon the mutual agreement of City and Consultant,
provided that no agent, employees, or representative of the City other than the City Manager shall
have the authority to enter into any amendments to this Agreement.
VIII. PROFESSIONAL RESPONSIBILITY
Consultant hereby represents and warrants that it is qualified to assume the responsibilities
and render the Services described herein and has all requisite corporate authority and professional
licenses in good standing, required by law.
The Services performed by Consultant shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other practicing
professional firms in the same or similar type of Services in the State of Colorado.
IX. COMPLIANCE WITH LAW
The Services to be performed by Consultant hereunder shall be done in compliance with
applicable laws, ordinances, rules and regulations.
X. NON - ASSIGNABILITY
Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be
assigned by either party.
XI. TERM AND TERMINATION
This Agreement shall be in effect for a term of three (3) years from the date of signing. City
shall have the right to terminate this Agreement, without cause, liability or penalty at any time, by
specifying the date of termination in written notice to Consultant at least sixty (60) days before the
termination date, provided, however, that if this Agreement is terminated for reasons other than that
the Consultant has materially breached this Agreement, City shall pay Consultant reasonable fees
for all Services previously authorized by City and satisfactorily completed by Consultant prior to
the date of termination.
-4-
XII. VENUE
This Agreement shall be governed by the laws of the State of Colorado, and any legal action
concerning the provisions hereof shall be brought in the County of Pueblo, State of Colorado.
XIII. INDEPENDENT CONTRACTOR
Consultant is an independent contractor. Notwithstanding any provision appearing in this
Agreement, all personnel assigned by Consultant to perform Services under the terms of this
Agreement shall be, and remain at all times, employees or agent of Consultant for all purposes.
Consultant shall make no representation that it is the employee of City for any purposes.
XIV. NO WAIVER
Delays in enforcement or the waiver of any one or more defaults or breaches of this
Agreement by City shall not constitute a waiver of any of the other terms or obligations of this
Agreement.
XV. LIMITATIONS
Nothing herein contained shall impose or be construed to impose upon City any obligation
to issue, offer or sell Municipal Securities, or to offer and sell Municipal Securities through public
sale, private or negotiated sale, or private placement. All such decisions are reserved to the City.
XVI. NOTICE
Any written notice or communication between City and Consultant which may be required,
or which may be given, under the terms of this Agreement shall be deemed to have been sufficiently
given when directly presented or sent pre -paid, first class United States Mail, addressed as follows:
City: Consultant:
City of Pueblo James Capital Advisors, Inc.
Attention: Director of Finance Attention: James Manire, President
1 City Hall Place 8101 E. Bellview Avenue, Suite A60 -502
Pueblo, Colorado 81003 Denver, Colorado 80237
XVII. MISCELLANEOUS
1. This Agreement integrates and constitutes the entire understanding and agreement
of the parties, whether oral or written, with respect to the subject matter hereof.
2. This Agreement shall be binding upon and inure to the benefit of the parties and their
-5-
respective successors.
3. The person executing this Agreement on behalf of Consultant represents and warrants
that such person and Consultant are authorized to execute and deliver this Agreement in the name
of Consultant and this Agreement constitutes the valid and legally binding obligation of Consultant
enforceable against Consultant in accordance with its terms.
5. City's financial obligations under this Agreement for any fiscal year subsequent to
fiscal year 1998 are contingent upon funds for that purpose being appropriated, budgeted and
otherwise made available.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of the
day and year first above written.
PUEBLO,
AM CIPAL CORPORA ION
By V
President of e Ci y Council
Attest:
City C k
CONSULTANT:
CAPITAL AIFISORS, INC.
Secretary
Approved as to form:
7%� /<::)-
City Attorney
Irls