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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