Loading...
HomeMy WebLinkAbout10387RESOLUTION NO. 10387 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND JAMES CAPITAL ADVISORS, INC., FINANCIAL ADVISORY SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, 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 April 25, 2005, 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 April 25, 2005 IM Councilperson APPROVED: III � Background Paper for Proposed RESOLUTION AGENDA ITEM# Iq DATE: APRIL 25, 2005 DEPARTMENT: FINANCE DEPARTMENT ROBERT F. HAIN, DIRECTOR OF FINANCE TITLE A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND JAMES CAPITAL ADVISORS, INC., FINANCIAL ADVISORY SERVICES. ISSUE Should City Council approve an agreement between the City and James Capital Advisors, Inc. for the purpose of rendering financial advisory services. RECOMMENDATION The Staff recommendation is, Approval of Resolution. BACKGROUND James Capital Advisors, Inc., through its principal James Manire has been providing financial advisory services to the City with respect to debt financing issues. This agreement renews and updates the August 24, 1998 agreement. FINANCIAL IMPACT The fees for these services are generally absorbed a part of the cost of debt issuance and are approved through the financing ordinances. Other work performed would need to be budgeted through departmental budgets. April 25, 2005 FINANCIAL ADVISORY SERVICES ENGAGEMENT James Capital Advisors Inc. (the "Financial Advisor") hereby submits this Agreement to serve as financial advisor to the City of Pueblo, Colorado, ( "the City ") with respect to the Services defined below. Acceptance of this agreement by both parties will define and formalize the tasks and scope of work that will be accomplished by the Financial Advisor. SERVICES The Financial Advisor's Services will include, but are not limited to, the following: 1. Develop the payment structure, including sizing and maturity schedules, for bonds, leases, loans, financing agreements or other securities (the "Securities ") which the City may issue or enter into from time to time during the term of this Agreement to finance the Projects defined below; 2. Advise the City on the appropriateness of various methods of sale for the Securities, including competitive sale, negotiated sale, or private placement; 3. Advise the City on market conditions which might be expected to influence interest rates and /or the ability to market the Securities; 4. Advise the City on the uses of, and coordinate the City's application for, ratings and /or insurance for the Securities; 5. In the event of a negotiated sale of the Securities, coordinate a selection process for underwriters, which may include at the direction of the City the development of a Request for Underwriting Proposals ( "RFP "), the distribution of the RFP to qualified underwriting candidates, and the evaluation of the content of the proposals received from the underwriting candidates. The Financial Advisor will assist the City in negotiating the terms of engagement for the selected underwriter. The Financial Advisor will also act on the City's behalf in negotiating with the underwriter the final terms of the Securities, including the interest rates for each maturity, early redemption features, and original issue discounts or premiums; 6. In the event of a competitive sale of the Securities, assist in the preparation of bids, arrange the bidding procedures, review bids received, and provide a liaison between the City and the senior managing underwriter; 7. Assist the City and its bond counsel in the preparation of the financing documents to be used in the issuance of the Securities; 8. Assist the City and its disclosure counsel in the preparation of the Preliminary and Final Official Statement to be used in offering the Securities; 9. Assist the City in selecting and arranging for other services to be delivered by qualified providers as needed in the issuance of the Securities, including financial printers, paying agents and registrars, trustee banks, and certified public accountants; 10. Participate in closing procedures for the Securities; 11. Undertake any other reasonably required actions at the direction of the City to plan for and secure the issuance and delivery of the Securities. THE PROJECTS The Projects are defined to specifically include the issuance of refunding bonds to refinance all or a part of the City's Series 1996 Limited Tax General Obligation Bonds (the "1996 Refunding Project "). The Projects will also include equipment or capital improvements which are to be financed by the City through the issuance of Securities during the term of this Agreement, including the refinancing or defeasance of the City's outstanding Securities. COMPENSATION Upon the closing of the 1996 Refunding Project, the City will pay the Financial Advisor a transaction fee of $13,650 to be paid from refunding bond proceeds and will be treated as a cost of issuance. Upon closing of any other publicly- offered issue of Securities for which Financial Advisor acted as a financial advisor during the term of this Agreement, the City will pay the Financial Advisor a transaction fee to be mutually agreed upon in writing prior to performing any services with respect to such Securities. Transaction fees will be paid from Securities proceeds and will be treated as a cost of issuance. Subject to the prior written approval of the City, the Financial Advisor may submit reimbursement for out -of- pocket expenses for the costs of travel and overnight accommodations for any travel undertaken outside the State of Colorado. No additional charges shall be made by Financial Advisor for any other expenses. If requested by the City to provide services of a consulting nature not related to a specific financing ( "Consulting Services "), the Financial Advisor will be compensated for satisfactory performance of such Services at an hourly rate of $145. Consulting Services may include capital improvement planning, cash flow or other financial analysis, evaluation of unsolicited financing proposals, or other activities which the City directs the Financial Advisor in writing to pursue on its behalf. Billings for Consulting Services will be submitted monthly. CITY REPRESENTATIVES The City Manager will act as the City's representative in the administration of this agreement, or may designate a representative to act in this capacity. 1>i-4WIV, This Agreement shall be for an initial period concluding on December 31, 2006, and will be renewed annually thereafter until terminated by the City. This Agreement is subject to amendment at any time by a writing signed by both parties hereto. This Agreement is not an exclusive contract and the Financial Advisor acknowledges that he may not be the sole provider to the City of the Services described herein. This Agreement is not to be construed as a promise by the City to provide the Financial Advisor with any minimum level of work or compensation. The City may terminate this Agreement at any time, with or without cause, by giving the Financial Advisor thirty (30) days' written notice of termination. If this Agreement is terminated by the City without cause, the Financial Advisor shall be entitled to just and equitable compensation for any work completed in accordance with this Agreement before the termination date set forth in such notice of termination. Except in the case of non - payment by the City, the Financial Advisor shall not be entitled to terminate this agreement during its term. INDEPENDENT CONTRACTOR The relationship between City and Financial Advisor is purely contractual. Financial Advisor shall perform services under this Agreement in a professional and competent manner as an independent contractor and not as an agent or employee of City. Neither Financial Advisor nor any agent or employee of the Financial Advisor shall be or shall be deemed to be an agent or employee of the City. Financial Advisor shall have no authorization, express or implied, to bind the City to any agreements, liabilities or undertakings. Financial Advisor shall pay when due all required employment taxes and income tax on any monies paid by City pursuant to this Agreement. Financial Advisory acknowledges and agrees that the Financial Advisory and its employees are not entitled to workers' compensation or unemployment insurance benefits unless Financial Advisory provides such coverage. Financial Advisor shall provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. INDEMNIFICATION Financial Advisor shall be solely responsible for it and its employees' and officers' acts and conduct and shall indemnify, defend and save harmless City and its officers, agents and employees from and against any and all claims and liabilities caused by or arising, directly or indirectly, out of the negligent acts or omissions of Financial Advisor, its officers, agents or employees. This Agreement shall be governed by the laws of the state of Colorado and venue for any action under this Agreement shall be Pueblo County, Colorado. The court in any such action shall award the prevailing party its costs and expenses, including reasonable attorney fees. FUNDS AVAILABLE Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. REGULATORY COMPLIANCE Financial Advisor shall assist the City to assure compliance with the requirements of the Securities and Exchange Commission Rule 15(c) 2 -12 for the issuance and sale of any Security where Financial Advisor serves as the financial advisor. Financial Advisor shall comply with the disclosure and other requirements of Rule G -23 promulgated by the Municipal Securities Rulemaking Board. WORK PRODUCT All work, data, reports, nonproprietary computer programs, computer input and output, analysis, tests and other materials developed for this Agreement, are and shall be the sole and exclusive property of the City. However, any reuse of the materials by City without prior written authorization by Financial Advisor other than for the specific intended purpose of this Agreement will be at City's sole risk. MISCELLANEOUS Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party. This Agreement integrates and constitutes the entire understanding and agreement of the parties, whether oral or written, with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors. The person executing this Agreement on behalf of Financial Advisor represents and warrants that such person and Financial Advisor are authorized to execute and deliver this Agreement in the name of Financial Advisor and this Agreement constitutes the valid and legally binding obligation of the Financial Advisor enforceable against Financial Advisor in accordance with its terms and that Financial Advisor has all requisite professional licenses in good standing, required by law to perform the services hereunder. Any written notice between City and Financial Advisor which may be required, or which may be given, under the terms of this Agreement shall be deemed to have been sufficiently given when personally delivered or sent by certified mail, postage prepaid, addressed as follows: (a) if to City: City of Pueblo, Attention City Manager, 1 City Hall Place, Pueblo, Colorado, 81003; or (b) if to Financial Advisor: James Capital Advisors, Inc., 4950 S. Yosemite, Suite F2- 502, Greenwood Village, Colorado, 80111; or (c) to such other address as either party shall designate in written notice given to the other party pursuant to this paragraph. JAMES CAPITAL ADVISORS INC. James Manire President Accepted this 25 day of Apri 1 , 2005, by and for the City of Pueblo, Colorado. CITY OF PUEBLO, COLORADO Name and Title: 4 Robert D. Schillin , President of City Co icil