2010-007 RES APPROVING AND AUTHORIZING EXECUTION OF FINANCIAL ADVISORY CONTRACT WITH SW SECURITIES GROUP AS FINANCIAL ADVISOR FOR COPRESOLUTION NO. 2010-007
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A
FINANCIAL ADVISORY CONTRACT WITH SOUTHWEST SECURITIES
GROUP FOR PROFESSIONAL SERVICES IN THE CAPACITY OF
FIIVANCIAL ADVISOR FOR THE CITY OF PARIS; MAKING OTHER
FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Paris is in need of financial advisor services and
Southwest Securities Group, 1201 Elm Street, Suite 3500, Dallas, Texas 75270-2180,
has made a proposal for professional services for various types of debt obligations,
and with the authorization, issuance, sale and delivery of such obligations; and,
WHEREAS, is deemed to be in the best interest of the City of Paris that such
financial advisory contract with Southwest Securities Group, in the form of Exhibit A
attached hereto and made a part hereof, be approved;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PARIS THAT:
Section 1. The findings set out in the preamble to this resolution are
hereby in all things approved.
Section 2. The proposal of Southwest Securities Group for professional
services described in the Financial Advisory Contract attached hereto as Exhibit A be,
and the same is hereby accepted; and,
Section 3. The Mayor of the City of Paris be, and he is hereby authorized and
directed to execute on behalf of the City of Paris the Financial Advisory Contract in the
form of Exhibit A attached hereto.
Section 4. This resolution shall be effective immediately upon passage.
PASSED AND ADOPTED this 11th day of January, 2010.
ATTEST:
ice Ellis, City Clerk
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sse Jame Freelen, Mayor
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APPROVED AS TO FORM:
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W. Kent McIly , iry Attorney
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SWS
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G R 0 U P
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Buiiding what you value.
FINANCIAL ADVISORY CONTRACT
Honorable Mayor and City Council
City ofParis
c/o Kevin Carruth
135 First Street SE
Paris, Texas 75460
Ladies and Gentlemen:
1. We understand that you contemplate the authorization and issuance of various types of debt
obligations, including, but not limited to, general obligation bonds, certificates of obligation, revenue
bonds and tax notes in various amounts; and that in connection with the authorization, issuance, sale and
delivery of such obligations, you desire this proposal from us to perform professional services in the
capacity of Financial Advisor for your City.
2. By this proposal, we offer our professional services and our facilities as Financial Advisor
and agree to perform the following duties normally performed by such advisor and to perform such other
duties as, in our judgment may be necessary or advisable:
a. We will make a study of the debt structure of your City, the trend of the assessed valuation,
its taxing power and the present and estimated future 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 question, the study 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 of the improvements to be financed by
these securities in question; and on the basis of such studies, we will devise and recommend
for your approval, a plan of financing to cover the proposed obligations. Such plan shall
include a maturity schedule and other terms and conditions, such as option of prior payment
and the like, as will, in our opinion, result in the issuance of obligations under terms and
conditions most advantageous to your City, consistent with a minimum effective interest
rate.
b. We will assist you in obtaining competitive bids for services rendered from such other
parties associated with the issuance, sale and deliver}of the obligations
We understand that you have retained, or expect to retain McCall Parkhurst & Horton
L.L.P., a firm of recognized municipal bond attorneys, who will prepare the proceedings a7d
advise of the steps necessary to be taken in a bond election, if required, the legal issuance of
the obligations and final delivery of the obligations; and who will issue an opinion
approving the legality of the obligations. The fee of said firm is to be paid by the City. We
will maintain liaison with this firm of bond attorneys and shall assist in all the financial
advisory aspects involved in the preparation of appropriate legal proceedings and
documents.
EXHIBIT A-
Honorable Mayor and City Council
City of Paris
Page 2
d. If a bond election is required, we will assemble and transmit to the bond attorneys such data
as may be required in the preparation of the necessary petitions, orders, resolutions, notices
and bonds; and will assist your governing body in the expeditious handling thereof. We will
arrange for the delivery to such official as you may designate such sets of election supplies,
including ballots as are required for each polling place. The cost of such supplies is to be
paid by the City.
e. We will represent and assist the City in the preparation and submission of any application
for financial assistance to the Texas Water Development Board ("TWDB") as well as
representing you at the appropriate TWDB approval hearing(s). If the TWDB loan requires
the obligations to be delivered in installments versus the traditional single delivery, then our
fee will be increasecl by 20%.
£ We agree to assist in the preparation of an Official Statement or other offering document
containing official data and other information of the nature and to the extent ordinarily
required in bidding on obligations of this type, all of which we are to furnish in sufficient
copies to permit mailing to prospective bidders, a list of which we agree to provide. The
costs of printing and electronically posting/distributing such Official Statements and any
document duplication and delivery costsare to be paid by the City.
g. We will advise you of current bond market conditions, forthcoming securities issues and
other general information and economic data which might normally influence interest rates
or bidding conditions, so that the date for the sale of any obligations in the open market can
be set at a time which, in our opinion, will be favarable.
h. We agree to conduct and handle the sale and delivery of the obligations whether sold at
competitive or negotiated sale(including TWDB).
i. We will arrange for the printing of the obligations, if the City should choose not to issue
book-entry bonds, the cost for which is to be paid by the City.
3. We will consult with you on the matter of bond ratings for the proposed issues and, when so
instructed, will direct the preparation of such information as, in our opinion, is required for submission to
the bond rating agencies. In case it is considered advisable for a personal presentation of information to
the bond rating agencies, we will be available to accompany City representatives to Dallas, Texas or New
Yark, New York for such presentation. All costs of such presentation, including any fees or charges of the
rating agencies and the oDst of travel by ourrepresentative shall be at the City's expense.
4. If appropriate, we will direct the preparation of such information, as in our opinion, is
required for submission to the municipal bond insurance companies for consideration to qualify the
proposed issue for municipal bond insurance. The cost of such insurance is to be paid by the successful
purchaser of the proposed issue or directly by the City, as circumstances dictate.
5 We agree to direct and coordinate the entire program of financing herein contemplated and
to assume and pay our own travel, communication and out-of-pocket expenses. It is specifically
understood and agreed, however, that this obligation on our part shall not cover payment of any local
election expenses; nor shall it cover the cost of publication of notices in newspapers nor other publication
costs, the fees of the State of Texas Attorney General, nor the expenses of any litigation.
Honorable Mayor and City Council
City of Paris
Page 3
6. As consideration for the services rendered by us and as reimbursement for the expenses
which we are to incur, it is understood and agreed that your City is to pay, and we are to accept, a cash fee
for such professional services in accordance with the fee schedule set forth herein. Such fee shall become
due and payable simultaneous~ with delivery of the obligations to the purchaser
7 In the event this proposed financing is not consummated, then the fee due us shall be
nothing; however, should the same or similar proposition again be considered within twenty-four (24)
months from the date of your acceptance hereof, then, at our option, the agreement covered by this
proposal shall apply to any obligations authorized.
8. It is further understood and agreed that we reserve the right to submit a bid for any
obligations offeredat public competitive sale.
This agreement may be terminated by either party by giving 30 days written notice to the
other party.
10. This proposal is submitted in duplicate and, when accepted by you, it will constitute the
entire agreement between your City and the undersigned for the purposes and considerations herein
specified. Your acceptance will be indicated by the signature of your Mayor, attested by your City Secretary
on both copies, and the return of one executed copv to us.
Respectfully submitted,
SOUTHWEST SECURITIES,INC.
a4' '4 'L.
By: 00
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Dan A. Almon, Senior Vice President
ACCEPTANCE
ACCEPTED pursuant to resolution adopted by the Mayor and City Council of the City of Paris, Texas, on
this the day of 12009.
Mayor
ATTEST:
City Secretary
Honorable Mayor and City Council
City of Paris
Page 4
FEESCHEDULE
IF THE AMOUNT OF OBLIGATIONS DELIVERED TO PURCHASER IS:
AND NOT
MORE THAN
MORE THAN
MINIM
UM FEE
$ 100,000
$ 500,000
500,000
1,000,000
1,000,000
1,500,000
1,500,000
2,500,000
2,500,000
5,000,000
5,000,000
10,000,000
10,000,000
20,000,000
20,000,000
No Limit
THE FEE IS
$ 4,500
$ 4,500 plus $12.00 per $1,000 for all over$100,000
9,300 plus $6.00 per $1,000 for all over $500,000
12,300 plus $5.00 per $1,000 for all over $1,000,000
14,800 plus $4.00 per $1,000 for all over $1,500,000
18,800 plus $2.40 per $1,000 for all over $2,500,000
24,800 plus $2.10 per $1,000 for all over $5,000,000
35,300 plus $1.80 per $1,000 for all over $10,000,000
53,300 plus $1.40 per $1,000 for all over $20,000,000