2012-052 RES APPROVING PROPOSAL WITH SW SECURITIES FOR FINANCIAL ADVISORY SERVICES ASSOCIATED WITH CITY'S APPLICATION TO TX WATER DEVELOPMENT BOARD FOR DRINKING WATER STATE REVOLVING FUND LOANRESOLUTION N0. 2012-052
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS;
APPROVING A PROPOSAL WITH SOUTHWEST SECURITIES FOR
FINANCIAL ADVISORY SERVICES ASSOCIATED WITH CITY'S
APPLICATION TO THE TEXAS WATER DEVELOPMENT BOARD FOR A
DRINKING WATER STATE REVOLVING FUND LOAN; MAKING OTHER
FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Paris is preparing an application to the Texas Water
Development Board for a Drinking Water State Revolving Fund Loan in the amount of
$3,400,000.00 to fund 15 City water line replacement projects designated on the City's
Capital Improvement Project list; and
WHEREAS, the Texas Water Development Board and other State Law requires the
City to hire Financial Advisory Services to advise City and TWDB on preparation and
approval of the certificates of obligations to fund the water line replacement projects for
the City; and,
WHEREAS, Southwest Securities has submitted a Proposal for Professional Services
in the amount of $19,748.00 to assist City with loan approval process and issuance of debt
obligations for Water Line Replacement Project, a copy of which is attached hereto as
Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the City Council of the City of Paris, Texas hereby accepts the
Proposal for Professional Financial Advisory Services from Southwest Securities to assist
the City with the TWDB loan approval process and issuance of debt obligations a copy of
which is attached hereto as Exhibit "A".
Section 3. That the City Manager is authorized to negotiate and execute all
documents necessary to accept the Proposal for Financial Advisory Services and with
Southwest Securities and all other documents related to the TWDB Drinking Water State
Revolving Fund Loan.
Section 4. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 14th day of May, 2012.
ATTEST:
. ~
gilce Ellis, City Clerk
APPROVED AS TO FORM:
~0;6S4~~_
W. Kent Mcllyar, City Attorney
SQUTHWEST SECUR'.ITIES
STATEMENT OF QUALIFICATIONS
FOR
FINA1'`TCIAL Ar.DVISQRY SERVICES
FU~
~ITY OF P'ARIS, TEXAS
Aprii 19, 2012
Prepared by
Dan Almon
and
Mark McLiney
sw ~ ,
GROUP
Building what you value.
Exk64 i,~),
CITY OF PARIS, TEXAS
STATEMENT OF QUALIFICATIONS
FOR PROVIDERS OF PROFESSIONAL SERVICES
1. GENERAL INFORMATION
Firm Name: Southwest Securities ta division of SWS Groun)
Service(s) Provided: Financial Advisor (See Attached Scoae of Services)
Address: 1201 EIm Street. Suite 3500
City: Dallas State: Texas Zip: 75270
Contact Person(s) -(limited to two persons per firm)
Name: Daa AI Almon (See Attached Biographies)
Title: Senior Vice President
Telephone: 214-859-9452
Fax: 214-859-9475
Intemet Address: dalmon().swst.com
License # (if applicable): N/A
Name: Mark M. McLinev (See Attached Biosranhies)
Title: Senior Vice President
Telephone: 210-226-8677
Fax: 210-226-8299
Intemet Address: mmclinevna,swst.com
License # (if applicable): N/A
~~RVfCES PROVIDED A~S PART STA~~~~~
~INANC(AL ADViSCZRY CONTR4CT
Southwest Securities provides the most comprehensive scope of services as financial advisors to Texas cities. As
discussed throughout this document, the services include a high level of experience and expertise on the financings.
Listed below is a buflet point summary of reoccurring services we provide to ensure the success of the financing
program.
* Review Financial Goals of the City
o Prepare Tax Rate Impact Analysis
* Prepare Revenue Coverage Analysis
* Analyze Debt Structure Alternatives
I Analyze Debt Capacity
~ Analyze Valuation Parameters
~ Discuss Financing Alternatives
1* Provide Interest Rate Market Analysis
6 Prepare a Plan of Finance
Q Consult on Sale Timing
s Consult on Call Provisions
c Select the Most Qualified Service Providers (bond counsel, printer, etc.)
~ Negotiate Best Fees for the City
c Prepare the Notice of Sale and
el Prepare the Official Statement
c Provide for the Bidding Process
0 Provide Access to Internet Bidding
a Ensure Competitive Bidding Process
it Ensure Widespread Notification of Upcoming Sale
c Represent City's Interest in Establishing Sale Structure
c Coordinating Sale information with Investment Community
0 Consult on Appropriateness of Bids
4; Provide Market Comparisons to City's Bid
a Represent the City's Interest in Negotiated Sales
a Represent City in the Credit Rating Process
6 Develop Plan to Attain Credit Rating Goais
4 Prepare Credit Rating Materials on Behalf of City
6 Prepare Bond Closing IVlemorandum
e Provide Multi-Year Analysis
c Assist with Continuing Disclosure Requirements
a, Consult on Arbitrage Rebate
c Consuit on Investment Strategy
Consult on investmenf Alternatives
@- Provide Comparative Interest Rates on Investments
e Consult on Economic Development Initiatives (TIFs, Freeport, etc.)
rv Consult on Refinancing Potential
~OUTHtilEST SECUR9Y'dES
DAN ALf~'lOfV
Senior Vice President
Public Finance Department - Dallas, Texas
(214) 859-9452
Mr. Aimon has been in the investment banking business since the early 1960's, during which time he has specialized
exclusively in municipal financing. He has extensive experience with most aspects of public finance and over the
years has served as financial consultant or underwriter to Texas municipalities in virtualiy every type of financing
including tax and/or revenue bond issues for schools, cities, counties, hospitais, colleges/universities and utility
districts, as well as various types of refunding and housing issues.
Upon graduation from the University of Texas at Austin, he joined his father to serve as vice president of Almon &
Company and immediately began serving as financial consultant or underwrifer on bond issues for cities, counties
and school districts across the State of Texas. In 1977, Almon & Company was acquired by a major regional
investment banking firm for whom Mr. Almon was a vice president in the public finance division. In 1984, he joined
the southwestern division of a national investment banking firm as a senior vice president where he continued to
serve municipal clients as a financial consultant or underwriter handling and coordinating the issuance of their
municipal bond issues. fvir. Rlmon, along with 29 coileagues, joined Southwest Securities, Inc. as a senior vice
president in 1987 where his service to municipalities has continued on an uninterrupted basis.
During the many years Mr. Almon has been serving municipalities across Texas, he has represented and guided
hundreds of clients through capital improvement programs including voter education, financial planning and the all
important bond rating process necessary to achieve the highest possible bond credit ratings. In addition, he has
directed many municipalities through alternate funding methods inciuding bond sales to state and federal agencies,
private placements of bond issues, as well as comprehensive debt restructuring. Because he has worked closely
over the years with the leading municipal law firms in Texas, Mr. Aimon is familiar with the state and federal tax laws
effecting municipalities and the issuance of their tax-exempt new money bonds and refunding bonds. Mr. Almon
also served as a member of the board of directors of the IVlunicipal Advisory Councif of Texas for the years 1991
through 1994 and subsequently served on that body's Legislative Committee.
n/Ir. Almon's licenses include the Series 7(General Securities), Series 910 (New York Stock Exchange-Branch
Manager), Series 24 (National Association of Securities Dealers - General Securities Principal), and Series 63
(Uniform Securities Agency State Law) and Texas Real Estate Broker License.
~~~THWEST SECfJRITIES
MARf( McLINEY
Senior Vice President
Public Finance Department - San Antonio, Texas
(290) 863-0919
~ Joined Southwest Securities February 28, 1996 as Vice President in Fixed Income Department representing
Public Finance clients. Previousiy worked for seven years at competing regional investment banks in the
same capacity.
Serves as Chairman of the Municipa! Advisory Council of Texas.
~ Brings to Southwest Securities experience and tradition in the Municipal Bond Business. His grandfather
managed the IVfunicipal Bond Department oi` a prominent Investment Banking Firm in the Midwest. His
father founded and currently manages McLiney and Company, a Municipal Bond Company in Kansas City.
Three of his brothers continue to work for the family firm.
=Works as Financial Advisor for over 75 clients throughout Texas. His work includes advising Cities,
Schools, Counties and Special Districts.
~ Has represented more than 15 issuers (and over 30 separate financings) in their negotiations with the
Texas Water Development Board. This has led to over $150,000,000 worth of utility system improvements
throughout the State of Texas.
~ Has worked with many issuers in the preparafion of credit presentations for rating agency and insurance
companies.
o Past experience inciudes ail aspects of the Municipal Business: Financial Advisory work, marketing,
distributing, underwriting, trading and purchasing.
~ Frequent speaker on Municipal Finance.
~ Regisiered Principal with the National Association of Securities Dealers.
~ Licenses and certificates include Series 7(General Securities), Series 53 (Municipal Securities Principal)
and 63 (Uniform Securities Agency State Law Exam), Municipal Bond School (New York, New York).
~ Bachelor Degree - History, University of Kansas, Lawrence, Kansas. h.naster of Business Administration -
Finance - University of Texas at Austin.
S0Ud MPNEST SECURIr iES
List any other personnel on your staffthat will be available for any projects contemplated with
the Company. Indicate what project(s) each personnel has worked on with your firm,
Name Marv Jane Dietz Title Documentation Analvst - Public Finance
Qualifications (See Attached Biosranhies)
Name Aaron Fletcher
Title Vice President - Head of Analvtics. SWS Public Finance
Qualifications (See Attached Biographies)
Type of Organization:
Sole Proprietorship
Partnership
X Professional Corporation
Corporation
Joint Venture
Other
SWS Groug is a Pubficty-held
Corporittion traded on the NYSE
AARON rLETCFfER
Vice President
Ana/ytics - Dallas, Texas
(214) 859-9480
Mr. Fletcher has over eleven years experience in the tax-exempt bond market, debt structuring and compliance
reporting. Mr. Fletcher is responsibie for determining feasibility of and optimum structure for new debt financings
and refundings. He has a strong understanding of all open market securities, portfolio returns, market fluctuations
and the compliance requirements for municipal debt issuers.
Prior to Southwest Securities, fvfr. Fletcher was with Ernst & Young located in Dallas, Texas and Memphis,
Tennessee. While at Ernst & Young, Mr. Fletcher was a Manager in the firm's Arbitrage Rebate Group, where he
was experienced in the analysis of invested tax-exempt bond proceeds in treasury and agency securities,
guaranteed investment contracts, repurchase agreements, SLG's variable/fixed rate swap/hedge transactions,
coilateralized mortgage obiigations and various other open market securities.
fVlr. Fletcher holds a Master of Business Administration degree from University of Memphis, Memphis, Tennessee
and a Bachelor of Science from University of Kentucky, Lexington, Kentucky.
{U~~RY JANE DOETZ
Documentation Analyst
Public Finance Department - Da!las, Texas
(214) 859-6803
Mary Jane Dietz joined Southwest Securities in November 1997 and has fifteen years of experience in the field of
public finance disciosure documentation. fVls. Dietz works closely with the issuer, financial advisor, attorneys, rating
agencies and bond insurance representatives to insure the accurate and timely preparation and distribution of bond
offering documents. Her responsibilities inciude assisting in the preparation and implementation of the timetable for
a bond issue and requesting and compiling disclosure information from various sources for inclusion in offering
documents. She prepares the preliminary and final official statements and arranges for their printing and electronic
Internet posting and distribution. Following the completion of each bond sale, Ms. Diefz prepares and distributes the
necessary closing documents for payment and delivery of bond issue proceeds and provides issuers with updated
debt service summary information. Additionaily, Ms. Dietz annually notifies and assists issuers in the preparation
and filing of their annual required SEC Rule 952c-12 Continuing Disclosure documents.
Ms. Dietz holds bachelor's degrees from Texas Wesleyan University and The University of Texas at Ariington and a
master's degree from Southern Niethodist University.
SO(6THWEST SEC(lR9T6ES
Questions Related to Principal Place of Business
1. In what sta.te is your principal place of business? Texas
2. In what state, if any, is your business incorporated? Delaware
3. If business is incorporated, provide the name and address of the agent for
services: N/A
4. Is your business authorized to do business under the laws of the State of Texas?
Yes
5. Does your firm transact business in more that one state? If so, list a11 states in
which your fum transact business. (See Attached US May)
6. In what state are the majority of your activities conducted?
Tegas, California, New Yor - IIiinois
7. In what state does your business earn the lazgest percentage of its revenues?
Texas
What Percentage is earned in Texas N/A
8. In what state are the largest percentage of the firm's capital funds? N/A
9. In what states are the largest percentage of the firm's or company's assets? N/A
What percentage is located in Texas? N/A
10. Please provide the address of your general office where control of your business
is conducted 1201 Eim Street. Suite 3500, Dallas, Texas 75270
11. In what sta.te does the largest percentage of full-time equivalent employees of
your business reside permanently? Texas
What percentage reside permanently in Texas? liT/A
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2. QUALIFICATION STATEMENT
In a 50-word-or-less statement, please describe what makes your fiim uniquely qualified
to perform the project.
Sonthwest Securities has egtensive eaperience dealing with the Tezas Water
Development Board (TWI3B) and the Tezas Commissioa on Environmental
Quality (TCEQ)
See Attached Statement
UrAi_O:~~{~AINONS 0I MRo A!~ivION AND tAR. tiftLId`~EY
A~ ~~~~~~IAL A~~~~OR
* Over 50 years of cambined Texas public finance expe►ience.
~ Represent over 100 municipalities within the Sfate. Clients include Cities,
Counties, School Districts, Municipal Utility Districts, Special Utility Districts,
Junior College Districts, Levee Improvement Districts, 4A and 4B
Corporations, and Tax lncrement Financing Zones.
~ Expertise in alf types of financings including general obligation bonds,
ceriificates o-l" obfigation, vvater and sewer revenue band5, sales tax revenue
bonds and fax incremenfi financings.
oKfiernbers of the Texas City iUanagers Association
sCvTHWESTsECURIToEs
WHYm HE~.~1TY OF PARfS SHOULD RE'~~IN
S~».`~~ ~ HWEST .~~CURIT~~S A~ IT~ ~~~~~~IAL .~~~~~~il
Simply Stated:
EXPERIEfVCE, SERVICE
and
COMPETITIVE FEES
This equates to more value for the doilar to the City than our competition can provide.
EXPERIENCE
As a senior investment banker, Mr. Almon is one of oniy a few bankers in Texas with the broad-based
knowledge ofi debt financing that inciudes cites, counties, schools, 4A corporations, 4B corporations,
developer districts (including public impravement districts), conservation and improvement authorities,
junior colleges and tax increment reinvestment zones. Mr. Almon also has a reputation within the
investment community as a person of high integrity, as well as one who takes responsibility for producing
comprehensive and accurate disclosure documenfis. This allov,is him to deal very effectively with rating
agencies, bond insurance companies, certified public accountants, bond attorneys and state regulatory
agencies, as weli as other investment banlcing firms.
SERVICE
VVe are very responsive to the needs and requests of our clients, both during and between debt financing
programs. We pride ourselves on pravicling both comprehensive and timely senrice. We insist that our
team members be directly available to our c(ients to provide debt service scenarios, tax rate impact
analyses, continuing ciisclosure guidance and information on debt financing alternatives vvhenever the
need arises.
CONfPETITIVE FEES
Our fees are very campetitive for a senior investment banker with broad experience and a high level of
"standing" within the investment community. Our fees are based on the enclosed schedule and are
payable only uvhen the securities are delivered. If the financing is not consummated, for any reason, our
fee is "zero". Furthermore, the fees we charge are straightforward and simple, without the usual "add on"
charges used by many other firms. For example, the following services are provided without additional
charge: current/advanced refunding debt service and escrow structuring analytics, participation in voter
education programs, participation in intergovernmental joint planning sessions and all services provided
between debt issuances.
soUTHMIFST sFC1aR1T1F.q
3. 1VIWBE/HUB CERTIFICATION
MWBE/HiJB Certification Nurnber: Not Annlicable
Agency Certified By:
Certification Expiration Date:
Please attach certification copy to this form.
4. FIRM BACKGROUND AND STAFF
Year present firm was established 1972
Name of pazent firm, if any SWS Groun
Address Ssme as nreviouslv shown
Year pazent firm was established 1972
Former company name(s), if any, and year established: Not ApnIicable
Name
Name
Year
Year
Name
Year
Number of employees in the firm Aonrogimatelv 1,200
5. PROJECT(S) REFERENCES
List at least three projects that would be representative of your firm's services provided.
See Attached Client References
A. Project
City
Conta.ct Person/Title
Project Description
Services Provided
B. Project
City
Contact Person/Title
Phone Number
Project Description
Services Provided
C. Project
City
Contact Person/Title
Phone Nwnber
Project Description
Service Provided
REFERENCES
* Denoltes recen: or currenf Dr'snking Vilater State Revolving Fund ("DWSRF") or Ciean WatQr
State Revolving rund ("C1i9ISRF") experience with the Texas Water Development Board
(L6 P @V~B").
* City of CeQina Mr. Jay Tautounchiaeo (972) 382-2682
$4.48MNi Tax & IMN&SS Revenue Certificates of Obligation, Series 2007 (CWSRF)
* City af Mecliothian Mr. Ghris Dick (972) 775-7102
$25MNi Waterworks & Sevuer System Revenue Bonds, Series 2008
(DWSRF) (In Process)
* City of Loeena Mr. BiOiy Cfernons (254) 857-4641
$2.26MiVl Combination Tax & Utility System Revenue, Certifiicates of Obligation,
Series 2007 (CWSRF)
* Parker County S;~D Ms. Parn Hardy (817) 594-2900
Ms. BonnEe Finch (817) 594-1217
$2.ON'iM Utifity System Revenue Bonds, Series 2012 (DWSRF)
~ City of Caddo Midls Mr. Michael Jump (303) 527-34196
$4.43MM Cambination Tax & Surplus Revenue, Certificates of Obligation,
Series 2007 (CWSRF)
~ City of Mt. Verno:~ fe.r. a'ddie Turr:er (903) 537-2252
$4.38fVrNi Combination Tax & Revenue, Certificates of Obligation,
Series 2012 (CWSRF) (pending)
AddetdartaE References:
FraiikBin Cou,roty l~~~er Dis$rict EvGr. DavEd Weidr~an (903) 537-4536
City of Saginaw Mr. Dadph Johnson (817) 232-4640
Town of Liffle Eim Mr. Alan Dickerson (214) 975-0415
7'own of Trophy Club Mr. Mike Slye (682) 831-4610
Amari66o !SD Mr. Les Hoyt (806) 326-1122
City Qf PaPls MP. Gene Andepson (903) 785-7511
Denton Coun$y Mr. James Wells (940) 343-3100
'City ov Sulphur Sprongs Mr. k2~~~ ~~axwe86 (903) E85-7541
City of CeowBey Ms. LoPi Watson (817) 297-2201
SOUTfi'WES! SEClJR6T1ES
sws
C".7RQUP
Buiidtng wha.t you value.
ADDENDUM TO THE
FINANCIAL ADVISORY CONTRACT
BETWEEN
THE CITI' OF PARIS, TEXAS AND SOUTIiWEST SECURTrIES
Honorable Mayor and City Council
City of Paris
c% Gene Anderson
135 First Street SE
Paris, Texas 75460
Southwest Securities has been askad to assist the City of Paris, Texas (the "City") with the authorization
and sale to the Texas Water Davelopment Board ("TWDB") of approximately $2,900,000 Combination
Tax and Revenue Certificates of Obligation.
Under the terms of this particular TWDB loan program there is a"I.oan Forgiveness" provision that
provides the City with an additional grant estimated to be $510,317. T'WDB requirements direct the City's
Financial Advisor to specifically mantion in its contract the additional fee, if any, to be charged in
connection with the "Loan Forgiveness" funds.
To the eactent required, Southwest Securities hereby agrees not to charge the City an additional fee for any
"Loan Forgiveness" funds the City receives
Respectfully submitted,
SOU'IHWEST SECURITIES, INC.
;
gy-kl-~
Dan A. ~Almon, Senior Vice President
`2
Datad:_ ' o ' -
!
ACKNOWLEDGEMENT
On behalf of the City Council of the City of Paris, Texas, the undersigned hereby acknawledges receipt of Oiis
(etber and approves the Addendum to the Financial Advisory Contract betvveen the Ciry of Paris, Texas and
Southwest Securities.
Da#ed this day of , 2012
By:
Title:
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