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HomeMy WebLinkAboutRes1991-090 . . . Sponsored by: Schaefermever CITY OF SEWARD, ALASKA RESOLUTION NO. 91-090 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING A FINANCIAL ADVISORY AGREEMENT WITH J. C. BRADFORD & CO. WHEREAS, the city of Seward has had a contract with First Southwest Company for financial advisory services since the early 1980's; and WHEREAS, for most of that period of time, the city dealt exclusively with Don Grimes, a former Vice President of the company; and WHEREAS, Mr. Grimes has recently left First Southwest to join the firm of J. C. Bradford & Co., headquartered in Nashville, Tennessee; and WHEREAS, J. C. Bradford & Co. is one of the largest investment firms located outside New York city; and WHEREAS, Mr. Grimes has expressed a desire to continue to represent the city of Seward under an agreement identical to the one the city had in place with First Southwest Company; and WHEREAS, the city's agreement with First Southwest Company may be terminated upon thirty days' notice; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Manager is hereby authorized to execute an Financial Advisory Agreement with J. C. Bradford and Co., a copy of which is attached and incorporated herein by reference. Section 2. The City Manager is further authorized to terminate the city's financial advisory agreement with First Southwest Company by forwarding immediate written notice of termination to its corporate offices. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 22nd day of July, 1991. -1- CITY OF SEWARD, ALASKA RESOLUTION NO. 91-090 . THE CITY OF SEWARD, ALASKA ~~t?~~ B- ~ Beverly D ham, Vice Mayor AYES: NOES: ABSENT: ABSTAIN: Burgess, Dunham, Krasnansky, Meehan, Sieminski and Simutis None Hilton None ATTEST: APPROVED AS TO FORM: Perkins Coie, Attorneys for the city of Seward, Alaska ~~~~.~~ .~inda S. Murphy, CMC/AAE ,~ City Clerk (City Seal) 7~M~ Fred B. Arvidson City Attorney . -2- 07-18-91 12:00PM FROM JCB MUNI FINANCE P03 FINANCIAL ADVISORY CONTRACT . Date: City oC Seward Alaska Attention: Darryl Schaefermeyer City ManlliCI' P. 0, Box 167 Seward, AK 99660 Ladles and Gelltlemen: 1. J. C. Bradford &. Co. (l1ereinafler referenced to as "Bradford") understands that you are contemplating the issuance of securitics of the kinds, in the approximate amounts, Bnd for the purposes lndlcaled as follows: all evidences of indebtedne8s or debt obligatIons lhat may be authorized and issued 01' olherwise created or assumed (hereinafter referred to collectively as the "Debl Instrumen"") by the Clty of Seward, Alaska (hereinafter called the "Issuer"), and that in connection with the issuance of these Debt Instruments YO\l dcslre this proposal from us to perform proftulonal scrvlces in the Cilpaclty of FlnlUlellll Advisor 10 Ihe Issuer. . 2. By Ihis prlJpoSllI, Bnldfurd offers its professional services and faclllties as Financial Advisor for tbe Issuance and sale of the above-descrlbt.d Debt Instrumc:ntll. and In that capacity Bradford agrees to ~form the following dUlles, and to perform such other dutle8, as. in ils judgment, may be nccessary or advisable: a. We will make a survey of the f1nam:lal resources of the Issuer to determine the extent of Its borrowing capacIty. This survey will Include an analysis of the existing debt structure as compared to exlsllng and projected sources of income whicb may be pledged to secure payment of debt selVille. and where appropriate. will include a study of the trend of the assessed valuation of the Issuer, the Issuer's talling power, and the present and estimaled future taxing req\llremenlS. If the revenues of a system or facility arc to be pledged to l'eJ)llyl1lent of the Debt Instruments under consideration, the survey will lllke Into ~ount any outstanding obligations which are payable from the net revenues thereof, additional net revenues to 9rlse from any proposed rate Increase, and the additional net revenue. as projected by your col18ulting engineers as a rllJ!lult of the improvements to be financed by the Debt Instr~ments under consideration. We wlll also take Into account future tlnlUlclng needs and operations of the Issuer as projected by staff and/or consulting engineers and other experts. b. On the basis of the information developed by the survey described in the above and foregoing plItagl'lIph, and on the basis of other information aod ellperlence available to liS. we will Sl1bmll our recommendallons CD the flnanclng UDder ccnslderation. Our plan wlIl Incll1de recommendationa aa to method of sale, the date of isaue, interest payment dales, schedule of principal maturities, options of prior payment, and any other necessary addiliol1a1 security provisions designed to make lhe issue mQl'e sttractlve to Investors. All reeommendlltlons will be ba~ on Ol1t besl professional jl1dgment, with tbe goal of designing Debt Imtruments which can be sold under terms most advantageous to Issuer, and at the lowest interest cost consilllent with 1111 other cODslderatlol1s. . Page I of4 07-18-91 12:00PM FROM JCB MUNI FINANCE P04 . c. We wlll advise you of current bond market condlllons, forthcoming bond iSSIll!s. and other general Inftmnatlon and economill data which might normally be expected to influence the inlel'll!t rates or bidding conditions. so tbat the date for the sale of the Debt In,truments can be set at a time. which. in our opinion will be favorable, d. If It I' necessary to hold an election to authorize the Debt Insttlnnents. we will, under the direction of the bond attorneys, assist in coordinating the assembly and ttallsmittal to the bond attorneys of sueh data 8$ may be required for the preparation of the necessaty resolutions, notices and certificates in connection with the election. e, We will assist you In the preparation and submission of the Official Notice of Sale, the Official Statement or Offering Statement, and such other market documents as nlay be required, We wiD submIt to you all such offerlna docl1l1\enU. b1clllding the Ofikiol Statement, for your proper examination and approval. After your examination llnd approval of all offering documents, including tbe Official Statement. we wlll oblllln a supply of such documents for YOll and shall mail a set of the !IIlIt1e to a list of prospective purchasers. a copy of which list shall be sublllilted to you upon request. f, We will make recommendations to the Issuer on the matter of bond rating agencies for the proposed Issue and when directed by you shall coordinate tile preparation of such information as In I;)ur Qp\nlol\ Is required for submission to the rating agencies. In those C8IlCS where tht: advlsablllty of personal presentation of Information lO tile bond ratins asencles may be indicated, we wlll arrange for such personal presentation, . j. If the Debt Instruments are to be sold at public sale we will disseminate Information to prospective bidders, we will organize such Informlltlon meetings as In our judgment may be necessary. IInd will work with prospective bidders to assist them in timely SUbmitting proper bids (on an Official Bid Form whIch we will prepate). We will assist you at the bond sale for the purpose of coordinating tbe receipt of bids, and the furnishing of good faith cheeks where Indicated, and for the purpose of tabulation and comparison of bids, Rnd will advIse you M tl;) the best bid. and will provide our recommendation as to acCeplllnce or rejection of slIch bid. If the Debl Instruments are to be sold by negotiated sale, we will recommend one or more Investment banking firms as managers of an underwriting syndicate for the purpose of negotiating the purdlaae of the Debt Instrument! and In no INent will we participate eitber directly or Indirectly in the underwriting of the Debt Instruments sold by negotiation. We will cooperate with any managi ng underwriter selected and Counsel to the underwriters in the preparation of the Official Statement or Offedng Memorandum. We will cooperate with the underwriters in obtaining any Blue Sky Memorandum and Legal InveJtment Survey, preparing Bond Purthase Contract, Underwrill:rs Agreement and any other relatect documents. The COslS tllere<lf. illcluding the printing of Ihe documents. will be pa.ld by the underwriters. h, We will act as your aCeRt In arranc1nc for the printing of the Debt Instruments, and will submit SlIme for execution by the appropriate officials. II being understood that title to anti ownership of the printed Debt Instrumcnls shall be In the Issuer until they are dfJllverPJ;lIo the purchaser. I. As soon as II bid fOt' the Debt Instruments or II purehase <<lI\tract sllall be acc.epted by you, we will proceed to coordinate the efforts of all concerned to the end that the bonds may be delivered and paid for BII expeditiously as possible. We shall assisl you in the preparation or verification of final closing figures, /lnd when requested, will provide suggestions on a program of temporary investment of bond proceeds, in consultation with your architect or consulting engineer, consistent with the construction timetable for the project. . Page20f4 . . . 07-18-91 12:00PM FROM JCB MUNI FINANCE P05 J. After closing; we will deliver to you and your paying agent(s) definitive debt records, Including a schedule of semi-annual debt service rc;quirements on the oblis;alion bein!l; delivered to the pu rchaser . t.. In the event formal verification by an Independent auditor of any calculations Incident 10 the Debt Instruments is required, we will make arrangements for such services. 1. We wlll attend any and all meetings of the governing body of the Issuer. its staff, repl'esentatives or committees as requested at all times when we may be of Ilssistance or service and the subject of financing is to be discussed. nt. We will advlSll the Issuer and its staff of changes, propoled or elUlCted, in Federal and Stale laws and regulations which would affect the ulunlelpal bond market. n, We will work with the Iss\ler. its staff and any consultpnlS employed by the Issuer in developing financial feasibility studies and analyzing alternative financing plans. 3, In additloll to the services set out above, we agree 10 provide the following services when so requested: a. We will provide our advice as to the Investment of cer1ilin funds of the Issuer. We will, when so directed. purchase those InVCSUllents authoriAld tQ be purchllSed ,md. except for investment of the proceeds of Debt Instruments, we will charge a Dormal and customary commission for each such transactlon. b, We will provide our advice and assistance with regard to exerclsln&: any call andlor refunding of any outstanding Debt Instrument. c. We will provide our advice and assistance In the development of. and financing for, any capital Improvements programs of the Issuer. d. We will provide our advice and assistance in tbe development of the long-range financlng plan of the Issuer. e. We will provide any othe financing planning servlcelll8 may be requested by tlte ISSuer, 4. We agree to direct and coordinate the entire pl'ogram of financing herein contemplated. In that connection we propose to work with a firm of nationally-recognized municipal bond attorneys se/ccred by the bauer who wUl prepare the proceedings and advise the steps necessary to be laken to issue the Debt Instrumcntt and who will Issue an opinion approving their legaHt)', We will mainlain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the preparation of appropriate lea:al proceedings and documents. Where the Issuance and sale of the Debt Inslruments. and construction of the projcct under consideration, requires the IIpproval of any state or governmental agency, we shall assist you in the preparation of all financial Information required for inclusion In applications for such approval. and when requested by you, shall appear on your behalf to provide approprIate testimony al public hearings before state and other governmental commissions and boards. Page 3 of 4 . . . 07-18-91 12:00PM FROM JCB MUNI FINANCE P06 ,. In consideration for the sel'vlces rendered by us In c:onneclion with the issuance and sale of the above-described Debt Instruments it is understood and agreed that our fee will be lIS follows: a basic fee of S I ,9~ per thousand dollar par value of Debt Instruments sold and delivered to the Purchaser, III consideration of the above fee, J. C, Bradford & Co. will assume and be rc:sponsible for the following expenses: None It is specifically understood and agreed that the Issuer wlll be responsible for the follOWing eXpclnses: In addition to the basic fQ, Bradford shall be relmbursed for all expenses incurred It the requllSt of the luuer including normal travel and c;ommunicalion c~penses of representatives of Bradford wbile perfonning services relating to a project or projects of the Issuer. 6. This agreement shall remain in force until such time as either party exercisllS its option to terminate the aireement, with or without cause, upon thirty days' notice. Upon termination. only reimbursable costs Incurred by Bradford and payment for any fees due on delivered Debt Instruments shall be due, 7. This proposal Is submitted in duplicate originals. When accepted by Issuer It will c:onstitute the entire agreement between Issuer and Bradfortl for the purpose and considerations berein specified. Your acceptance will be indicated by proper sle;natures of your authorized officers or representatives on both copies and the returning of one executed copy to us, Respectfully submitted, 1. C. BRADFORD & CO, By: Authorized Representative Don W. Grimes. Vice President ACCEPTED on thIs _ day of ACCBPl'ANCE 1991 CITY OF SEWARD. ALASKA By' Name Title ATTEST: Name Title (SEAL) Page 4 of 4