Loading...
HomeMy WebLinkAboutResolution - 2013-R0386 - Agreement - RBC Capital Markets LLC - 11/07/2013Resolution No. 2013-RO386 November 7, 2013 Item No. 5.2 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Financial Advisory Agreement, by and between the City of Lubbock and RBC Capital Markets, LLC, and related documents. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on November 7,_ 2013 ATTEST: yReeccatrza. City SecrL ary APPROVED AS TO CONTENT: Pamela Moon, Executive Director of Finance APPROVED AS TO FORM: X, ' r Chad Weaver, Assistant City Attorney vw:ccdocs; RES.Agrmt-Capital Markets LLC October 23, 2013 Resolution No. 2013-RO386 RBC Capital Markets" November 7, 2013 The Honorable Mayor and Cit} Council City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 RE: Municipal Advisor}- Agreement Ladies and Gentlemen: Municipal Finance 200 Crescent Court, Suite 1500 Dallas, TX 75201 (214) 989-1660 Direct (214) 989-1650 Fax Retention of RBC Capital Markets, LLC. We understand that the City of Lubbock, Texas rIthe "City" or "}ou") will have under consideration the issuance of obligations evidencing indebtedness ("Obligations'), either in a single financing or in a series of financings, and that in connection with the issuance of such Obligations you hereby agree to retain RBC Capital Markets, LLC ("RBC CM") as your municipal advisor in accordance with the terms of this municipal advisory agreement ,"Agreement"). This Agreement shall apply to all Obligations that may be authorized and/or issued or otherwise created or assumed during the period in which this .Agreement is effective. The City- agrees that the municipal advisory duties of RBC CM shall apply only to matters pertaining to the issuance of such Obligations and that RBC CM is not acting as your municipal advisor with respect to any other matters absent an explicit written municipal advisory agreement. 2. Scope of Services. As municipal advisor, we agree to perform the following services: (a) Provide advice in the development of the City's long range financial plan, as such plans relate to municipal finance matters. (b) Analyze the financing alternatives available to the Cit}-, taking into account its borrowing capacity, future financing needs, policy- considerations, and such other factors as we deem appropriate to consider. (c) Recommend a plan for the issuance of Obligations that will include: (1) the type of bonds (current interest, capital appreciation, deferred income, etc.); (2) the date of issue; (3) principal amount; (4) interest structure (fixed or variable); (5) interest payment dates; (6) a schedule of maturities; (7) early redemption options; (8) security provisions; (9) appropriate management fee and takedown; and (10) other matters that we consider appropriate to best serve the City's interests. rd` Advise you of current conditions in the relevant debt market, upcoming bond issues, and other general information and economic data which might reasonably- be expected to influence interest rates, bidding conditions or timing of issuance. (e Evaluate and provide recommendations on unsolicted proposals from investment banking firms and financial consultants regarding the City's outstanding municipal bond portfolio or on potential municipal bond offerings the City may be considering. (i) Organize and coordinate the financing team selected by you. We will recommend and coordinate with qualified paying agents, escrow agents and verification agents, as the particular transaction may require, Municipal Advisory Agremeent 2013 eFIN_Vi—doc 08/01/12 each of whom will be retained and compensated by you. In a negotiated offering, we will assist in the preparation of underwriter requests for proposals (upon request by the City) and provide assistance to you for the hiring of the undervriter(s). (g) Work with counsel on the transaction, including bond counsel whom you retain, who will be recognized municipal bond attorneys, whose fees will be paid by you, and who will prepare the proceedings, provide legal advice concerning the steps necessary to be taken to issue the Obligations, and issue an unqualified opinion (in a form standard for the particular type of financing) approving the legality of the Obligations and (as applicable) tax exemption of the interest paid thereon. In addition, bond counsel will issue an opinion to the effect that the disclosure document does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Generally, working with counsel will mean coordinating with the attorneys and assisting in the municipal advisory aspects of preparing appropriate legal proceedings and documents, including documents concerning any required election. (h) Assist in the City's preparation of the Preliminary Official Statement ("POS") and the Official Statement ("OS") or equivalent document as the particular transaction may require (such as a private placement memorandum). (i) In connection with a competitive sale, we will: coordinate the preparation of the Official Notice of Sale, the Uniform Bid Form (containing provisions recognized by the municipal securities industry as being consistent with the securities offered for sale) and other such documents which you may request or deem appropriate; ii. submit all such documents for examination, approval, and certification by appropriate officials, employees, and agents of the City, including bond attorneys; iii. coordinate delivery of these documents to a list of prospective bidders; iv. where appropriate, organize investor meetings; V. coordinate the receipt of bids; Vi. advise as to the best bid, including acceptance or rejection of the best bid; vii. if a bid is accepted, coordinate the delivery of and payment for the Obligations; viii. assist in verification of final closing figures; ix. provide copies of documents to the purchaser of the Obligations in accordance I'vid-i the terms of the Official Notice of Sale and the Uniform Bid Form. (j) Make recommendations as to the need for credit rating(s) for the proposed Obligations and, should the City seek a rating, coordinate the process of working with the rating agency or agencies and assist in the preparation of presentations as necessary. (k) Make recommendations as to obtaining municipal bond insurance, a liquidity facility or other credit enhancement for the Obligations and, should the issuer seek any such credit enhancement, coordinate the process and assist in the preparation of presentations as necessary. (1) Attend meetings of governing bodies of the City, its staff, representatives or committees as requested. (m) Coordinate bond closings with financing team including bidder/underwriter, paying agent/registrar, bond counsel, and City staff, including instructions for closing. (n) After closing, we will deliver to the City and the paying agent(s) definitive debt records, including a schedule of annual debt service requirements on the Obligations. (o) Assist the Cite and its arbitrage rebate compliance contractor, as necessary, to enable the completion of arbitrage rebate calculations and required reports. You acknowledge that advice and recommendations involve professional judgment on our part and that the results cannot be, and are not, guaranteed. 3. Information to be Provided to RBC CM. You agree (upon our request) to provide or cause to be provided to us information relating to the City, the security for the Obligations, and other matters that we consider appropriate to enable us to perform our duties under this Agreement. With respect to all information provided by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a form reasonably satisfactory to us) from appropriate Cite representatives as to the accuracy of the information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from representatives of parties other than the City. You acknowledge that we are entitled to rely on the accuracy and completeness of all information provided by you or on your behalf. 4. Official Statement. You acknowledge that you are responsible for the contents of the POS and OS and will take all reasonable steps to ensure that the governing body of the City has reviewed and approved the content of the POS and OS. You acknowledge that you are subject to and may be held liable under federal or state securities laws for misleading or incomplete disclosure. To the extent permissible by lav, you agree to indemnify and hold us harmless against any losses, claims, damages or liabilities to which we may become subject under federal or state law or regulation insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any misleading or alleged misleading statement, or omission or alleged omission to state in the disclosure document a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse us for any legal or other expenses reasonably incurred by us in connection with investigating or defending any such loss, claim, damage, liability or action. Fees and Expenses. In connection with the authorization, issuance, and sale of Obligations, you agree that our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become due and payable simultaneously with the delivery of the Obligations to the Purchaser. Our fee does not include and we will be entitled to reimbursement from you for any actual "out-of-pocket" expenses incurred in connection with the provision of our services, including reasonable travel expenses or any other expenses incurred on your behalf. These expenses will be due and payable when presented to the City, which normally will be simultaneously with the delivery of the Obligations to the Purchaser. 6. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the financing plan for Obligations covered by this Agreement, the Scope of Services above does not include providing advice or services with respect to derivative products. 7. Other Conditions. In addition to the terms and obligations herein contained, this Agreement is subject to the following special conditions: None 8. Non Arbitration Clause: The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control.. 9. Term of Agreement and Waiver of Sovereign Immunit . This Agreement shall be for a period of 60 months (the "Term") from its date; however, this Agreement may be terminated by either party upon 30 days written notice. If neither party provides written termination prior to the end of the Term, this Agreement will automatically renew for another Term. Pursuant to, and only to the extent permitted by, Sections 271.151 — 271.160 of the Texas Local Government Code, you agree and understand that this Agreement is a contract for services and waive any claims you may have that you are immune from suit. Paragraphs 4, 5 and 8 (insofar as they concern indemnity, reimbursable expenses and waiver of sovereign immunity) shall survive any termination of this Agreement. 10. Insurance: During the term of this engagement RBC CM shall maintain the insurance coverage outlined below: (a) Professional Liability: RBC CM shall obtain and maintain Professional Liability insurance of $1,000,000 per occurrence throughout the term of this contract. (b) Workers' Compensation and Employers Liability Insurance: RBC CM shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the auditor shall maintain said coverage through the term of this contract and shall comply Vvith all the provision of Title 5 of the Texas Labor Code to ensure that RBC CM maintains said coverage. Any termination of workers' compensation insurance coverage for the Contractor shall be a material breach of this contract. RBC CM may maintain Occupational Accident and Disability Insurance in lieu of Workers' Compensation. In either event, once the Contract is awarded, the policy must include a waiver of subrogation in favor of the City. (c) Employer's Liah&y RBC CM shall obtain and maintain Employer's Liability insurance with limits of at least $500,000 each accident, $500,000 by disease, and $500,000 by disease each employee throughout the term of this contract. 11. Miscellaneous Provisions. This Agreement is submitted in duplicate originals. Your acceptance of this Agreement will occur upon the return of one original executed by an authorized City representative, and you hereby represent that the signatory below is so authorized. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties as to the subject matter thereof and supersedes any prior understandings or representations. This Agreement may be amended or modified only by a writing signed by both parties. This Agreement is solely for the benefit of you and RBC CM, and no other person. RBC CM may not assign this Agreement without your prior written consent. RBC CAPITAL. MARKETS, LLC By Name Matthew Boles Title Managing Director Date November 7, 2013 ACCEPTANCE ACCEPTED this 7th day, of November, 2013 BY CITY OF LUBBOCI{ OF S bertson, Major ATTEST: 4R. cca Garza, Cite Secretarycca Garza APPROVED AS TO CONTENT: Pamela Moon, Executive Director of Finance APPROVED AS TO FORM: n' Chad Weaver, Assistant Cit} Attorney FEE SCHEDULE In consideration for the services rendered by RBC CM, the City agrees that our fee for each issue of Obligations will be as follows: Obligation Proceeds More And Not Than More Than The Fee Is $ -0- $10,000,000 $15,000 plus $1.50 per $1,000 10,000,000 25,000,000 $30,000 plus $1.25 per $1,000 for all over $10,000,000 25,000,000 50,000,000 $48,750 plus $1.15 per $1,000 for all over $25,000,000 50,000,000 No Limit $77,500 plus $1.00 per $1,000 for all over $50,000,000 The above fee schedule does not include our out-of-pocket expenses (i.e. travel to City, telephone, copying, delivery, postage, or personal presentation to rating agencies) for which RBC CM will be reimbursed. We anticipate all other expenses associated with a debt sale such as Bond Counsel, Paying Agent, rating agency fees, official statement printing, travel expenses incurred for a personal rating presentation and private bond insurance, etc. will be paid directly by the City. RBC CM will bill the City at Closing for each issue of Obligations a net amount which will include a fee calculated on the above schedule as well as any "out-of-pocket" expenses incurred on behalf of the City.