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15-R-12 - SAMCO Capital Markets Professional Services AgreementRESOLUTION NO. 15 -R -12 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH MARK MCLINEY AND ANDREW FRIEDMAN WITH SAMCO CAPITAL MARKETS TO SERVE AS THE CITY'S FINANCIAL ADVISOR, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City requires professional services relating to financial advisory services; and WHEREAS, City staff has determined that SAMCO Capital Markets is uniquely qualified to provide such services for the City; and WHEREAS, pursuant to Section 252.022(a)(4), the City is not required to seek bids or proposals with respect to a procurement for personal, professional, or planning purposes; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with SAMCO Capital Markets pursuant to the Municipal Advisory Agreement attached hereto as Exhibit A (the "Agreement "). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS CREW Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreement with SAMCO Capital Markets in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 17th day of February, 2015. CITY OF Z, TEXAS Michael R. Carpenter, Mayor ATTEST: Al _1 Br t= Dennis, City Secretary (CITY SEAL) 10:4 IIHIW1 MUNICIPAL ADVISORY AGREEMENT 50077397.1 A -1 8-- A. ML, V 0 V 4 �VvPj,� T-r k7L 311, A -1 R Kj- E T 8, 11 W 8700 Crowrnhill Boulevard sSuite 601 San Antonio "hexas, 78209 ELEPHONE 210- 832 -9760 877 -349 -1371 February 17, 2015 FACSIMILE 210-832-9794 MUNICIPAL ADVISORY CONTRACT The Honorable Mayor and City Council City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Ladies and Gentlemen: 1. We understand that the City, from time to time, will consider the issuance of debt obligations and that in connection with the authorization, issuance, sale and delivery of such obligations you desire the Mark McLiney Municipal Advisory team to perform professional services in the capacity of Municipal Advisors for the City. 2. We agree to provide all services related to the development and implementation of a debt management plan. These services include, but are not limited to, the structuring of a bond model, the formulation of a bond program, the analysis and completion of refunding programs, consultation regarding bond elections, consultation regarding bond ratings, consultation regarding the available types of financings, etc. The services include communicating and coordinating with other professionals involved in bond transactions and related services (e.g. bond counsel, rating agent, credit enhancement providers, verification agent, arbitrage rebate provider, etc.). The advice and assistance includes serving as a fiduciary to the Issuer and representing the Issuer's interest in the sale and distribution of any debt obligations. 3. We agree to direct and coordinate the entire program of financing herein contemplated. It is specifically understood and agreed, however, that this obligation on our part shall not cover payment of any expenses associated with the issuance of the obligations or the expenses of any litigation, if such would occur. 4. 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 the City is to pay and we are to accept, a cash fee for such professional services in accordance with the fee schedule set forth as follows. Such fee shall become due and payable simultaneously with the delivery of the bonds to the purchaser. It is understood that a miscellaneous expense will be added to the fee to cover reimbursables. This amount shall be capped at $5,000. MEMBER NASD -SIPC City of Schertz, Texas Page 2 FEE SCHEDULE The following schedule is an estimate of fees due for Municipal Advisory work. The actual fee will be more or less based upon work performed. Base Fee — Any issue $ 5,000 Plus $12.50 per $1,000 next $500,000 or $11,250 for $500,000 Bonds Plus $8.00 per $1,000 next $500,000 or $15,250 for $1,000,000 Bonds Plus $5.50 per $1,000 next $1,500,000 or $23,500 for $2,500,000 Bonds Plus $3.50 per $1,000 next $2,500,000 or $32,250 for $5,000,000 Bonds Plus $2.00 per $1,000 next $5,000,000 or $42,250 for $10,000,000 Bonds Plus $1.00 per $1,000 next $10,000,000 or Fees for Refunding Bonds, Revenue Bonds or Bonds issued to State or Federal Agencies shall be computed from the above schedule, plus 25 %. For any issue of Refunding Bonds and /or other Debt Instruments involving Escrow Agreements, it is understood and agreed that our fee will be the fee schedule set out above plus 10 %. For Bonds issued pursuant to a Bond Election our fee will include an additional $5,000 to cover costs associated with the Bond Election. SAMCO Capital Markets, Inc. will bill the Issuer at Closing for each issue of obligations a net amount which will include a fee calculated on the above schedule as well as costs and expenses, where applicable, incurred on behalf of the Issuer for the Bond Attorneys, preparation, printing and distribution of the Notice of Sale, Official Statement, Uniform Bid Form or Private Placement Memorandum, independent consultants, information meetings, if any, presentations to rating agencies and rating fees, if any, printing of Obligations, and all appropriate costs and expenses associated with the closing and delivery of the Obligations. City of Schertz, Texas Page 3 5. If appropriate, we will assist with the annual filing of all documents related to the Securities Exchange Commission Rule 15c2 -12 (Continuing Disclosure). It is understood that we are not your agent for Continuing Disclosure because SAMCO Capital Markets, Inc. cannot be assured of being informed on a timely manner of all material events which require filing during the year. It is further understood that any fees due us for our work in this capacity will be determined on a case by case basis. 6. Due to the personal nature of municipal advisory consulting services, this Agreement is being entered into with the Mark McLiney Municipal Advisory Group of SAMCO Capital Markets. The Issuer expects that all files will be held in duplicate by the group and the company. At the full discretion of the Issuer, this Agreement can be automatically assigned to and transferred to the Mark McLiney Municipal Advisory Group. 7. This Agreement will commence on the date of acceptance and shall remain in effect until terminated or replaced with a subsequent agreement. This Agreement can be terminated at any time, with or without cause, with simple written notice. Respectfully submitted, SAMCO CAPITAL MARKETS, INC. BY: Mark M. McLiney ACCEPTANCE ACCEPTED and adopted by the City Council of the City of Schertz on this the 17th day of February, 2015 ar67 --f City Manager