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HomeMy WebLinkAboutMunistat Services Inc yprrgr ®� RESOLUTION 2014-832 ADOPTED DOC ID: 10169 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2014-832 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 21,2014: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an agreement with Munistat Services Inc. for 2015 municipal advisory services in connection with the Town's Statement of Annual Financial and Operating Information in accordance with SEC Rule 15C12-12 and the Town's Continuing Disclosure Undertaking at a fee not to exceed$3000, as well as other advisory services which may be required in connection with bond financings during 2015 at the fee levels enumerated in Appendix B, said agreement subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell • r a Phone:(631)331-8888 Fax:(631)331-8834 MUNISAT SERVICES INC. MWcipal..Finance,:Advisory Service Website:ww_munis t omm r .Serving Municipalities and School Districts in ko,,ZOr State Since 1977. 12 Roosevelt Avenue Port Jefferson Station,New York 11776 MUNICIPAL ADVISOR SERVICES AGREEMENT THIS MUNICIPAL ADVISOR SERVICES AGREEMENT(the"Agreement") is entered into as of October 7, 2014 (the "Effective Date") between the Town of Southold, ("Town") and Munistat Services, Inc. ("Munistat") (collectively referred to herein as the"Parties"). RECITALS WHEREAS, Munistat is a Municipal Advisory firm specializing in municipal finance and municipal government related matters; and WHEREAS, the Town desires to engage Munistat to provide certain services relative to the issuance of the certain obligations as set forth in Appendix A("Work Order"), and Munistat AGREEMENT NOW THEREFOR, the Parties agree as follows: 1. Municipal Advisory Services. The Parties hereto agree that Munistat shall provide those services set forth in the Proposal hereto, and Munistat's services as the Town's Municipal Advisor shall be expressly limited to the services noted therein. 2. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect until any such Work Order is completed as well as any Work Orders in successive years are completed or until terminated by either party upon (30) days written notice; provided, however, that in the event of termination of any such engagement, Munistat reserves that right to assess fees for any work performed pursuant to a Work Order in accordance with the Fee Schedule set forth in Appendix B. 3. Agreement to Provide Information. The Town agrees to provide Munistat with factual, not misleading information as shall be required by Munistat in furtherance of the services set forth herein, including financial statements, budgets, and other relevant documents. The Town further agrees to not intentionally omit any material information relevant to Munistat's provision of services. 4. Compensation. Munistat shall receive a fee for any services rendered to the Town pursuant to this Agreement in accordance with the fee schedule set forth in Appendix B attached hereto and incorporated herein by reference. 5. Indemnily. The Town hereby agrees to indemnify Munistat, defend and hold it harmless against any loss, liability, assessments, or expense (including reasonable attorneys' fees)incurred or assessed arising out of, or in connection with, Munistat's acceptance, administration, or performance of its duties hereunder, except such as may arise from Munistat's own bad faith, willful misconduct, or gross negligence, including the cost and expense of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the terms of this Agreement. 6. Dodd-Frank Compliance. Munistat is a registered municipal advisor in good standing with both the SEC (#866-00147-00) and the MSRB (#K0114). 7. Disclosure of Conflicts of Interest. The Town acknowledges that it has received those disclosures set forth and contained within Appendix C attached hereto and incorporated herein by reference. The Town further acknowledges that it has been given the opportunity to raise questions and discuss such disclosures with Munistat and that it fully appreciates the nature of such disclosures and any and all conflicts noted therein. The Town hereby waives such conflicts and authorizes Munistat to provide services pursuant to this Agreement. From time to time, Munistat may provide additional disclosures to the Town. In this regard, Town hereby authorizes the Comptroller to acknowledge any such additional disclosures of Munistat on behalf of the Town. [Signature page follows] SIGNATURE PAGE IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be duly executed by their respective representatives as of the date first written above. TOWN OF SOUTHOLD MUNISTAT SERVICES,INC. By: By: Name: Cc�'f' sd l/ Name: Noah Nadelson Title: S t S O Title: Chief Executive Officer APPENDIX A SERVICES • Preparation of maturity schedules for bond issues which will be attractive to potential bidders as well as acceptable to the Town and to Bond Counsel. We will offer options, i.e. traditional versus level debt, and perform sensitivity analyses so that the Town may make a more informed decision regarding current as well as future budgetary impact. • With regard to the use of notes and bonds, unless temporary financing can be provided from cash flow or other sources, we may advise the Town to fund its capital projects at inception with note issues in order to ensure that permanent financing is accomplished for the proper amount. • We will submit a list to the Town of the documents and information necessary to prepare the Official Statement. We then prepare the Official Statement, relying on Bond Counsel for certain language relating to legal matters, in accordance with disclosure requirements, as set forth in Securities and Exchange Commission Rule 15c2-12. • In order to avoid the errors that may be caused by time pressures, we would prefer to have about 2 weeks for composition and word processing, measured from the date upon which we have received all necessary documents and information. Upon completion of word processing, the Official Statement will be submitted to the Town and to Bond Counsel for review and comment. • We distribute Official Statements and Notices of Sale to prospective underwriters and other members of the investment community through various information repositories and post the documents on our website. • We submit all necessary documents and information to the rating agencies and, if we feel the situation warrants, we will make an appointment with a credit analyst in order to present our views regarding the Town's rating. • Since almost all bond and note issues are issued in book-entry-only form, we coordinate with the Town, bond counsel and The Depository Trust Company (DTC) to ensure that the procedure is accomplished smoothly and efficiently. • Prior to the bond sale, we submit the required information to the CUSIP Service Bureau. It is generally the function of bond counsel and the underwriter to ensure that the bonds are printed in correct form and on a timely basis. • We ensure the publication of the Notice of Sale for bond issues within the required time limits. • We prepare the Debt Statement for bond issues and file it with the State Comptroller's office. • We handle the bid opening at our office and verify the calculation of the winning bid. • We coordinate the details of the closing with the Town, bond counsel, the underwriter, the bond insurance company (if applicable) and either DTC or the Fiscal Agent. • We coordinate the preparation of the Final Official Statement with the underwriter, bond counsel and,where applicable,the bond insurance company. • We prepare the final Debt Service Schedule (and, were applicable, the apportionments of such overall Debt Service Schedule into the appropriate funds), and distribute copies of such schedules to the issuer,to the fiscal agent(or DTC)and bond counsel. • In accordance with SEC Rule 15c2-12 and the Undertaking to Provide Continuing Disclosure as executed by the Town in connection with the sale of certain bonds and delivered at the closing for such bonds, the Town is obligated to file a Statement of Annual Financial and Operating Information with the Electronic Municipal Market Access System ("EMMA") according to the Agreement. Failure to provide the Statement of Annual Financial and Operating Information to EMMA within the time specified constitutes a "material event" under the SEC rule and is required to be disclosed immediately; such failure will also have to be disclosed in subsequent Official Statements of the Town for a period of five years from the date of such failure. When necessary, we are available to help the Town to ensure compliance with its Continuing Disclosure Undertakings. APPENDIX B FEES AND EXPENSES The fees for our services for capital project financings will not exceed the following: Serial Bonds — base fee of$9,500 for each bond issue with an Official Statement plus $0.85 per $1,000; Refunding Bonds—base fee of$12,500 for each bond issue with an Official Statement plus $1.85 per$1,000; Bond Anticipation Notes—Base fee of$4,500 for each note with an Official Statement plus$0.50 per$1,000. The fee for preparation and filing of the Statement of Annual Financial and Operating Information in accordance with SEC Rule 15c2-12, and the Town's Continuing Disclosure Undertaking will be$3,000. There is no charge for the filing of material event notices. The fee for our services includes all out-of-pocket expenses. Other normal issuing costs, such as bond counsel fees, rating agency fees and printing and distribution of Final Official Statements are billed directly to the Town. Munistat Services, Inc. will not charge to attend meetings of the Board, work sessions, meetings with bond counsel, ratings agencies, or any other meetings associated with a capital project. We do not charge any fees for services delivered prior to a referendum, including preparation of estimated debt service and tax rate impact schedules. There will be no charge until,and unless the closing of the bonds or notes take place. Such fees represent a "not to exceed amount" based on our experience and the time necessary to execute these types of transactions. APPENDIX C DISCLOSURE OF CONFLICTS OF INTEREST VARIOUS FORMS OF COMPENSATION The Municipal Securities Rulemaking Board (MSRB) requires us, as your municipal advisor, to provide written disclosure to you about the actual or potential conflicts of interest presented by various forms of compensation. We must provide this disclosure unless you have required that a particular form of compensation be used. Forms of compensation; potential conflicts. The forms of compensation for municipal advisors vary according to the nature of the engagement and requirements of the client, among other factors. Various forms of compensation present actual or potential conflicts of interest because they may create an incentive for an advisor to recommend one course of action over another if it is more beneficial to the advisor to do so. This document discusses various forms of compensation and the timing of payments to the advisor. Fixed fee. Under a fixed fee form of compensation, the municipal advisor is paid a fixed amount established at the outset of the transaction. The amount is usually based upon an analysis by the client and the advisor of, among other things, the expected duration and complexity of the transaction and the agreed-upon scope of work that the advisor will perform. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the advisor may suffer a loss. Thus, the advisor may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. There may be additional conflicts of interest if the municipal advisor's fee is contingent upon the successful completion of a financing, as described below. Fee based upon principal or notional amount and term of transaction. Under this form of compensation, the municipal advisor's fee is based upon a percentage of the principal amount of an issue of securities (e.g., bonds) or, in the case of a derivative, the present value of or notional amount and term of the derivative. This form of compensation presents a conflict of interest because the advisor may have an incentive to advise the client to increase the size of the securities issue or modify the derivative for the purpose of increasing the advisor's compensation. OTHER MATERIAL CONFLICTS OF INTEREST The MSRB requires us, as your municipal advisor, to provide written disclosure to you about material conflicts of interest. There are no material conflicts of interest known to Munistat as of the date of this Agreement.