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4.2 4.2 SERVICESTapital Markets Advisors—Financial Advisory Services 2024—11-20-2023 RESOLUTION AUTHORIZING ENGAGEMENT OF CAPITAL MARKETS ADVISORS, LLC TO PROVIDE FINANCIAL ADVISORY SERVICES RESOLUTION NO.: 92023 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by prior Resolutions the Queensbury Town Board authorized engagement of Capital Markets Advisors, LLC (CMA) to provide financial advisory services in conjunction with any bond issue as well as continuing disclosure submission and general financial advisory services as requested and directed by the Town, and WHEREAS, the Town Budget Officer has recommended engagement of CMA for continuing disclosure financial services for 2024 at a cost of $2,600 as set forth in CMA's Financial Advisory Services Agreement(Agreement)presented at this meeting, and WHEREAS, should the Town Budget Officer and/or Town Board request any other financial services from CMA during 2024 (currently not anticipated), the fees for such services shall be as set forth in the Agreement, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes engagement of Capital Markets Advisors, LLC (CMA)to provide continuing disclosure financial advisory services for 2024 at a cost of $2,600, with fees for any additional financial services, should the Town request them from CMA, to be as delineated in CMA's Financial Advisory Services Agreement(Agreement)presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the Town Budget and/or take any actions necessary to provide for payment of services to CMA from the appropriate Town account(s), and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the Agreement substantially in the form presented at this meeting and the Town Supervisor and/or Town Budget Officer to take any other actions necessary to effectuate the terms of this Resolution. Duly adopted this 20t'day of November, 2023 by the following vote: AYES NOES ABSENT: F 11 Grace Avenue, Suite 308 _ _= Great Neck, New York 11021 Phone: 51&487-9815 _ = rtortora @capmark.org CapitalMarketsAdvisors.LLC Financial Advisory Services Agreement This Agreement has been entered into this day of . 2023 by and between the Town of Queensbury, New York ("Town") and Capital Markets Advisors, LLC ("CMA"), a limited liability company created under the laws of the State of New York and having its principal place of business at 11 Grace Avenue, Suite 308, Great Neck, New York 11021 . Section 1 Financial Advisory Services CMA will provide the following services in connection with bond, note and lease financings (the "Issue"), undertaken by the Town during the term of this Agreement. 1 .01 Discuss plan of financing to include structure for debt issuance, talking into consideration such factors as State Building aid, local resources, market conditions, budget constraints, projected repayment requirements and future capital needs. 1 .02 Make presentations to the Board and members of the public concerning the debt issuance process, the credit rating process, interest rates and the budget Impact resulting from the debt issue, at the Town's request. 1 .03 Prepare or assist in the preparation of financing documents, as required by the Town, including but not limited to: term sheet, official statement, notice of sale and bid sheet, request for a credit rating, request for municipal bond insurance, DTC Letter of Representations, debt statement and pre-sale or post-sale analysis, if requested. 1 .04 Recommend alternative financing methods and use of credit enhancement when appropriate. 1 .05 Maintain relationships with the credit rating agencies, coordinate presentations as needed and conduct presentation preparation as necessary. 1 .06 Upon the request of the Town, CMA will assist the Town in the selection of other service providers necessary to conduct each Issue including but not limited to bond counsel, rating agencies, bond insurers, underwriters, trustee, verification agent and financial printer, if appropriate. 1 .07 Prepare and maintain a financing schedule, cost of issue for refunding transactions, list of participants, and take such other actions requested by the Town to efficiently manage each Issue in order to meet the Town's objectives. 1 .08 Participate in the sale of the debt and confirm net interest cost or true interest cost calculation. 1 .09 Assist with the closing of the Issue and verify receipt of Issue proceeds. 1 .10 Prepare and file required Continuing Disclosure and material event notices as required by SEC Rule 15c2-12. Capital Markets Advisors, LLC t Section 2 Compensation 2.01 For CMA's performance of services on behalf of the Town as described in Section 1 hereof, CMA's fees, some of which are contingent on an issue closing, will be as follows: = For a new money bond issue: a base fee of $9,500 plus $0.50 per $1 ,000 of bonds issued a For note issues: a base fee of $4,760 plus $0.25 per $11000 of notes issued For note issues sold with a Term Sheet and without an Official Statement: $3,500 • For Continuing Disclosure inclusive of any required Material Event Notices: $2,600 annually, and • For services unrelated to a bond or note issuance: an hourly fee of $185 per hour 2.02 The Town will pay normal issuance costs such as printing, distribution, postage, photocopying, overnight delivery, Bond Counsel, rating agency and other associated expenses. 2.03 Payment of CMA's compensation is due within 30 days of receipt of CMA's invoice following the closing of the financing. Section 3 Term of Agreement The term of this Agreement shall be from the date hereof to December 31 , 2024. Section 4 Disclosure CMA does not assume the responsibilities of the Town, nor the responsibilities of the other professionals and vendors representing the Town, in the provision of services and the preparation of financing documents for financings under this agreement. CMA accepts the relationship of trust and confidence established between it and the Town. CMA agrees to furnish its best skill and judgment in the performance of its services in the most expeditious and economical manner consistent with the interests of the Town. Information obtained by CMA, either through its own efforts or provided by the Town, included in the financing documents, or otherwise provided to the Town, is by reason of experience and professional judgment, believed to be accurate; 'however, such information is not guaranteed by CMA. However, nothing in this paragraph shall relieve CMA from liability due to negligence or want of due diligence in the performance of its services. Section 5 Required Regulatory Disclosure Municipal Advisor Regulators Municipal Securities Rulemaking Board ("MSRB") Rule G-10 requires that municipal advisors, including CMA, provide to their clients the following information once each calendar year: (i) CMA is registered as an independent municipal advisor with the MSRB and the US Securities and Exchange Commission ("SEC"); (ii) CMA is subject to the regulations and rules on municipal advisory activities established by the SEC and MSRB; (W) the website for the MSRB is www.msrb.org and the website for the SEC is www.sec.gov and (iv) in addition to having educational materials about the municipal securities market, the MSRB website has a municipal Capital Markets Advisors, LLC 2 advisory client brochure that describes the protections that may be provided by the MSRB rules and how to file a complaint with the appropriate regulatory authority. Conflicts of Interest Disclosure CMA is an MSRB Registered Municipal Advisor that conducts all municipal advisory activities subject to the fiduciary standards of conduct. MSRB Rule G-42 requires that municipal advisors disclose to their clients any actual or potential material conflict of interest, including certain categories of potential conflicts of interest Identified in Rule G-42, if applicable. If no such material conflicts of interest are known to exist, municipal advisors are required to provide a written statement to that effect. To the best of CMA's knowledge and belief, neither CMA nor any associated person has any material undisclosed conflict of interest. • CMA has no financial interest in, nor does CMA receive any undisclosed compensation from, any firm or person that CMA may use in providing any advice, service, or product to or on behalf of any CMA client. • CMA does not pay contracted MSRB registered solicitors or other MSRB registered municipal advisors directly or indirectly in order to obtain or retain an engagement to perform municipal advisory services for any municipal entity. CMA does not receive any payments from a third party to enlist CMA's recommendation of services, municipal securities transactions, or any municipal financial product or service. • CMA does not have any fee-splitting arrangements with any provider of investments or services to any municipal entity. • CMA may have conflicts of interest arising from compensation for municipal activities to be performed that are contingent on the size or closing of such transaction for which CMA is providing advice. This potential conflict of interest exists if CMA should fail to get paid for its work on a transaction in the event that transaction does not close. Given the wide diversity of CMA's clients and sources of revenue, we do not believe that the contingent nature of CMA's compensation in this agreement creates a material conflict of interest. • CMA services a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of other municipal clients. These other clients may, from time to time and depending on specific circumstances, have competing interests, such as accessing the market with the most advantageous timing. in acting in the interests of its various clients, CMA could potentially face a conflict of interest arising from these competing client interests. However, none of these other engagements or relationships would impair CMA's ability to fulfill its regulatory duties to its municipal clients. • There are no other actual conflicts of Interest that could reasonably be anticipated to impair CMA's ability to provide advice to any municipal entity in accordance with the standard of fiduciary conduct. Information Regarding Legal Events and Disciplinary History Disclosure MSRB Rule G-42 requires that municipal advisors provide to their Gients certain disclosures of legal or disciplinary events material to the client's evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. • CMA and two of its Associated Persons are currently subject to a legal event that could be material to a client's evaluation of the Firm. CMA's Form MA and Form MA-Is for each of the Firm's Associated Persons are posted in the Edgar Database located on the U.S. Securities and Exchange Commission's website (www.sec.q ). • CMA has made a legal event disclosure on its Form MA and two of its Associated Persons' Form MA-I's filed with the U.S. Securities and Exchange Commission. Capital Markets Advisors, LLC 3 Future Supplemental Disclosures As required by MSRB Rule G42, these disclosures may be supplemented or amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described, or to provide information with regard to any legal or disciplinary events. CMA will provide its municipal clients with any supplement or amendment as it becomes available throughout the terms of each agreement or contract. Section 6 Binding Effect All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this agreement shall be interpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this agreement shall remain in full force and effect. Each party hereto represents and warrants that this agreement has been duly authorized and executed by it and constitutes its valid and binding agreement. Section 7 Modification and Termination This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time in writing by mutual consent of the parties. Either the Town or GMA can terminate this agreement, with or without cause, on thirty (30) days written notice to the other without incurring any further liability hereunder. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year set forth below. CAPITAL MARKETS ADVISORS, LLC TOWN OF QUEENSBURY, NEW YORK Richard Tortora By: President Name: Title: Capital Markets Advisors, LLC �