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SERVICES\Capital Markets Advisors—Formerly Environmental Cap-Financial Advisory Services-4-15-19
RESOLUTION AUTHORIZING ENGAGEMENT OF CAPITAL MARKETS
ADVISORS, LLC TO PROVIDE FINANCIAL ADVISORY SERVICES
RESOLUTION NO.: ,2019
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, by Resolution No.: 152,2018, the Queensbury Town Board authorized
engagement of the services of Environmental Capital LLC 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, Environmental Capital LLC has merged with Capital Markets Advisors, LLC
(CMA) and CMA has offered to again render these financial advisory services to the Town at an
hourly rate scale depending on the staff requirements of$175 - $250 per hour, plus documented
out-of-pocket expenses and CMA's fee for its Continuing Disclosure Services to be $2,500 per year
as set forth in CMA's April 2,2019 engagement letter presented at this meeting,and
WHEREAS,the Town Budget Officer recommends the engagement of CMA,
NOW,THEREFORE,BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes engagement of Capital
Markets Advisors, LLC (CMA) to provide the financial advisory services delineated in the
preambles of this Resolution and as generally set forth in its April 2, 2019 engagement letter
presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board authorizes and directs the Town Budget Officer to
amend the Town Budget and/or take any actions necessary to provide for payment of such services
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 engagement letter in substantially 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 15t11 day of April,2019 by the following vote:
AYES :
NOES :
ABSENT:
_ _ 11 Grace Avenue, Suite 308
Great Neck, New York 11021
Phone: 917-439-3078
rmccarthy@capmark.org
CapitalMarketsAdvisors,LLC
April 2, 2019
Hon. John F. Strough
Town Supervisor
742 Bay Road
Queensbury,NY 12804
Re: Provision of Financial Advisory Services
Dear Supervisor Strough:
I am pleased to submit this letter to the Town of Queensbury (the "Town") to serve as our
agreement for services to be provided to the Town regarding general Financial Advisory by
Capital Markets Advisors, LLC ("CMA").
General Financial Advisory
CMA will provide ongoing Financial Advisory and Consulting services to the Town, principally
regarding the issuance of debt. Such services will be provided at the direction of the Town.
Other areas in which advice may be provided include other investments, investment programs,
economic forecasts and other financial matters. CMA will be compensated for such services at
an hourly rate scale depending on the staff requirements of $250.00- $175.00 per hour, plus
documented out-of-pocket expenses.
Specifically,the following individuals will be charged at the following hourly rates:
Richard McCarthy,President $250/hour
Janet Morley $200/hour
Analysts $175/hour
The Town and CMA may agree upon a fixed fee for a given task, such amount to be negotiated
at the time that the Town directs CMA to execute the task.
This Agreement will continue until terminated by either party upon 30 days' notice.
Continuing Disclosure
The Town is obligated to provide certain information and publish that information on the
Electronic Municipal Market Access ("EMMA") website maintained by the Municipal Securities
Rulemaking Board under several Continuing Disclosure Agreements ("CDAs") to which it is a
party and that were executed in connection with the certain of its bond and note issues:
SERVICES PROVIDED REGARDING ANNUAL CONTINUING DISCLOSURE
SUBMISSION
Annual Information Filings
1. CMA will conduct an annual compliance review with the Town. This review will
describe the information that the Town has agreed to provide and the dates by which the
information is due. Under the Continuing Disclosure Agreements this information
consists of the Town's Audited Financial Statements and an update to the information
supplied in certain sections of the Town's Official Statements as set forth in the CDA that
provides certain information regarding the Town.
2. CMA will contact the Town on or about April 1 of each year to conduct the review and to
begin the process of information collection.
3. CMA will review EMMA filings to ensure that the Town complies with all obligations
posted on EMMA.
4. CMA will assist the Town in assembling the required information.
5. CMA will post the required information on EMMA.
Event Filings
1. Upon notification by the Town, CMA will file Notices for any of the Events listed in the
CDAs for which the Town has undertaken to provide Notice. The Town has agreed to
provide such Notices within 10 business days of their occurrence.
a) principal and interest payment delinquencies;
b) non-payment related defaults, if material;
c) unscheduled draws on debt service reserves reflecting financial difficulties;
d) unscheduled draws on credit enhancements reflecting financial difficulties;
e) substitution of credit or liquidity providers, or their failure to perform;
f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
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TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax-exempt status of the Bonds;
g) modifications to rights of Bondholders, if material;
h) Bond calls, if material;
i) tender offers;
j) defeasance of the Bonds or any portion thereof;
k) release, substitution, or sale of property securing repayment of the Bonds, if
material;
1) rating changes;
m) bankruptcy, insolvency, receivership or similar event of the Town;
n) consummation of a merger, consolidation, or acquisition involving the Town, or
the sale of all or substantially all of the assets of the Town, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such action or termination of a definitive agreement relating to any such actions,
other than pursuant to its term, if material; and
o) appointment of a successor or additional trustee or the change of name of a
trustee, if material.
2. CMA will review the Events that require notice as part of the annual compliance review.
3. The MSRB has recently added two new items for required disclosure. You do not have
to report on these unless or until you do another bond issue at which time you will be
required by the underwriters to execute a new continuing disclosure agreement with the
two new events added.
The Town may choose to provide notice of the occurrence of certain other events in addition to
those listed above, if the Town determines that any such other event is material with respect to
the outstanding Bonds.
The responsibility for complying with the terms of the CDAs and the Disclosure
Undertakings will be solely that of the Town. CMA accepts no responsibility for the
timeliness or the accuracy of the Annual Information Filings or the Event Notices. The
only responsibility of CMA under this Agreement is to assist the Town in compiling the
required information and in submitting it for posting on EMMA.
CMA's fee for its Continuing Disclosure Services will be $2,500 per year.
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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 the 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.
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 and any governmental approvals necessary for the performance of this agreement
have been obtained.
Required Regulatory Disclosure
Municipal Securities Rulemaking Board ("MSRB") Rule G-1 0 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; (iii) 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
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.
MSRB Rule G-42 requires that municipal advisors, including CMA, inform their clients as to
any conflicts of interest that may exist that could impact the client. To the best of our knowledge
and belief, neither CMA nor any registered associated person has any material undisclosed
conflict of interest that would impact CMA's ability to service the Town.
Independent Contractor
CMA hereby acknowledges and agrees that its status under this Agreement will be that of an
independent contractor. CMA and its officers, agents and employees shall not represent
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themselves as Town employees to any third party, nor shall they make any claim to the Town, or
to any other person or entity, for benefits or privileges granted to Town employees, including but
not limited to, Unemployment and Workers Compensation benefits. CMA further acknowledges
and agrees that the Town shall not take any deductions or withholdings from CMA's
compensation to pay federal or state taxes, or any other assessment, cost, expense or obligation
which CMA or its officers, employees or agents may incur as a result of CMA receiving
compensation pursuant to this agreement.
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.
If these terms are satisfactory to the Town, please execute this letter in the space provided below
and return one copy of it to me.
Payment of CMA's compensation is due within 30 days of receipt of CMA's invoice following
the closing of the financing.
IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the day and year
first set forth on the first page hereof.
///&
Richard N. McCarthy
Senior Director, CMA Town of Queensbury
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