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SERVICES\\Capital Markets Advisors – Financial Advisory Services-6-15-2020
RESOLUTION AUTHORIZING ENGAGEMENT OF CAPITAL MARKETS
ADVISORS, LLC TO PROVIDE FINANCIAL ADVISORY SERVICES
RESOLUTION NO.: ______________________________________________________, 2020
INTRODUCED BY: ______________________________________________________
WHO MOVED ITS ADOPTION
SECONDED BY: _______________________________________________________
WHEREAS, by Resolution Nos.: 152,2018 and 131,2019, the Queensbury Town Board
authorized engagement of the services of Capital Markets Advisors, LLC (CMA), formerly known as
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, CMA has offered to render financial advisory services to the Town in conjunction
with the Town’s 2020 Bonds for the amount of $12,500 as set forth in CMA’s May 6, 2020
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 financial advisory services to the Town in conjunction with
the Town’s 2020 Bonds as set forth in CMA’s May 6, 2020 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.
th
Duly adopted this 15 day of June, 2020 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
May 6, 2020
Hon. John F. Strough
Town Supervisor
Town of Queensbury
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 Financial Advisory matters by
Capital Markets Advisors, LLC ("CMA") for the Town's 2020 Bonds.
Financial Advisory
The fee for financial advisory services in conjunction with the 2020 Bonds will be $12,500. The
engagement may include any or all of the following services:
Planning for the Sale
• Meet with Town representatives to determine the Town's goals and objectives for the
financing.
• Review all approved projects with outstanding bond authorizations and any proposed capital
projects to determine which projects will require cash outlays prior to the next anticipated
issuance of debt.
• Meet with the appropriate Town officials overseeing the various capital projects to determine
the cash flow requirements of the projects and the timing of those needs.
• Review current funds of hand from all sources (note borrowing, grant funds, etc.) to
determine amount needed to be borrowed.
• Advise on selection of other members of the financing team, if requested.
• Discuss with bond counsel projects to be financed to ascertain whether there are any federal
tax law issues to be addressed in structuring the transaction.
• Review the Town's recent financial statements for any credit issues.
• Do a preliminary sizing of the debt issuance and project the debt service requirements based
upon the preliminary sizing.
• Examine the impact the debt issuance (based on the preliminary sizing) will have on the
Town's operating budget,particularly the need to increase amount raised from taxation.
• Review the preliminary sizing and its operating budget impact with the appropriate
representatives of the Town. Advise Town representatives of current market conditions and
anticipated market changes.
• Revise, if necessary, the debt sizing in response to meeting with Town officials.
• Analyze the impact of the proposed financing on the Town's debt ratings.
• Develop a schedule for the financing and organize the financing team selected by the Town.
• Review proposed financing schedule with Town officials and distribute timetable and
financing team mailing list to all members.
• Outline the alternative financing mechanisms for Town officials enumerating the benefits
and shortfalls of each alternative. Among the alternatives: notes, fixed rate bonds, variable
rate obligations, competitive bid, negotiated sale, designated and qualified securities, etc.
• Recommend a financing structure that meets the Town's needs while taking advantage of
market preferences.
Pre-Sale Marketing Activities
• Advise the Town regarding the use of book entry securities. Coordinate activities with the
securities depository.
• Put together a financial update package for the rating agencies that highlights the Town's
creditworthiness. Invite the rating agencies for an on-site visit to the Town and arrange the
same, if appropriate.
• Meet with Town representatives and bond counsel to ascertain the information needed to
draft the Preliminary Official Statement. Advise the Town of their obligation under the new
secondary market disclosure requirements of SEC Rule 15c2-12.
• Prepare the draft Preliminary Official Statement and distribute to the appropriate members of
the financing team to review and comment.
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• Revise the draft Preliminary Official Statement incorporating comments of the financing
team and distribute the second draft.
• Solicit price quotes from needed service providers and advise the Town regarding the
selection process. Review the Town's procurement policy to assure compliance.
• Prepare application for bond insurance, if appropriate, and coordinate the application process.
• Prepare required debt statement and assure the same is filed with the Office of the State
Comptroller(bonds only).
• Oversee the printing and distribution of the Preliminary Official Statement, Notice of Sale
and Bid Form to the appropriate underwriters and certain institutional buyers.
• Arrange for the publication of the Notice of Sale in the Town's official newspapers. Also,
list the proposed sale in The Bond Buyer.
Day of Sale
• Attend the bid opening.
• Verify the mathematical calculations in the submitted bids.
• Determine the lowest bid in conformance with State law and recommend acceptance or
rejection of the bid to the Town.
• Advise the winning bidder of the Town's acceptance.
• In the case of level debt service structure, review the principal schedule to assure compliance
with the law. Advise the underwriter of any revisions to the amortization schedule.
Closing/Post-Closing Actions
• Assure the securities are delivered to the securities depository on a timely basis.
• Arrange for the proper transfer of funds at closing. Discuss with the Town plans for the
investment of proceeds.
• Review all closing documents and apprise the Town of requirements they have under the
legal documents.
• Arrange for the printing and delivery of the final Official Statement.
• Meet with the Town to review the requirements of tracking the proceeds for arbitrage
purposes.
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• Prepare the final amortization schedule for the bonds on a project by project basis.
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.
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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
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.
This Agreement may be terminated by either party upon 30 days' notice.
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 John F. Strough
Senior Director, CMA Supervisor
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