Res 1994-022 - Laserfiche WebLink

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78 PROPOSAL AND AGREEl\1ENT For FINANCIAL ADVISORY SERVICES By and Between -- CITY OF SAN MARCOS And FIRST SOUTHWEST COMPANY . . It is understood that the City of San Marcos, (the "Issuer"), will have under consideration from time to time the authorization and issuance of indebtedness in amounts and forms which cannot presently be determined and that in connection with the authorization, sale, issuance and delivery of such indebtedness of the Issuer, First Southwest Company ("FSWC") has been requested to submit a proposal to provide professional services to the Issuer in the ~capacity of Financial Advisor ("Financial Advisor"). FSWC is pleased to comply with this request and submit the following proposal for consideration. This proposal, if accepted by the Issuer, shall become the agreement (the" Agreement") between the Issuer and FSWC effective at the date of its acceptance as provided for herein below. 1. This agreement shall apply to any and all evidences of indebtedness or debt obligations that may be authorized and issued or otherwise created or assumed by the Issuer - (hereinafter referred to collectively as the "Debt Instruments") from time to time during the period in which this Agreement shall be effective. , 2. FSWC agrees to provide its professional services and its facilities as Financial Advisor and agree to direct and coordinate all programs of financing as may be considered and authorized during the period in which this Agreement shall be effective and to assume and pay those expenses set out in Appendix A, provided, however, that FSWC's obligations to pay expenses shall not include any costs incident to litigation, mandamus action, test case or other similar legal actions. 3. FSWC agrees to perform the following duties normally performed by such financial advisors and all other duties as, in our judgment, may be necessary or advisable: a. FSWC will conduct a survey of the financial resources of the Issuer to determine the extent of its capacity to authorize, issue and service debt. This survey will include an analysis of the existing debt structure as compared with the existing and projected sources of revenues which may be pledged to secure payment of debt service and, where appropriate, will include a study of the trend of the assessed valuation, taxing power and present and future taxing requirements of the Issuer. In the event revenues of existing or projected facilities operated by the Issuer are to be pledged to repayment of the Debt Instruments then under consideration, the survey will take into account any outstanding indebtedness payable from the revenues thereof, additional revenues to be available from any proposed rate increases and additional revenues, ¡ as projected by consulting engineers employed by the Issuer, resulting from improvements to I be financed by the Debt Instruments under consideration. FSWC will also take into account I -- future financing needs and operations as projected by the Issuer's staff and consulting engineers or other experts, if any, employed by the Issuer. b. On the basis of the information developed by the survey described above, and other information and experience available to FSWC, FSWC will submit to the Issuer its recommendations on the Debt Instruments under consideration including such elements as the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, 1