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HomeMy WebLinkAbout55738 FIRST SOUTHWEST COMPANY LLC - CONTRACT - SOLE SOURCE - FIRST SOUTHWEST COMPANY LLCSERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and FIRST SOUTHWEST COMPANY, LLC referred to as "FIRSTSOUTHWEST hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for financial consulting services. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit "A", consisting of one (1) page and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. A general scope of services is attached hereto as Exhibit "B", consisting of four (4) pages, and incorporated herein by this reference. The only services authorized under this agreement are those which are performed after receipt of such Work Order. b. The City may, at any time during the term of a particular Work Order and without invalidating the Agreement, make changes within the general scope of the particular services assigned and the Service Provider agrees to perform such changed services. 2. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall commence August 12, 2015 and shall continue in full force and effect until August 11, 2016 unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be Service Agreement - Work Order Type Page 1 of 15 1. Method of Sale. Evaluate the particular Financing being contemplated, giving consideration to the complexity, market acceptance, rating, size and structure in order to make a recommendation as to the method of sale. a. If the Financing is to be sold by an advertised competitive sale, FirstSouthwest will: (1) Arrange for and supervise the sale of the Financing; (2) Arrange for the delivery of information to prospective bidders and electronic bidding sites, and facilitate prospective bidders' efforts in making timely submission of proper bids; (3) Assist the staff of the City in coordinating the receipt of bids, the tabulation and comparison of submitted bids, and the receipt of good faith deposits; and, (4) Advise the City regarding the best bid and provide advice regarding acceptance or rejection of the bids. b. If the Financing is to be sold by negotiated sale, FirstSouthwest will: (1) Assist the City in identifying and selecting one or more investment banking firms, subject to City's final approval, to act as managing underwriters for the purpose of negotiating the purchase of the Financing; (2) Review the pricing of comparable transactions, represent the City in negotiating the final terms and interest rates with the selected underwriters, and advise the City as to the fairness of the price offered by the underwriters; and, (3) Assist in the review of a bond purchase contract, underwriters' agreement, or other related documents. c. If the Financing is to be completed using another method, including direct funding with commercial or governmental lenders, FirstSouthwest will provide all services necessary to complete the transaction consistent with its role as Financial Advisor to the City. 2. Financing Documents. First Southwest will cooperate with and assist the City and its counsel in connection with their efforts to prepare all necessary financing documents, including an Official Statement. 3. Credit Ratings. Make recommendations to the City as to the advisability of obtaining a credit rating, or ratings, for the Financings and, when directed by the City, coordinate the preparation of such information as may be appropriate for submission to the rating agency, or agencies. In those cases where the advisability of personal presentations of information to the rating agency, or agencies, may be indicated, FirstSouthwest will arrange for such personal Service Agreement — Work Order Type SS 2015 — FirstSouthwest Page 10 of 15 presentations by representatives of the City. 4. Trustee, Paving Agent, Registrar. Upon request, assist the City in the selection of a Trustee and/or Paying Agent/Registrar for the Financings, and assist in the negotiation of agreements pertinent to these services and the fees incident thereto. 5. Financial Publications. When appropriate, advise various financial media outlets of the forthcoming sale of the Financings and provide them with all pertinent information. 6. Independent Accountants. In the event the formal verification by an independent accountant of any calculations incident to the Financings is required, make arrangements for such services. 7. City Meetings. Attend meetings of the governing body of the City, its staff, representatives or committees as requested when FirstSouthwest may be of assistance or service and in the discussion of the Financings. 8. Printing and Posting. To the extent authorized by the City, coordinate and arrange for the printing or electronic posting of the Official Statement, Notice of Sale, and any related offering documents. 9. Bond Counsel. Maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization, sale and issuance of the Financings, and provide financial information and yield calculations needed by Bond Counsel to achieve compliance with any federal or state law requirements. 10. Changes in Laws. As FirstSouthwest, in the ordinary course of its business, becomes aware of any proposed or enacted changes in federal or state laws, rules, or regulations which are expected to have a significant effect on the municipal bond market, it will advise the City of the possible effects on the City's debt programs. FirstSouthwest does not and may not act as an attorney for the City, or provide legal advice or services to the City. 11. Delivery of Financings. When the terms of a Financing are accepted by the City, FirstSouthwest will assist in the closing procedures, and will prepare or verify the final closing details incident to the delivery of funds to complete the Financing. 12. Repayment Schedule; Authorizing Resolution. After the closing of the sale and delivery of a Financing, deliver to the City a schedule of annual payment requirements and, in coordination with Bond Counsel, assure that the paying agent/registrar and/or trustee has been provided with a copy of the authorizing ordinance or resolution. C. Other Services. FirstSouthwest may provide services to the City other than those described above. Any engagement to provide other services is subject to the further agreement by City and FirstSouthwest regarding the compensation, if any, to be paid for such services, and is also subject to the rules of the MSRB and SEC which govern the activities of Municipal Advisors. These services may include the investment of funds; the purchase of securities; Service Agreement — Work Order Type SS 2015 — FirstSouthwest Page 11 of 15 assistance with the City's post -issuance practices and compliance procedures; arbitrage rebate compliance services; responses to legal processes, audit procedures, inquiries, or internal reviews; or other financial services. It is understood and agreed that FirstSouthwest is a duly licensed broker/dealer and is affiliated with First Southwest Asset Management, LLC. ("FirstSouthwest Asset Management'), a duly registered investment advisor. The City may, from time to time, utilize the broker/dealer services of FirstSouthwest and/or the investment advisory services of FirstSouthwest Asset Management with respect to matters which do not involve or affect the financial advisory services referenced in this Agreement. The terms and conditions of the engagement of FirstSouthwest and/or FirstSouthwest Asset Management to provide such services shall be determined by mutual agreement at the time such services are requested. In any instance wherein FirstSouthwest may become entitled to receive fees or other compensation in any form from a third party with respect to these investment activities on behalf of City, we will disclose to City the nature and, to the extent such is known, the amount of any such compensation so that City may consider the information in making its investment decision. Service Agreement — Work Order Type SS 2015 — FirstSouthwest Page 12 of 15 EXHIBIT C COMPENSATION This Schedule of Charges is for a Comprehensive Financial Advisory Engagement as described in the Statement of Work, under which the Financial Advisor is expected to participate in and provide advice as requested on all facets of the City's capital planning, debt management, debt structuring, selection of underwriters or lenders, transaction management, and marketing of debt or other financial obligations. I. Retainer for Ongoing Consulting Services. A retainer fee of nine hundred dollars ($900) per quarter will be paid at the end of each quarter during the term of the agreement, beginning on September 30, 2015. II. Transaction Fees. A Transaction Fee will be paid by the City to the Financial Advisor at the completion of each Financing, according to the following benchmarks, for any fixed-rate general obligation, sales tax revenue, or utility revenue obligations: Transaction Fee Guidelines: Issues of $10,000,000 or less: $ 19,500 (minimum) A $30,000,000 issue: $ 34,500 A $50,000,000 issue or greater: $ 44,500 (maximum) For certain Financings which are completed as a direct loan from a governmental agency, there may be less time spent on marketing the issue, and the transaction fee may be reduced. For certain COPs, development transactions, variable rate transactions, or other transactions which may involve additional complexity and/or an increased time commitment, the transaction fee may be increased. A final Transaction Fee amount will be agreed to in writing or by e-mail in conjunction with the marketing of each Financing. III. Transaction Fees. When authorized by the City, a discounted hourly billing rate will be charged as follows for services of a consulting nature which are not related to a specific Financing ("Consulting Services"): Senior Vice Presidents Discounted Hourly Rate: $300 Vice Presidents $250 Assistant Vice Presidents $150 Associate/Analyst $100 Invoices for Consulting Services shall be submitted monthly, and shall include a breakdown of tasks, hours, and other allowable charges. If approved in advance by the City, the Financial Advisor will be reimbursed within 45 days by the City for reasonable documented out-of-pocket expenses such as air travel, overnight lodging, and hosted conference calls undertaken in providing the Services to the City Service Agreement— Work Order Type SS 2015 — FirstSouthwest Page 13 of 15 EXHIBIT D INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Service Agreement— Work Order Type SS 2015 — FirstSouthwest Page 14 of 15 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and, unless prohibited by law, shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. Notwithstanding the foregoing, the obligation to return information shall not apply to information required to be retained by law or document retention policy, or information retained automatically as part of a computer back-up, recovery or similar system, all of which may be retained, but subject to the terms of this Agreement. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Service Agreement— Work Order Type SS 2015 — FirstSouthwest Page 15 of 15 provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 6. Early Termination by City/Notices. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be mailed at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following address: Service Provider: FirstSouthwest Attn: James Manire 8055 E Tufts Ave., Ste 500 Denver, CO 80237 City: City of Fort Collins Attn: John Voss PO Box 580 Fort Collins, CO 80522 Copy to: City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate, fee schedule and reasonable reimbursable expenses attached hereto as Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. Payment shall be made by the City only upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. 9. City Representative. The City's representative will be shown on the specific Work Order Service Agreement — Work Order Type Page 2 of 15 and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extend that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the city. 13. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of this Agreement. 14. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt Service Agreement— Work Order Type Page 3 of 15 of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 16. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representative, successors and assigns of said parties. 18. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the city. 19. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. Service Agreement — Work Order Type Page 4 of 15 20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction such holding shall not invalidate or render unenforceable any other provision of this Agreement. 21. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1) Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2) Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1) Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department') made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. Service Agreement — Work Order Type SS 2015 — FirstSouthwest Page 5 of 15 f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 22. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit E - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Service Agreement — Work Order Type SS 2015 — FirstSouthwest Page 6 of 15 THE CITY COP FIORT (MLLIMS, COLORADO M Purchasing Director DATE: q / y l 1(3 ATTEST: City Clerk` ie)c 7 J SEAL APPROVED AS TO FORM: Assistant City Attorney FIRST SOUTHWEST COMPANY, LLC By: Hill A. Feinberg Chairman and Chief Eutive A Manire Vice President Service Agreement— Work Order Type SS 2015 — FirstSouthwest Page 7 of 15 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND FIRSTSOUTHWEST DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Services Agreement and this work order (including the attached forms) the Services Agreement shall control. The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. SERVICE PROVIDER Date: CITY OF FORT COLLINS By: Project Manager Date: By: Gerry Paul Purchasing Director (over $60,000.00) Date: Service Agreement— Work Order Type SS 2015 — FirstSouthwest Page 8 of 15 EXHIBIT B GENERAL SCOPE OF SERVICES Upon the request of an authorized representative of the City by issuance of a Work Order similar to Exhibit A, FirstSouthwest agrees to perform the financial advisory services stated in the following provisions. A. Financial Planning. At the direction of City, FirstSouthwest shall: 1. Capital Improvement Planning. Provide advice and assistance in the development of capital improvement planning undertaken by the City. As requested, provide advice and assistance in the development of other long-range financing plans of the City. 2. Review and Analysis. FirstSouthwest will review the existing debt and credit rating of the City, and will also monitor the markets and advise the City on the potential benefits of refinancing any existing debt obligations. In anticipation of any new Financing, conduct a review of the financial resources of the City to determine the extent of its capacity to authorize, issue, and service any new Financings which may be contemplated. If requested by the City, the review will include: a review of the net pledged revenues available for the payment of debt service; estimate review of any additional revenues projected by the City from any proposed rate increases; and, a review of any additional revenues which may be projected by the City (and by consulting engineers employed by the City) as a result of any improvements to be made with the proceeds of the Financings under consideration. 3. Future Financings. Consider and analyze the effects of future financing needs as projected by the City's staff, consulting engineers, or other experts employed by the City. 4. Recommendations for Financings. On the basis of the information developed by the review described above, and any other information provided by the City, provide recommendations regarding the Financings under consideration, including such elements as the date of issue, interest payment dates, schedule of principal maturities, prepayment options, security provisions, and such other provisions which may enhance marketability to investors or lenders while achieving the objectives of the City. All recommendations will be consistent with the goal of designing the Financings to be completed on terms which are advantageous to the City, including achieving the lowest interest cost consistent with all other considerations and objectives of the City. 5. Market Information. Advise the City of current bond market conditions, economic data, market supply, and other considerations which might normally be expected to influence interest rates or bidding conditions. Advise the City in selecting a sale date for the Financings based on the outlook for favorable market conditions and the City's timing requirements. 6. Elections. In the event it is necessary to hold an election to authorize the Financings then under consideration, FirstSouthwest will assist in the City and its legal counsel in developing the financial data and disclosures needed for election petitions, notices, ballot resolutions, and other legal requirements. B. Debt Management and Financial Implementation. At the direction of City, FirstSouthwest shall: Service Agreement - Work Order Type SS 2015 — FirstSouthwest Page 9 of 15