Documents › Board of Education, 2026-08-27

bid 4 pages

Also attached to this agenda item: CMA Croton Harmon Schools Retainer Clarification... CMA Response to RFP 2025-26 R03 for Fiscal Advisor... Capital Markets Advisors 2026-2027 Bid Award, RFP 2025-26 R03 Fiscal Advisor RFP 2025-26 R03 Tally sheet rfp opening (73 KB)

Capital Markets Advisors, LLC 1 Financial Advisory Services Agreement This Agreement has been entered into this ___ day of __________, 2026 by and between Croton-Harmon Central School District ("District") 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 District during the term of this Agreement. 1.01 Discuss plan of financing to include structure for debt issuance, taking 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 District’s request. 1.03 Prepare or assist in the preparation of financing documents, as required by the District, 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 District, CMA will assist the District 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 District to efficiently manage each Issue in order to meet the District'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. 11 Grace Avenue, Suite 308 Great Neck, New York 11021 Phone: 516-487-9815 rtortora@capmark.org Capital Markets Advisors, LLC 2 Section 2 Compensation 2.01 For CMA's performance of services on behalf of the District as described in Section 1 hereof, CMA’s fees, some of which are contingent on an issue closing or its size, will be as follows: Service Years 1& 2: 2026-27 & 2027-28 Years 3, 4 & 5 2028-29, 2029-30, and 2030-31 Bond Issues (per issuance) $8,500 base + $0.50 per $1,000 bonds issued over $3 million $8,650 base+ $0.52 per $1,000 bonds issued over $3 million Note Issues (per issuance) $4,900 base + $0.25 per $1,000 notes issued over $3 million $5,000 base + $0.25 per $1,000 notes issued over $3 million Capital Leases (per transaction) $6,250 base + $0.50 per $1,000 $6,250 base + $0.50 per $1,000 Continuing Disclosure (Annual)* $2,200 $2,300 Hourly Rate (other services) $ 195 $ 200 *Includes Material Events OR An annual retainer of twenty thousand ($20,000) dollars paid quarterly on the 15th of September, December, March and June, each year, in the amount of five thousand ($5,000) dollars for all bond, note and lease financings and Continuing Disclosure. The retainer does not include special projects, such as State aid assistance. The $20,000 annual retainer would compensate CMA in each of the District’s next five, fiscal years, commencing in FY2027, for all bond, note and lease financings issued by the District, as well as all required Continuing Disclosure filings made on the MSRB’s EMMA website by CMA on behalf of the District. The annual retainer would not include special projects worked on by CMA personnel during the five-year term of the agreement, such as completion of the District’s Multi-Year Financial Plan, and State Aid assistance, which includes updating the District’s Debt and Aid Model. CMA would be compensated for those services at the hourly rates stated above. There would be an increase to the retainer commencing in the District’s 2029 fiscal year based on the Consumer Price Index for the prior, calendar year. 2.02 For refunding bond issues, the fee will be negotiated with the District and is dependent on par amount, number of series of bonds being refunded and number of series of refunding bonds to be issued. 2.03 The District will pay normal issuance costs such as printing, distribution, postage, photocopying, overnight delivery, bond counsel, rating agency and other associated expenses. 2.04 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 July 1, 2026 through June 30, 2031. Section 4 Responsibilities of Parties Capital Markets Advisors, LLC 3 CMA does not assume the responsibilities of the District, nor the responsibilities of the other professionals and vendors representing the District, 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 District. 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 District. Information obtained by CMA, either through its own efforts or provided by the District, included in the financing documents, or otherwise provided to the District, 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 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. ▪ A municipal advisor, including CMA, that is compensated via a contingency fee agreement, has a material conflict of interest arising from compensation for municipal advisory activities performed that are contingent on the size or closing of such transaction for which it is providing advice. This 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. Contingency fee agreements are not uncommon or illegal, but the inherent, material conflict of interest that results from such an agreement must be disclosed to the client. ▪ 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, 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. Capital Markets Advisors, LLC 4 Information Regarding Legal Events and Disciplinary History Disclosure MSRB Rule G-42 requires that municipal advisors provide to their clients 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’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.gov). ▪ CMA last made a material legal event disclosure on its Form MA and two Form MA-I’s filed with the U.S. Securities and Exchange Commission in December 2024. Future Supplemental Disclosures As required by MSRB Rule G-42, 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 District or CMA 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 CROTON-HARMON CSD Richard Tortora Richard Tortora By:________________________________ President Name: _____________________________ Title: ______________________________