Planning and Authorization. Upon request of the Issuer, DIXWORKS will provide estimates of gross and net costs of various financing plans under consideration for capital projects, including tax impact projections for general debt and revenue analysis of enterprise debt. In connection with these studies, DIXWORKS will work with the Issuer to develop the Issuer’s Capital Improvement Plan, and will provide projections, modeling, and the proposed debt impact to the Issuer. When appropriate, DIXWORKS will suggest alternative financing methods, including (but not limited to) revenue-backed financing, borrowing under special legislation, and tax exempt leasing, to the extent that such alternative methods of financing are feasible and suitable for the Issuer. DIXWORKS, working in conjunction with bond counsel or other Issuer counsel, will provide recommended forms of borrowing resolutions, may attend the vote of the authorizing body, and may appear to answer any inquiries of the authorizing body. When appropriate, DIXWORKS will make recommendations as to the content and oversee the drafting by counsel, of any special legislative acts necessary to accomplish the financing. Once the borrowing resolution has been authorized, DIXWORKS will assist the Issuer in obtaining any required State or Federal approvals by attending any appropriate meetings or hearings as may be required.
Preparation of Private Placement Memorandum and Other Offering Documents. When appropriate and when issue maturity and size may permit, DIXWORKS will assist the Issuer in preparing a private placement memorandum or other necessary offering document necessary to complete such financings. The offering statement will contain information and be in such format as prescribed by industry standards for such issue.
Credit Analysis and Ratings. DIXWORKS will analyze the over-all credit conditions of the Issuer including the probable impact of any potential financing plan on the credit rating of the Issuer. DIXWORKS will make credit comparisons with other municipalities of similar size, geographic location, and socio-economic structure when appropriate, and will suggest methods by which perceived credit weaknesses can be improved and what credit strengths can be highlighted. DIXWORKS will meet or engage in discussions with municipal rating agencies to review the Issuer’s economic and financial condition and financing plans. DIXWORKS will assist Issuer Official(s) participating in the rating interview to prepare for meetings with rating agency personnel which may occur at the office(s) of the rating agency(ies).
Facilitate Bidding and Award. DIXWORKS will arrange for electronic and/or computer facilities to receive and analyze each bid in accordance with provisions of the Notice of Sale, including, but not limited to, the Internet platforms Parity® and MuniAuction. Within a reasonable time thereafter, DIXWORKS will provide a complete listing of bids received, details of the winning proposal, and a suggested vote of award by appropriate Issuer officials.
Cash Flow Analysis. DIXWORKS will cooperate with Bond Counsel in the development of cash flows which reflect bond proceeds, other revenues, and grants compared to the expenditure of bond proceeds reflecting anticipated monthly receipts and payments and the amounts available for investment.
Coordinate Certification Services. DIXWORKS will arrange for the physical preparation of securities by bond counsel for book-entry issues and for the authentication of securities by the Issuer’s certifying bank. Bank certification services, when necessary, are normally bid out by DIXWORKS on behalf of the Issuer on a competitive basis unless otherwise directed by the Issuer.
Arrange for Delivery. DIXWORKS will arrange for the assignment of CUSIP (“Committee on Uniform Securities Identification Procedures”) identification numbers where appropriate, for the execution of securities and closing documents by Issuer officials, procurement of bond counsel legal opinion, delivery of securities in New York or another financial center, and payment for the securities.
Secondary Disclosure Unless otherwise directed by the Issuer, DIXWORKS will, on an annual basis, file the Issuer’s Continuing Disclosure Report with the Municipal Securities Rulemaking Board (“MSRB”) EMMA online document repository as required under the terms of the Official Statement, Continuing Disclosure Agreement or other written agreement requiring the filing of a Continuing Disclosure Report. The Continuing Disclosure Report will contain all information and data as required under the terms of the Continuing Disclosure Agreement prepared and executed in connection with the Issuances.
Scope of Services DIXWORKS is not registered with the Securities and Exchange Commission (“SEC”) or the MSRB as a broker-dealer and will not be acting as a broker-dealer with respect to providing the services to the Issuer.
Preparation of Bond Official Statements (including where applicable Preliminary Official Statements). DIXWORKS will assist the Issuer in preparing an official statement which contains such information and in such format as prescribed in the most recently effective Government Finance Officers Association Disclosure Guidelines for Offerings of Securities by State and Local Governments (the “GFOA Guidelines”) and pursuant to the guidelines prescribed in Section 15(c)(2) of the Securities and Exchange Act of 1934 and Exchange Act Rule 15c2-12 (“Rule 15c2-12:”). In rendering such assistance, DIXWORKS will provide the following services, subject to the provisions of Article III herein:
· Receive information concerning the Issuer from officials of the Issuer, and from official or other records of the Issuer;
· Advise the Issuer of the types of other information concerning the Issuer that are available from other governmental sources appropriate to be included in the Official Statement and assist the Issuer by obtaining such information from such other sources;
· Use such information to prepare a draft Official Statement for the note or bond offering. The issuer may prescribe the format in which certain Issuer supplied information is presented in the Official Statement; and
· Review the draft official statement (including, without limitation, the sources of the information therein) with Issuer Official(s), including the Issuer Official(s) who will be attesting to the accuracy and completeness of the information contained therein in the final Official Statement.
Credit Enhancements. DIXWORKS will make recommendations as to the appropriateness of municipal bond insurance for an offering, including providing comparisons of premium costs and interest savings. DIXWORKS will take into consideration the requirements for insurance and likelihood that a particular offering would qualify. When appropriate, DIXWORKS will help Issuer Officials prepare for meetings with bond insurers which may take place in either New York City or at the Issuer's locale. DIXWORKS will also make recommendations as to the appropriateness of other forms of credit enhancements that might be available to the Issuer.
Structuring. DIXWORKS will advise the Issuer on the structuring of debt, including the utilization of multiple purpose issues as defined and allowed under the laws of the State of Connecticut and/or multi-series issuances. Such advice will take into consideration market acceptance, borrowing rates, tax impact, and future borrowing needs and will include recommendations regarding timing and make-up of call, put, and refunding provisions. DIXWORKS will apprise the Issuer of the then current status of the municipal bond market as it relates to the timing of sales, terms of borrowing and varying issue amounts. DIXWORKS will make recommendations as to the method of sale (i.e., competitive bid, negotiated underwriting or private placement) taking into consideration all relevant factors to determine what method of sale best serves the Issuer’s interests, including such factors as issuance expense, market acceptance, and current market interest rates. DIXWORKS will advise on the proper method of advertising a particular offering, including advice as to publication of the notice of sale in the Official Statement. DIXWORKS will arrange for formal presentations regarding the Issuer’s financial condition and/or a particular financing plan to potential underwriters and analysts nationwide.
Coordination of Services. DIXWORKS will provide the Issuer’s paying agent, trustee, registrar and/or escrow agent with all documentation and information regarding a new securities issue as may be reasonably required including detailed debt service schedules. Registration and paying agent, trustee and escrow agent services, when necessary, are normally bid out on a competitive basis unless otherwise directed by the Issuer
Closing Documents. Following the sale and delivery of Issuances, DIXWORKS will provide the Issuer's bond counsel with copies of bids received, debt service schedules, and copies of the final Official Statement for execution by Issuer officials.
Coordinate Vendors. DIXWORKS will arrange for printing of Official Statements, printing of certificates of indebtedness, and publication of notices of sale.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
DIXWORKS LLC will write the Management and Discussion and Analysis (MD&A) portion of the annual audit for those muncipal financial and/or elected officials who have neither the time, the inclination, or expertise to write and structure the MD&A in accordance with the required formal structure. Dennis writes the MD&A for several municipalities, some of which are Financial Advisory clients, and some of which not. He will work with the designated municipal official and the auditor to complete the MD&A in a timely and throroughly professional manner.