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HomeMy WebLinkAboutResolution 1985-029 RESOLUTION NO. 85-29 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS that: The City Manager be, and is hereby authorized and directed to execute the attached contract with First Southwest Company as the act and deed of the City. PASSED AND APPROVED this 11th day of November, 1985. ~~ Mayor ATTEST: ~/ßK4; ¡J~ ty Sec retary APPROVED AS TO FORM AND LEGALITY: ~~ Attorney November 11, 1985 Honorable Mayor and City Council City of North Richland Hills North Richland Hills, Texas Gentlemen: 1. We understand that you have been authorized to issue $40,000,000 of Bonds for improvements within the City, and that in connection with the authorization, sale, issuance and delivery of bonds you desire this proposal from us to perform professional services in the capacity of Financial Advisors. 2. By this proposal we offer our professional services and our facilities as Financial Advisors and agree to direct and coordinate the entire program of financing herein contemplated, and to assume and pay the expenses hereinafter enumerated. It is understood and agreed, however, that this obligation on our part shall not cover the cost of any litigation. 3. We agree to perform the following duties normally performed by such advisors, and to perform such other duties as, in our judgment, may be necessary or advisable: a. We will make a survey of the City's financial resources to determine the extent of its borrowing capacity. This survey will include an analysis of the existing debt structure as compared to existing and projected sources of income which may be pledged to secure payment of debt service, and where appropriate, will include a study of the trend of the assessed valuation, the City's taxing power, and the present and estimated future taxing requirements. Because the revenues of the Water and Sewer System are to be pledged to repayment of the securities in question, the survey will take into account any outstanding obligations which are payable from the net revenues thereof, additional net revenues to arise from any proposed rate increase, and the additional net revenues as projected by your consulting engineers as a result of the improvements to be financed by the bonds in question. We will also take into account your future financing needs and operations as projected by your staff and/or your consulting engineers and other experts. b. On the basis of the information developed by the survey described in the above and foregoing paragraph, and on the basis of other information and experience available to us, we will submit our recommendations on the financing in question. Our plan will include recommendations as to the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, and any other necessary additional security provisions designed to make the issue attractive to investors. All recommendations will be based on our best professional judgment with the goal of designing bonds which can be sold under terms most advantageous to City; and at the lowest interest cost consistent with all other considerations. c. We will advise you of current bond market conditions, forthcoming bond issues, and other general information and economic data which might normally be expected to influence the interest rates or bidding conditions, so that the date for the sale of the bonds can be set at a time, which, in our opinion, will be favorable. d. We understand you have retained, or will retain, the firm of Dumas, Huguenin, Boothman and Morrow, Dallas, Texas, municipal bond attorneys ("Bond Counsel"), whose fee will be paid by you. We will assist in coordinating the assembly and transmittal to Bond Counsel of such data as may be required for the preparation of the necessary petitions, orders, resolutions, notices and certificates in connection with the election. e. We will coordinate the preparation and submission of the Notice of Sale, the Official Statement, and such other market documents which you may require. We will also supervise preparation of the uniform bid form consistent with the bonds offered for sale. We will submit to you all such offering documents, including the Official Statement, for your proper examination, approval and certification. After such examination, approval and certification, we will furnish you with a supply of such documents and shall mail a set of the same to a list of prospective bidders, and to banks, life, fire and casualty insurance companies, investment counselors and other prospective purchasers of the bonds. We will also supply sifficient copies of the Official Statement to the purchaser of the bonds in accordance with the terms of the Notice of Sale. The cost of preparing, printing and distributing these documents will be paid by you. We will arrange for such reports and opinions of recognized independent consultants which Wp and you deem necessary and required in the successful marketing of the bonds. The fees and charges for such services will be paid by you. f. We will advise financial publications of the forthcoming sale of your bonds and fumish them with the pertinent information. g. We will make recommendations to you on the matter of a credit rating or ratings for the proposed issue and when directed by you shall coordinate the preparation of such information as in our opinion is required for submission to the rating agency or agencies. Any expense incurred in obtaining a rating or ratings will be paid by you. In those cases where the advisability of personal presenta tion of information to the rating agency or agencies may be indicated, we will arrange for the personal presentation. The travel expense of our representatives for such presentation will be paid by us. h. We will assist you at the sale for the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where indicated, and for the purpose of tabulation and comparison of bids, and will advise you as to the best bid, and will provide our recommendation as to acceptance or rejection of such bid. i. As soon as a bid for the bonds shall be accepted by you, we will proceed to coordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as expeditiously as possible. We shall assist you in the preparation or verification of final closing figures, and when requested, will provide suggestions on a program of temporary investment of proceeds, in consultation with Issuer's architect or consulting engineer, consistent with the construction timetable for the project. j. We will act as your agent in arranging for the printing of the bonds, the cost of which will be paid by you. We will attend to their delivery to the Attorney General for approval and the Comptroller of Public Accounts for registration, it being understood that title to and ownership of the printed bonds shall be in the City until they are delivered to the purchaser. k. We will maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization, sale, issuance and delivery of the bonds. Bond Counsel will furnish an unqualified approving legal opinion on the bonds at the time of delivery. I. After closing we will deliver to you a schedule of annual debt service requirements on the obligations being ðelivered to the purchaser. We will furnish to the paying agent or paying agents a copy of the authorizing ordinance. m. We will attend any and all meetings of your governing body, or any representatives thereof, as desired by you, whenever we may be of assistance and the sUbject of financing is to be discussed. 4. In consideration of the services rendered and expenses to be incurred by us, it is understood and agreed that our fee for each issue of bonds will be as follows: Base Fee - Any Issue Plus $9.00 per $1,000 Plus 8.25 per $1,000 Plus 3.85 per $1,000 Plus 2.50 per $1,000 Plus 1. 95 per $1,000 Plus 1. 3 5 per $1,000 Plus 0.85 per $1,000 Plus 0.40 per $1,000 Plus 0.35 per $1,000 Plus 0.25 per $1,000 up to $ next next next next next next next next over 250,000 250,000 500,000 1,500,000 2,500,000 5,000,000 10,000,000 10,000,000 20,000,000 50,000,000 of a total of or a total of or a total of or a total of or a total of or a total of or a total of or a total of or a total of $ 3,000.00 $ 5,250.00 7,312.50 9,237.50 12,987.50 17,862.50 24,612.50 33,112.50 37,112.50 44,112.50 for $ for for for for for for for for 250,000 500,000 1,000,000 2,500,000 5,000,000 10,000,000 20,000,000 30,000,000 50,000,000 The above schedule does not apply to any advance refunding of any of the City's outstanding debt. In the event of an advance refunding, whether or not in conjunction with issuance of new debt, our fee shall be $20,000.00 plus $0.50 per bond issued. Bonds Bonds Bonds Bonds Bonds Bonds Bonds Bonds Bonds 5. In the event any bond election be necessary, if such election shall fail, the fee due us shall be nothing; however, should the same or similar propositions again be submitted to election held within twelve months from the date hereof, then at our option the agreement covered by this proposal shall apply to any such bonds. 6. .It is further understood and agreed that we reserve the right to submit a bid for the bonds when offered for sale. 7. This agreement shall remain in effect for a period of five years from the date hereof provided however, it may be terminated by you upon thirty (30) days' written notice to us. In the event of termination, it is understood and agreed that only the amount due us for services or expenses to date of termination would be due and payable, and that no penalty for cancellation of the contract would be allowed. It is the intent of this provision that our services be satisfactory to you at all times. This proposal is submitted in duplicate originals. When accepted by you, it will constitute the entire agreement between City and the undersigned for the purposes and considerations herein specified. Your acceptance will be indicated by the signature of your authorized officials or representatives on both copies, and the returning of one executed copy to us. Respectfully submitted, FIRST SOUTHWEST COMPANY By 1JCúc~èL Ci :ì\L ç; ~ Senior Vice President ACCEPTANCE Accepted pursuant to Resolution Jl5-J/l adopted by the City Council on this 11 th day of November, 1985. K{;1 ß~ ATTEST: /'I. 7Æ "b'd.tC¿ '/ y (SEAL) ¿~)