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.
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ATTEST:
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(SEAL)
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