HomeMy WebLinkAbout7776RESOLUTION NO. 7776
A RESOLUTION APPROVING AND DESIGNATING A QUALIFIED ENTITY
TO PROVIDE FINANCIAL UNDERWRITING SERVICES TO THE CITY
WITH RESPECT TO THE HARP BONDS
WHEREAS, the City requested and received seven (7) proposals to provide
financial underwriting services to the City with respect to the HARP Bonds, and
WHEREAS, the proposers were invited to and made presentations to the City
Council on December 8, 1995, and
WHEREAS, the City Council has reviewed the proposals and considered the
presentations made by the proposers, NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that:
SECTION 1
The proposal of Principal Financial Securities, Inc. to provide financial
underwriting services to the City with respect to the HARP Bonds, is hereby
approved and accepted.
SECTION 2
The President, or in his absence, the Vice President of the City Council is
authorized to execute and deliver in the name of the City a Financial
Underwriting Services Agreement substantially incorporating the terms and
provisions of the approved and accepted proposal with such modification thereto
as the President of the City Council, or in his absence, the Vice President and
City Attorney shall approve.
INTRODUCED December 11 1995
BY Fay B. Kastelic
Councilperson
APPROVED
Presi rent or City Council
ATTEST:
city A
FINANCIAL UNDERWRITING SERVICE AGREEMENT
THIS AGREEMENT entered into as of December 12, 1995 between Pueblo, a municipal
corporation, 1 City Hall Place, Pueblo, Colorado, 81003 (the "City ") and Principal Financial
Securities, Inc., 1200 17th Street, Suite 750, Denver, Colorado, 80202 (the "Underwriter ").
WHEREAS, the people of Pueblo have authorized the issuance and sale of not to exceed
$12,850,000 limited tax general obligation bonds for the purpose of financing the City's Historic
Arkansas Riverwalk Project (the "Bonds "), and
WHEREAS, the City desires to engage the services of Underwriter to act as City's fiscal
agent and advisor on matters pertinent to the issuance and sale of the Bonds and Underwriter is
willing to accept such engagement.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants contained
herein, City and Underwriter agree as follows:
1. Underwriter shall provide financial and underwriting services to the City in
connection with the issuance and sale of the Bonds and agrees to perform the following duties
normally performed by such consultants, and to perform such other duties, as in City's and
Underwriter's mutual judgment, may be advisable or necessary:
(a) Assist the City's administration and consulting professionals (if retained by
City) in studies of City's past and future revenues and operating expenses, assets, liabilities and tax
base, and on the basis of such studies and City's needs, to devise and recommend for City's approval
the most advantageous and economical plans of issuance and sale of the Bonds. Such plans shall
set forth details and assumptions based upon such studies and other relevant matters including
maturity schedule and other terms and conditions, such as options of prior payment and the like, as
will result in the issuance of the Bonds under the terms and conditions most advantageous to the City
consistent with minimum costs and effective interest rates and within the parameters and limitations
specified in the voter approved ballot question.
(b) Under the direction and legal advice of a firm of recognized municipal bond
attorneys, Underwriter will assist City in and supervise the steps necessary to be taken in the legal
issuance of Bonds and the final delivery of the Bonds to the purchaser. In this connection, it is
understood that City and Underwriter will mutually retain a firm of recognized municipal bond
attorneys, whose legal services will include rendition of an unqualified approving opinion as to the
legality of the Bonds and tax exempt status of the interest thereon. Selection of underwriter's legal
counsel shall be with the approval of the City.
(c) At such time as it shall be decided to issue said Bonds, Underwriter will
assemble and transmit to the bond attorneys, such data as may be required in the preparation of the
necessary resolutions, ordinances, notices, official statements, certificates and other documents; and
upon preparation thereof, Underwriter will submit such documents to City's governing body for
appropriate action.
(d) Assist City in obtaining ratings and approvals of bond rating agencies and to
advise City of current bond market conditions, forthcoming bond issues and other general
information and economic data which might normally be expected to influence interest rates or
bidding conditions so that the date for the sale of the Bonds can be set at a time which, in the parties'
mutual opinion, will be favorable.
2. In consideration of the services to be performed by Underwriter, City will permit
Underwriter to submit a proposal for the purchase of the Bonds with the understanding and
agreement that the terms of the Bonds, underwriter's discount (not to exceed 0.5% of the par amount
of the Bonds issued, i.e. $5 /1000 bond), interest rate, original issue discount (if any), and price
which the Bonds will bear will be mutually agreeable. Underwriter's proposal shall also include:
Underwriter will establish a local selling group to include selected local firms; Pueblo residents and
banks shall be given preference in purchase of the Bonds; and Underwriter and City will mutually
evaluate and, if feasible, develop a program for the sale of a portion of the Bonds as mini - bonds.
If City accepts Underwriter's proposal to purchase the Bonds, all costs of issuance and Underwriter's
discount will be funded from Bond proceeds or from mark -up in the interest rate to the investor.
Costs of issuance will be mutually agreed upon and approved by City's Director of Finance.
3. If City authorizes the issuance and sale of the Bonds but does not accept
Underwriter's proposal to purchase the Bonds on mutually agreeable terms as set forth in paragraph
2 hereof, Underwriter, as City's Financial Advisor, shall perform the services set forth in paragraph
1 hereof and will assist the City in the public sale of the Bonds upon the following terms and
conditions:
(a) Underwriter will assist in the preparation of an Official Notice of Sale and
a uniform Bidding Form to be furnished by City in the quantity sufficient to permit mailing by City
to a list of prospective bidders which Underwriter will provide.
(b) Underwriter will arrange for necessary legal publications.
(c) City will pay all expenses for the issuance of the Bonds out of bond proceeds
or from mark -up in the interest rate to the investor. All expenses will be mutually agreed upon and
approved by City's Director of Finance. Such expenses shall not include reimbursement for
Underwriter's travel, communication, lodging and meals within the State of Colorado or
Underwriter's costs and expenses of participation in the studies or preparation of plans under
paragraph 1 hereof.
(d) For all services to be performed in relation to such Bond issue, the City will
pay Underwriter a fee which is mutually agreeable but not to exceed $8,995.00.
4. This Agreement constitutes the entire understanding and agreement of the parties and
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may not be amended or modified except by written instrument signed by both parties.
5. This Agreement shall be construed and applied in accordance with Colorado law and
shall be binding upon and inure to the benefit of the City and Underwriter and their respective
successors and assigns, provided Underwriter may not assign this Agreement without the prior
written consent of City.
6. The person executing this Agreement on behalf of Underwriter represents and
warrants that such person and Underwriter are authorized to execute and deliver this Agreement and
that this Agreement constitutes the valid and legally binding obligation of Underwriter and is
enforceable against Underwriter in accordance with its terms.
Executed the day and year first above written.
LM
PUEBLO, A MUNICIPAL CORPORATION
By
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President of the City Council
PRINCIPALFINANCIAL SECURITIES, INC.
Title: t41rP
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