Loading...
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 -2- 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 f President of the City Council PRINCIPALFINANCIAL SECURITIES, INC. Title: t41rP 511