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HomeMy WebLinkAbout132-89 RESOLUTION• • • • • •ee • RESOLUTION NO. 132-89 A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH WALLACE. DOVER & DIXON AS BOND COUNSEL. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF {r AYETTEVILLE , ARKANSAS: Section 1. That the Mayor and City Clerk are hereby authorized and directed to execute a contract with Wallace, Dover & Dixon as bond counsel regarding the proposed issuance of the Capital Improvement Revenue Bonds. A copy of the contract authorized for execution hereby is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 19th day of December APPROVED: e:i"'. :By ��/ e• 471. ''y Co r. _ Fly. AGM \ cp. r' BY: Lei..e.��✓77)/ Mayor 1989. • WART C. wALLACE P HILIP C CRON EOWMO L DILLON. JR. ODN ARAM • JOHNR CLAYTON JOHN LISLE THOMAS 5. STONE nut 1.415G5 GREGORY 5. GRAHAM J. BRUCE CROSS HAROLD H. BIMPSON 'RUSSELL GUNTCR 1 - JOSEPH N PORUS SCOTT T VAUGNN CHARLES W. RCYNOLOS CHARLES E. 514TH I JOHN 5. PEACE ANNE OWINGS WILSON CARaYH 5, wITHCRSPOON W. DEAN OVERSTREET D ARYL O. RANEE DONNA SMITH OALCHUS GARY 5. ROGERS HEARTSALL RAUCH.111 JNTCE ••. VAYGMN W MCIIAEL REIT W VW 6. PAUL J. CAL McWTLNM DRNO A. COUCH POSRT N. FREEMAN JANES R. FENDER FIELD R. WAS ON. JR. NARK E. HAMPTON NLD( C DORTON O. JOM 4E GREEN LTNDA MONCVMNIER JOHNSON KATHLEEN R. SPANDON SUZANNE AMMO M. ONRICN CrOUINM TEAM TOLLETT HARRIS RAT14L2FN A. HILLEM. MMR D. FSTER 0 COUNSEL W.W AC( JEWELL RRES P. RHODE..111 ALSO AMRTED IN 1 TEXAS 2 DISTRICT OF COLu1451.4 City of Fayetteville • WALLACE, DOVER & DIXON ATTORNEYS AT LAW A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS 425 WEST CAPITOL STREET SUITE 3800 LITTLE ROCK. ARKANSAS 72201 TELECOPIER.(11OI 1375-0454 (501) 375-9151 JOE T. ROSINSCH uv219371 December 5, 1989 Attention: Mr. Scdtt Linebaugh JOSEPH HOSE RIOS N04E5 (159O19B41 (am, RE: Proposed Issuance of Capital Improvement and Revenue Bonds, City of Fayetteville, Arkansas WASHINGTON OFFICE JAMFS T. PITTs • 1400 LSTREET. N.W. WASHINGTON. D.C. 20005 1.20.21 371.801E3 TELEX 44O574 INTLAW 111 TELECOPIER 12021 371-5950 CROSSETT OFFICE RICHARD EARL GRIFFIN PAUL RUNWATER GANT M. DRAPER NLLT J. HUBBELL LINDA R. SYNMOTT 310 MAIN STREET • CROS•ETT. AR 71635 15011 354-2111 FORT SMITH OFFICE MUGOSWAN. JR. BRUNWICN PLACE. SUITE D 101 NORTH IO•H STREET FORT SMITH, AR 72901 TELECOPIER 15011 753-SECO 15011 7113420O FAYETTEVILLE OFFICE DAM wESTIERCKM 0055. JR. 70 NORTH COLLEGE STREET OREER PLAZA. SURE 2 FAYETTEVILLE. AR 72701 TELECOPIER (5004420400 500 444-05511 The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above -referenced bonds (the "Bonds") by the City of Fayetteville (the "Issuer"). This letter contemplates that the bonds will be issued in more than one issue, therefore, the responsibilities we propose to assume shall apply to each such issue. Bond counsel is engaged as a recognized expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of bonds. As' bond counsel, we will: examine applicable law; prepare the resolutions, indentures or ordinances authorizing and securing the Bonds (the "Resolutions") and other authorizing. documents; consult with the parties to the transaction prior to the issuance of the Bonds; revi_w certified proceedings; and undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinions that: (1) the Issuer is duly created and validly existing as a body corporal,. and public instrumentality of the State of Arkansas with authority to adopt the Resolutions, perform the agreements on its part contained therein and issue the Bonds; eceive 5.02 WALLACE, DOVER & DIXON 5.03 (2) the Resolutions have been duly adopted by the Issuer and constitutes valid and binding obligations of the Issuer enforceable upon the Issuer; (3) the Resolutions create valid liens on the funds or assets pledged by the Resolutions for the security of the Bonds on a parity with other bonds (if any) issued or to be issued under the Resolutions; (4) the Bonds have been duly. authorized, executed and delivered by the Issuer and are valid andbinding special obligations of the Issuer, payable solely from the sources provided therefor in the Resolutions; (5) the interest paid on the Bonds will be: (i) excluded from gross income for federal income tax purposes, and (ii) exempt from Arkansas income taxes (subject to certain limitations which may be expressed in the opinion); and (6) the Bonds are exempt from registration under the Securities Act of 1933 and Arkansas securities law and the Resolutions are exempt from qualification under the Trust Indenture Act of 1939. Each opinion will be executed and delivered by us in written form on the date each issue of the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to that particular financing; specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the Issuer or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded from gross income for federal income tax purposes. In rendering the opinions, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. We do not review the financial condition of the Issuer, the feasibility of the projects to be financed with the Bond proceeds, or the adequacy of the security provided to Borid owners, and we will express no opinions relating thereto. In performing our services as bond counsel, our client will be the Issuer and we will represent its interests. We assume that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. Our representation of the Issuer does not alter our responsibility to render an objective opinion as bond counsel. 2 WALLACE, DOVER & DIXON As bond counsel, we will not assume or undertake responsibility for the preparation of an Official Statement or any other disclosure document with respect to the Bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. However, if a disclosure document will be adopted or approved by the Issuer, our responsibility will include the preparation or review of any description therein of: (i) Arkansas and federal law pertinent to the validity of the Bonds and the tax treatment of interest paid thereon, (ii) the terms of the Bonds, and (iii) our opinion. For our services as bond counsel, we will expect to be compensated at our normal hourly rates (ranging from $90.00 to $135.00 depending on personnel) for time actually spent. In addition, we will expect to be reimbursed for all out-of-pocket expenses, including travel costs, (other- than automobile travel between Little Rock and Fayetteville), photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements on a monthly basis. Our fee shall be paid at the Closing of each issue out of Bond proceeds, and we will submit statement therefor at that time. Regardless of the amount of actual charges for our services calculated on an hourly basis, we agree that the total fees for issuance of the Bonds shall not exceed an amount equal to .00175% of the aggregate face amount of the Bonds. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files. We look forward to working with you. WALLACE DOVER & DIXON, Bond Coynsel d ,/ BY: Accepted and Approved: City of Fayetteville, Arkansas BY: ITS: DATE: 3 EXHIBIT A [Title] 5.04 LARRY C. WALLACE nVIREL. D. DOVER _ PHILIP E. DIXON DON F. HAMILTON JOHN R. CLAYTON JOHN LISLE THOMAS 5. STONE STEVE L. MOOS ORCOORT B. GRANADA J. BRUCE CROSS HAROLD N. SIMPSON RUSSELL GUNTER P JOSEPH M. PURVIS SCOTT T. VAUGHN CHARLES W. REYNOLDS CHARLES E. SMITH' JOHN S. PUCE ANNE OWINOS WILSON CAROLYN B. WITHERSPOON WM. DEAN OVERSTREET DARYL G. RA CY DONNA SMITH GALCHUS GARY B. ROGERS MCMI06 . WAGON. IH JAMICE W. VAUGHN W. MICHAEL. REP DAVID 0. PAUL J. CAL MCCASTLMN MND A. COL/CH ROBERT M. FREEMAN JAMES R. PCNDER FIELD R. WASSOI. JR. MARK F. MMIVTON NJEM C meson 0. JERCME ORCEN LYNDA MONLIIMKER JOHNSON KATHLEEN R. BRANDON SUZANNE ANTLET M. DARREN OOUINN TERRI TOUETT MHOS KATHLEEN A HILLEGAS MONTE D. ESTES OF COUNSEL W. HORACE JEWELL JAMES R. 110140.3E5.111 ALSO ADMITTEDIN 1 TEXAS 2 DISTRICT OF COLUMBN WALLACE, DOVER & DIXON ATTORNEYS AT LAW A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS 425 WEST CAPITOL STREET SUITE 3800 LITTLE ROCK, ARKANSAS 72201 TELECOPIER (500 3752464 (5011 375-9151 • December 13, 1989 JOC T. ROBINSON City of Fayetteville 113 W. Mountain Fayetteville, Arkansas 72701 Attention: Mr. Scott Linebaugh JOSEPH HOUSE WILLIS HOLMES /169519541 116991076/ WASHINGTON orruCE JAMES T. RTTS. 1400 L STREET. M.W. WASHINGTON. D.C. 20005 12021 371-5993 TELEX A40374 INTLAW UI TELECOPIER 12021 371.6950 CROSSETT OFFICE RICHARD LAKE OHFFIN PHIL RAP MATER GARY M. DRAPER BILLY J. HUBBELL LINDA K. SMNO'T 310 MAIN STREET CROSSETT. AR 7.635 (5011 364-2111 FORT SMITH OFFICE MUOO SWAN. JR. BRUNWICK PLACE. SUITE D IO NORTH I OT. STREET FORT SMITH. AR 72901 TELECOPIER 15011 763-6200 (501 / 7634320D FAYETTEVILLE OFFICE DAVID WESTBROO{ DOSS. JR. 70 NORTH COLLEGE STREET GREER PLAZA. SUITE 2 FAYETTEVILLE AR 72701 TELECOPIER (5011442.0406 (6011 44 0-613513 RE: Proposed Issuance of Capital Improvement and Revenue Bonds, City of Fayetteville, Arkansas The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above -referenced bonds (the "Bonds") by the City of Fayetteville (the "Issuer"). This letter contemplates that the bonds will be issued in more than one issue, therefore, the responsibilities we propose to assume shall apply to each such issue. Bond counsel is engaged as a recognized expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of bonds. As bond counsel, we will: examine applicable law; prepare the resolutions, indentures or ordinances authorizing and securing the Bonds (the "Resolutions") and other authorizing documents; consult with the parties to the transaction prior to the issuance of the Bonds; review certified proceedings; and undertake such additional duties as we deem necessary to render the opinion. We further undertake to perform the following functions as a part of our representation:. (1) assisting in planning the financing and structuring the bond issue and, where appropriate, preparing enabling legislation or constitutional amendments; (2) assisting the Issuer or others in various aspects of preparing the Official Statement or any other disclosure document to be disseminated in connection with the sale of the bonds; • WALLACE, DOVER & DIXON (3) obtaining from governmental authorities such approvals, rulings, permissions, and exemptions as bond counsel determines are necessary or appropriate with respect to the issue; (4) advise and assist in planning the procedures and documentation necessary for utilizing the bond proceeds for the proposed projects; (5) advise and assist in planning for sale of bonds; (6) prepare bond resolution, indenture, and related documents; (7) prepare documentation necessary to allow local interim financing pending issuance of the definitive bonds, if required due to adverse market conditions; (8) assist in selecting a trustee and paying agent for the bonds and prepare any related documentation required by the trustee; (9) supervise printing and delivery of bonds; (10) assist with and prepare for rating agency hearings, if desired, including attendance at meetings and follow-up on any detailed information requested; and (11) any required legal research, correspondence, and preparation of memoranda or other documents related to the issuance of the bonds or the planning and construction of the project as required. Subject to the completion of proceedings to our satisfaction, we will render our opinions that: (1), the Issuer is duly created and validly existing as a body corporate and public instrumentality of the. State of Arkansas with authority to adopt the Resolutions, perform the agreements on its part contained therein and issue the Bonds; (2) the Resolutions have been duly adopted by the Issuer and constitutes valid and binding obligations of the Issuer enforceable upon the Issuer; (3) the Resolutions create valid liens on the funds or assets pledged by the Resolutions for the security of the Bonds on a parity with other bonds (if any) issued or to be issued under the Resolutions; WALLACE, DOVER & DIXON (4) the Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special obligations of the Issuer, payable solely from the sources provided therefor in the Resolutions; (5) the interest paid on the Bonds will be: (i) excluded from gross income for federal income tax purposes, and (ii) exempt from Arkansas income taxes .(subject to certain limitations which may be expressed in the opinion); and (6) the Bonds are exempt from registration under the Securities Act of 1933 and Arkansas securities law and the Resolutions are exempt from qualification under the Trust Indenture Act of 1939. Each opinion will be executed and delivered by us in written form on the date each issue of the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to that particular financing; specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the Issuer or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded from gross income for federal income tax purposes. In rendering the opinions, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. We do not review the financial condition of .the Issuer, the feasibility of the projects to be financed with the Bond proceeds, or the adequacy of the security provided to Bond owners, and we will express no opinions relating thereto. In performing our services as bond counsel, our client will be the Issuer and we will represent its interests. We assume that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. Our representation of the Issuer does not alter our responsibility to render an objective opinion as bond counsel. In the event the Bonds fail to be marketable or in the event the rate of interest payable on the Bonds is above the normal market rate range for similar bonds, solely because our opinions are not deemed acceptable in the bond market, we shall obtain, at our cost, bond counsel opinions from another recognized bond counsel to remedy such situation. If is specifically understood, however, that our opinions and their affect on the marketability WALLACE, DOVER & DIXON and rate on the Bonds shall be judged in comparison with the opinions of other recognized bond counsel in the State of Arkansas. For our services as bond counsel, we will expect to be compensated at our normal hourly rates. (ranging from $90.00 to $135.00 depending on personnel) for time actually spent. In addition, we will expect to be reimbursed for all out-of-pocket expenses, including travel costs, (other than automobile travel between Little Rock and Fayetteville), photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements on a monthly basis. Our fee shall be paid at the. Closing of each issue out of Bond proceeds, and we will submit statement therefor at that time. Regardless of the amount of actual charges for our services calculated on an hourly basis, we agree that the total fees for issuance of the Bonds shall not exceed an amount equal to .00175% of the aggregate face amount of the Bonds issued, and that payment of our fees will be contingent upon the issuance of Bonds. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files. We look forward to working with you. WALLACE DOVER & DIXON, Bond Co el BY: Accepted and Approved: City of Fayetteville, Arkansas BY: ITS: DATE: 4 [Title)