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)