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HomeMy WebLinkAbout66-90 RESOLUTIONRESOLUTION NO. 66-90 A RESOLUTION APPROVING THE CONTRACT WITH THE BOND COUNSEL, BROWN & WOOD FOR THE CAPITAL IMPROVEMENTS BOND ISSUE THAT WILL BE TAKEN TO THE VOTERS ON MAY 29, 1990. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVTLLE, ARKANSAS: Section 1. That the Mayor ano City Clerk are hereby authorized and directed to execute a contract with Brown & Wood as bond counsel for the Capital Improvements Bond Issue that will be taken to the voters on May 29, 1990. A copy of the contract authorized for execution hereby is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 17th day of April ATTEST: Bv: APPROVED: B\: , 1990. Mayor I.ROARS APCRAHS OBEPH W ARMBRUST JR NPA FISHER BARRETT NORCW 9 BERKMAN RJCE D BOLANDER MICM•EL BRADLEY CGINA BRTANT-PICLO9 MANN P BRUNO WILLIAM E CARTER DAVID G. CASNOCL4C PHI.IP W CLARY ROBEPT 5 COON JP JOHN M COSTELLO. JR KENNETH 1 COTE ROBEP' J OONATJCCI WA -TER R FCCARD. mew [MEL, FENTON E OWAPC J FINE MICMAC_ L FIT20ERA.0 SHELLY 9 FRICDMAN A J ALEXIS OEJNPS R CHARD L GOARD H OWARD O GODW N.JR MARTIN E GOLD WILLIAM M GOLDMAN ERIC S MAUETER NOT ADMITT BD IN NEW TCRK ROLER a HAWKE C MRISTIAN 5 HCR2ECA THOMAS A HJMPYRETS ALAN L JAKIMO CATH M YAP.AN JOHN L KELLY HENRY 5 KLAIMAN MTCMELL KLEINMAN SUSAN D. LEWIS YLCE JEBOC. OR ENNETH C LIND JOHN • MALMNNON JAMES K MANN NG VICTOR MARRERO RENWICK D MARTIN JAMES B MAT OEP•LD J MCGOVERN ROBERT N. MCKAY CHRISTOPHER B MEAD PET EP J. M CHEL NCNRY 1 MINNEPOP ROBERT L MITCHELL JAMES C LIUPRAV. JOHN M NEWMAN A ROBERT PICTREAK C MILES PRENTICE. II. PALL C PPINGLE JOIN A OUISENBEPPY A CRANE S ROBINSON JR DANIEL M ROSSNEP R'CMAPC D PL CICELY CHARLES J SANDERS HOMER D SCHA•R PALL 0 SELVCR NDRM•N D SLONAKCR THOMAS R SMITH JR. ERIC. D T•SHMAN LAWRENCE C TONOEL PETER -UFO R DONALD TURL NGTON JEFFREY C TWEEDY RICHARD A VAN OJSEN MAY VON HO_LWEG GA L G. WATSON JUDITH WCL:OM KAREL WESTER -NG ROBERT C WIPPERMAN MICHAEL 0 WO./SON CHARLES J JOHN5ON.NR COUNSEL City of Fayetteville, Arkansas 113 W. Mountain Fayetteville, Arkansas 72701 BROWN & WOOD ONE WORLD TRADE CENTER NEW YORK. N Y. 10048 555 CALIFORNIA STREET SAN FRANC SCO, CA 94 04 TELEPHONE' 415-398-3909 TELECOPIER 415-397.462 2 2-839-530C TELEX 12-7324 CABLE ADDRESS BROWCODLAW TELECOPIER 212-63-5599 10900 WILSHIRE BOULEVARD LOS ANGELES.CA 90024 TELEPHONE 23 208 4343 LELECOPIER 23 205 5740 April 16, 199C Attention: Mr. Scott Linebaugh Re: Proposed Sales and Use Tax Capital Improvement Bonds of the City of Fayetteville, Arkansas ONE FARRAGL7 SQUARE SOUTH WASHINGTON. C C 20008 TELEPHONE 202-393.7400 1CLECOPIER 202-393-409 The purpose of this letter is to set forth the services we propose tc offer and responsibilities we propose to assume as bond counsel in connection with the authorization and issuance of Capital Improvement Sales and Use Tax Bonds of the City of Fayetteville, Arkansas. This letter contemplates that the bonds will be issued in more than one 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 and the exclusion or exemption of the interest thereon from federal and state income taxation. As bond counsel, we will examine applicable law; review or prepare, as appropriate, 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) assist in planning the financing and structuring the bond issues and, where appropriate, prepare enabling legislation or constitutional amendments; (2) assist the City cr 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; (3) obtain from governmental authorities such approvals, rulings, permissions and exemptions as bond counsel determines are necessary or appropriate with respect to the issues; (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 the sale of bonds; (6) prepare documentation necessary to allow local interim financing pending issuance of the definitive bonds, if required due to adverse market conditions; (7) assist in selecting a trustee and paying agent for the bonds and prepare any related documentation required by the trustee; (8) supervise printing and delivery of bonds; (9) assist with and prepare for rating agency hearings, if desired, including attendance at meetings and follow-up on any detailed information requested; and (10) undertake any required legal research, correspondence and preparation of memoranda or other documents related tc the issuance of the bonds or the planning and construction of the projects as required. Subject tc the completion of proceedings to our satisfac- tion, we will render our opinions to the effect that: (1) the City is duly created and validly existing as a body corporate and public instrumentality of the State of Arkansas with authority to adept the Resolutions, perform the agreements on its part contained therein and issue the bonds; 2. (2) the Resolutions have been duly adopted by the City and constitute valid and binding obligations of the City enforceable against the City (subject to laws affecting creditors' rights and applicable principles of equity which may be expressed in the opinions); (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 City and are valid and binding special obligations of the City, 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 opinions); and (6) the bends are exempt from registration under the Securities Act cf 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 is exchanged for its 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 bend 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 City 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. :n rendering the opinions, we will rely upon the certified proceedings and other certifications cf 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 City, 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 City 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 3. this transaction. Our representation of the City does not alter our responsibility to render an objective opinion as bond counsel. For our services as bond counsel, we will expect to be compensated at cur normal hourly rates for time actually spent, but our fee will not exceed an anount equal to .00182 of the aggregate face amount of the bonds issued and payment of our fee will be contingent upon the issuance of bonds. In addition, we will expect to be reimbursed for all out-of-pocket expenses, including travel costs, photocopying, deliveries, long-distance telephone charges, filing fees and other necessary office disbursements. Our fee and disbursements shall be paid within 30 days of the Closing cf each issue upon our submitting our statement therefor to the City. 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. Accepted and Approved: City of Fayetteville, Arkansas By : _6z reel Date: % (Title) LA!7, /SSd 4. BROWN & WOOD, Bond Counsel By: ES ri 1rri it `T I LLE THE CITY OF FAYETTEVILLE ARKANSAS DEPARTMENTAL CORRESPONDENCE TO: Contract/Lease/Grant Review Persons FROM: Scott C. Linebaugh, Assistant City Manager DATE: April 19, 1990 SUBJECT: Review of Attached Contract between The City of Fayetteville and Brown and Wood Please review attached contract between the City of Fayetteville and the law firm of Brown and Wood for bond counsel. I appreciate your assistance. City Attorney r Contract/Lease Review ficer fi� Su �rviso o r rnai Auditor J SCL/kaf EXHIBIT A i? ,A --' "so Date I1 Laoiso Date L`i -23.- `h) Date • • r - " 16 '90 07: 57PM BROWNS.•.; OL OYNDARB APLRANO JODLNN W. AITM.RYn, JR. AMRA PI{M(R•6ANNeTT 6. ULNNMAN SWYC! D. 6OLANOCR a.NIOMALL ORADLEV 0101NA {RYANT4P161.00 PRANK N WRUNG WILLIAM 6. CARTna O AVIL O. CA{NOCMA P HILIP W. OLARR ROLtfT D. COOK, JN ANN M.6OCTKLO.JP. NLNN!TM T. tOTC 1100104T 0. DONATYCCI omega P. 6CGRDT MI?CS•LL /6NTO11 IOVMRD J. NINE MICMAeL L,TITIOLRALO L M6610/ 0, T11160MAN A.0.AI61M{ OELINA{ RIOHARD L.00AP0 N OWARO 0 GODWIN. JO. MARTIN 1.000 WILLMM M. GOLDMAN CPIC S. NWLT.R 1WOT ANITTIO IN NEW TORN O O4f11 J NAWNE OMR,GTIAN L. Mtt2EG TNoMA6 A. NYM NMNLY{ MAN L.J•RIMO CANNY M. KAMAN JON. L. N6LLv MENNY a NLAIMAI. MM•CHtLL RLVIMMAN L YLu1 0 LtWIt I Lee WeMOLT. JR. C. LINO J OHN AYNRINNOM JAMES NMANNING MOTOR LMPNSRO REMWIOR 0. MARTIN JAMCG L NO OLRALO J, WCOVURN ROOLf' N. LNMAT OMRILTORMEP e. MGD Prim J. MICMEL R sin ODOM MOSCOW' L.M,TCMuLL e MYRRA,* JOHN N. MLWMAW A. R06.RT PItTR2AK L. MILL$ RP6M710E,111 AAYL 0. PRIMOLt JOHN A. OUItINLCRRV A. PPAMCI11POe1N00N.JR. DAM16L M, NODSMLR • N ICMAND 0. CHARLC• J. SANDBAG NOMLO PLteM GVeN UL0.OWAO MA JL 0, 1115LV!ves NONMAM 0. s TOMAL P. {MItMI JP E PPIC TAE MMN A LAWRCMCII C. TONDO. RLTta TUFO W. DONALD TYRLINOTOM Je Ir1T6T 0 Twiggy RICHAPO A. VAN MAO MAR VON MOLLWCO G1L 0 WATSON JUDITH WCLCOM WLOTCRLINO MUM C. WIPPCRMAM NICMALL O.WOLr6ON JOHN 6, EYCCOTTI J, iO1010014 J51. City of Fayetteville, Arkansas 113 W. Mountain Fayetteville, Arkansas 72701 BROWN & WOOD ONE WORLD TRADE CENTER New YORK, N. Y. 10048 CIE-890-S3O0 TOWN IC -7804 CALLS AOORCLO: BMOWOODLAW TCLCCOPILD: 212.0,18.0600 M1 oAurpWM LTRitr LLM rRwumOO, G. DMO• TCLLAIONO.16.6{e.LOt. TELE0011101v1L40••66 10000 MLLMIIIE 60Y1JM1RD 1011•RILL{E.CA LOCM f6L6nION1514•e00•.e.D Ttsecan tt10-L0LJTA0 April 16, 1990 .2/12 DN11 g011.0u7 LOuar LGUTM WNINGTON, 0 040004 TEL2MON6'f!• 000• MOO Tnat0011515i01.a0•TA00 Attention: Mr. Scott Linebaugh Re: Proposed Sales and Use Tax Capital Improvement Bonds of the City of Fayetteville, Arkansas The purpose of this letter is to set forth the services we propose to offer and responsibilities we propose to assume as bond counsel in connection with the authorization and issuance of Capital Improvement Sales and Use Tax Bonds of the City of Fayetteville, Arkansas. This letter contemplates that the bonds will be issued in more than one 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 and the exclusion or exemption of the interest thereon from federal and state income taxation. As bond counsel, we will examine applicable law; review or prepare, as appropriate, 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 .• .7aR 16 '90 07:58PM BROLN'4&ICCD P.3-:2 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) assist in planning the financing and structuring the bond issues and, where appropriate, prepare enabling legislation or constitutional amendments; (2) assist the City 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; (3) obtain from governmental authorities such approvals, rulings, permissions and exemptions as bond counsel determines are necessary or appropriate with respect to the issues; (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 the sale of bonds; (6) prepare documentation necessary to allow local interim financing pending issuance of the definitive bonds, if required due to adverse market conditions; (7) assist in selecting a trustee and paying agent for the bonds and prepare any related documentation required by the trustee; (8) (9) desired, detailed supervise printing and delivery of bonds; assist with and prepare for rating agency hearings, if including attendance at meetings and follow-up on any information requested; and (10) undertake 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 projects as required. Subject to the completion of proceedings to our satisfac- tion, we will render our opinions to the effect that: (1) the City 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. 1 RPR 16 '90 07:5c=" E-ROWIJ`lW00J (2) the Resolutions have been duly adopted by the City and constitute valid and binding obligations of the City enforceable against the City (subject to laws affecting creditors' rights and applicable principles of equity which may be expressed in the opinions); (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 City and are valid and binding special obligations of the City, 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 opinions); 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 is exchanged for its 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 City 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 City, 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. Ir. performing our services as bond counsel, our client will be the City 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 • =t 16 '90 07:59PM ES3.A::aWOOD P.5•12 this transaction. Our representation of the City does not alter our responsibility to render an objective opinion as bond counsel. For our services as bond counsel, we will expect to be compensated at our normal hourly rates for time actually spent, but our fee will not exceed an amount equal to .00182 of the aggregate face amount of the bonds issued and payment of our fee will be contingent upon the issuance of bonds. In addition, we will expect to be reimbursed for all cut -of -pocket expenses, including travel costs, photocopying, deliveries, long-distance telephone charges, filing fees and other necessary office disbursements. Our fee and disbursements shall be paid within 30 days of the Closing of each issue upon our submitting our statement therefor to the City. 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. Accepted and Approved: City of Fayetteville, Arkansas BY: AAC01;7 17 4‘ti (=tie) Date: .Ari] :7, 1990 BROWN & WOOD, Bond Counsel By: yt^ •01.16M.t