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HomeMy WebLinkAbout80-00 RESOLUTIONRESOLUTION NO. 80-00 MICROFILMED A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LETTER OF ENGAGEMENT WITH WRIGHT, LINDSEY & JENNINGS FOR ATTORNEY SERVICES ON THE FINANCING OF THE NEW LIBRARY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS• Section 1. That the City Council hereby authorizes the Mayor and City Clerk to execute the Letter of Engagement with Wright, Lindsey & Jennings, for attorney services on the financing of the new library. A copy of the letter is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 6th day of June , 2000. APPROVED: By: ATTEST: By: oodruff, City Cl Fre Hanna Mayor • NAME OF FILE: • 11 - CROSS REFERENCE: Date Contents of File Initials „ eV exi i-. 1 r % cifa EDWARD L. WRIGHT (1903-1077) ROBERT 5. LINDSEY (1913.1991) ISAAC A. SCOTT. JR. JOHN G. LICE GORDON S. RATHER. JR. TERRY L. MATHEWS DAVID M. POWELL ROGER A. GLASGOW C. DOUGLAS BUFORD. JR. PATRICK J. GOSS ALSTON JENNINGS, JR. JOHN R. TISDALE KATHLYN GRAVES M. SAMUEL JONES III JOHN WILLIAM SPIVEY III LEE J. MULDROW N.M. NORTON CHARLES C. PRICE CHARLES T. COLEMAN JAMES J. GLOVER EDWIN L. LOWTHER. JR. CHARLES L. SCHLUMBERGER WALTER E. MAY GREGORY T. JONES H. KEITH MORRISON BETTINA E. BROWNSTEIN WALTER McSPADDEN ROGER D. ROWE NANCY BELLHOUSE MAY 411 EXHIBIT A WRIGHT, LINDSEY & JENNINGS LLP ATTORNEYS AT LAW Honorable Fred Hanna, Mayor City of Fayetteville 113 West Mountain Street Fayetteville, Arkansas 72701 RE. 200 WEST CAPITOL AVENUE SUITE 2200 LITTLE ROCK, ARKANSAS 72201-3699 (501) 371-0808 FAX (501) 376-9442 www.wIJ.com OF COUNSEL ALSTON JENNINGS RONALD A. MAY M. TODD WOOD Writer's Direct Dial No. 501-212-1310 jsplvey@wlj.com June 5, 2000 JOHN D. DAVIS JUDY SIMMONS HENRY KIMBERLY WOOD TUCKER RAY F. COX. JR. TROY A. PRICE PATRICIA SIEVERS HARRIS JAMES M. MOODY, JR. KATHRYN A. PRYOR J. MARK DAVIS CLAIRE SHOWS HANCOCK KEVIN W. KENNEDY JERRY J. SALLINGS FRED M. PERKINS III WILLIAM STUART JACKSON MICHAEL D. BARNES STEPHEN R. LANCASTER JUDY ROBINSON WILBER BETSY MEACHAM KYLE R. WILSON C. TAD BOHANNON MICHELE SIMMONS ALLGOOD KRISTI M. MOODY J. CHARLES DOUGHERTY M. SEAN HATCH PHYLLIS M. MCKENZIE ELISA MASTERSON WHITE JANE M. WEISENFELS ROBERT W. GEORGE J. ANDREW VINES JUSTIN T. ALLEN Honorable Louis Gottsponer President, Fayetteville Library Board Fayetteville Public Library 272 East Dickson Street Fayetteville, Arkansas 72701 Proposed City of Fayetteville, Arkansas Library Financial Proposals Gentlemen: On behalf of Wright, Lindsey & Jennings LLP, we want to express our appreciation to you for previously selecting our firm to serve the City of Fayetteville ("City") as bond counsel in connection with its proposed Library Construction and Improvement Bonds. It is our understanding from conversations with Mr. Rose, City Attomey, that an alternative method of finance is now under consideration by the City and, accordingly, we are submitting this proposed letter of engagement in modification of our existing letter of engagement dated March 6, 2000. We understand that the City may choose to finance the Library Improvements through the levy of a local sales and use tax of limited duration (the "Sales Tax"), if approved by the electors of the City. We look forward to the opportunity to work with you and your staff and other members of the City administration in formulating a sound financing plan for the proposed capital improvements. We view our role to be that of counselor and advisor to you in connection with the documentation, issuance and delivery of the Bonds, or, the completion of the alternative method of finance. We will prepare all ordinances, indentures, resolutions and other documents necessary to the authorization and approval of the bond issue, or the temporary Sales Tax, including election documents. Upon request, a representative of our firm will be in attendance at all public meetings at which matters pertinent to your consideration of the Bonds or the Sales Tax are discussed. 180834-v1 A Err E,U&A6 rt x 55 • • WRIGHT, LINDSEV it JENNINGS LLP June 5, 2000 Page 2 You have requested that we enter into a definitive fee arrangement with the City in connection with the proposed special counsel engagement. We are prepared to enter into such an agreement and would suggest that the fee arrangements be structured as follows: 1. Our proposed fee for serving as bond counsel in connection with the issuance of the Bonds, based on the anticipated size of approximately $20 million, would be $35,000.00. In the event the actual amount of bonds issued exceeds or is less than the estimated size for the bond issue by more than $3,000,000, we would negotiate a mutually acceptable adjustment to the proposed fee. Similarly, if the Bonds are issued in more than one series, we would request an appropriate adjustment to the fee based upon the additional fixed costs incurred through the issuance of bonds in multiple series. You should incur no obligation to pay our fees unless and until the Bonds are sold and delivered to the Purchaser. 2. In the event the underwriter you have selected requests that we also prepare the disclosure documentation (the Preliminary and Final Official Statements), sale document (Bond Purchase Agreement), and Continuing Disclosure Statement, we would add an additional $5,000.00 to the fee quoted above. 3. In the alternative, our proposed fees for serving as special counsel to the City in the authorization and levy of the Sales Tax would be based upon a flat hourly rate of $200 per hour for all attorneys who perform legal services for the City in connection with the completion of the engagement. Our fees would be payable irrespective of whether the question of the levy of the Sales Tax is ever actually submitted to the electors at a special or general election, or whether the Sales Tax is ultimately approved by the voters. We would submit monthly statements, payable monthly, as the engagement progresses toward completion. 4. If, for any reason, the City becomes involved in litigation challenging the validity of the Bonds, the proceedings necessary to the issuance of the Bonds, or the election of the Sales Tax, or any other matter which would impact our ability to deliver our unqualified approving opinion in connection with the sale and delivery of the Bonds, or the election of the Sales Tax, and the City requests that we act as counsel in such litigation, we would negotiate an appropriate charge for our services in that action. 5. Finally, we would expect to be reimbursed on a dollar -for -dollar basis for our out-of- pocket expenses for such things as photocopying, express mail, long distance telephone service, facsimile transmissions, travel outside the City of Little Rock, the binding of transcripts, and any and all litigation expenses. With respect to the Bond Issue, we agree that our charges for these expenses will not, in any event, exceed $3,500.00 per series of bonds. We would expect to be reimbursed for these expenses whether or not the Bonds are actually issued. 190934-v1 • • WRIGHT, LINDSEY 8 JENNINGS LLP June 5, 2000 Page 3 We are prepared to discuss and negotiate a reasonable alternative fee structure or modification to the proposals outlined in this letter. If the foregoing proposals are acceptable, we ask only that you approve a copy of this letter in the space provided below and return the same to us. If further modification of these proposals is desired, we ask that you contact us after reviewing the proposed fee structure to discuss any requested changes or modifications. Once again, it is a privilege and an honor to be selected to serve as bond counsel to the City of Fayetteville in connection with the proposed Bonds and as special counsel in connection with the Sales Tax proposal. We look forward to serving you in this capacity. Sincerely yours, WRIGHT, LINDSEY & JENNINGS LLP JWS/Jlh 180834-v1 VV J14- William Spivey III • WRIGHT, LINDSEV & JENNINGS LLP June 5, 2000 Page 4 ACCEPTED this 6 day of June, 2000. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor FAYETTEVILLE PUBLIC LIBRARY BOARD B cc. Ms. Louise Shaper Mr. Brian Swain 180834-v1 EDWARD L. WRIGHT (1003-1077) ROBERT S. LINDSEY (1913-1901) ISAAC A. SCOTT, JR. JOHN G. LILE GORDON S. RATHER, JR. TERRY L. MATHEWS DAVID M. POWELL ROGER A. GLASGOW C. DOUGLAS BUFORD. JR. PATRICK J. GO$S ALSTON JENNINGS, JR. JOHN R. TISDALE KATHLYN GRAVES M. SAMUEL JONES III JOHN WILLIAM SPIVEY III LEE J. MULDROW N.M. NORTON CHARLES C. PRICE CHARLES T. COLEMAN JAMES J. GLOVER EDWIN L. LOWTHER. JR. CHARLES L. SCNLUMBERGER WALTER E. MAY GREGORY T. JONES H. KEITH MORRISON BETTINA E. BROWNSTEIN WALTER McSPADDEN ROGER O. ROWE NANCY BELLHOUSE MAY • • WRIGHT, LINDSEY & JENNINGS LLP ATTORNEYS AT LAW Honorable Fred Hanna, Mayor City of Fayetteville 113 West Mountain Street Fayetteville, Arkansas 72701 RE: 200 WEST CAPITOL AVENUE SUITE 2200 LITTLE ROCK, ARKANSAS 72201-3699 Writer' (501) 371-0808 FAX (501) 376-9442 www.w1j.com OF COUNSEL ALSTON JENNINGS RONALD A. MAY M. TODD WOOD Direct Diel No. 501-212-1310 jspivey©wlj.com June 5, 2000 JOHN D. DAVIS JUDY SIMMONS HENRY KIMBERLY WOOD TUCKER RAY F. COX, JR. TROY A. PRICE PATRICIA SIEVERS HARRIS JAMES M. MOODY, JR. KATHRYN A. PRYOR J. MARK DAVIS CLAIRE SHOWS HANCOCK KEVIN W. KENNEDY JERRY J. SALLINGS FRED M. PERKINS III WILLIAM STUART JACKSON MICHAEL D. BARNES STEPHEN R. LANCASTER JUDY ROBINSON WILBER BETSY MEACHAM KYLE R. WILSON C. TAD BOHANNON MICHELE SIMMONS ALLGOOD KRISTI M. MOODY J. CHARLES DOUGHERTY M. SEAN HATCH PHYLLIS M. McKENZIE ELISA MASTERSON WHITE JANE M. WEISENFELS ROBERT W. GEORGE J. ANDREW VINES JUSTIN T. ALLEN Honorable Louis Gottsponer President, Fayetteville Library Board Fayetteville Public Library 272 East Dickson Street Fayetteville, Arkansas 72701 Proposed City of Fayetteville, Arkansas Library Financial Proposals Gentlemen: On behalf of Wright, Lindsey & Jennings LLP, we want to express our appreciation to you for previously selecting our firm to serve the City of Fayetteville ("City") as bond counsel in connection with its proposed Library Construction and Improvement Bonds. It is our understanding from conversations with Mr. Rose, City Attorney, that an alternative method of finance is now under consideration by the City and, accordingly, we are submitting this proposed letter of engagement in modification of our existing letter of engagement dated March 6, 2000. We understand that the City may choose to finance the Library Improvements through the levy of a local sales and use tax of limited duration (the "Sales Tax"), if approved by the electors of the City. We look forward to the opportunity to work with you and your staff and other members of the City administration in formulating a sound financing plan for the proposed capital improvements. We view our role to be that of counselor and advisor to you in connection with the documentation, issuance and delivery of the Bonds, or, the completion of the alternative method of finance. We will prepare all ordinances, indentures, resolutions and other documents necessary to the authorization and approval of the bond issue, or the temporary Sales Tax, including election documents. Upon request, a representative of our firm will be in attendance at all public meetings at which matters pertinent to your consideration of the Bonds or the Sales Tax are discussed. 180834-v1 • WRIGHT, LINDSEY & JENNINGS LLP June 5, 2000 Page 2 You have requested that we enter into a definitive fee arrangement with the City in connection with the proposed special counsel engagement. We are prepared to enter into such an agreement and would suggest that the fee arrangements be structured as follows: 1. Our proposed fee for serving as bond counsel m connection with the issuance of the Bonds, based on the anticipated size of approximately $20 million, would be $35,000.00. In the event the actual amount of bonds issued exceeds or is less than the estimated size for the bond issue by more than $3,000,000, we would negotiate a mutually acceptable adjustment to the proposed fee. Similarly, if the Bonds are issued in more than one series, we would request an appropriate adjustment to the fee based upon the additional fixed costs incurred through the issuance of bonds in multiple series. You should incur no obligation to pay our fees unless and until the Bonds are sold and delivered to the Purchaser. 2. In the event the underwnter you have selected requests that we also prepare the disclosure documentation (the Preliminary and Final Official Statements), sale document (Bond Purchase Agreement), and Continuing Disclosure Statement, we would add an additional $5,000.00 to the fee quoted above. 3. In the alternative, our proposed fees for serving as special counsel to the City in the authorization and levy of the Sales Tax would be based upon a flat hourly rate of $200 per hour for all attorneys who perform legal services for the City in connection with the completion of the engagement. Our fees would be payable irrespective of whether the question of the levy of the Sales Tax is ever actually submitted to the electors at a special or general election, or whether the Sales Tax is ultimately approved by the voters. We would submit monthly statements, payable monthly, as the engagement progresses toward completion. If, for any reason, the City becomes involved in litigation challenging the validity of the Bonds, the proceedings necessary to the issuance of the Bonds, or the election of the Sales Tax, or any other matter which would impact our ability to deliver our unqualified approving opinion in connection with the sale and delivery of the Bonds, or the election of the Sales Tax, and the City requests that we act as counsel in such litigation, we would negotiate an appropnate charge for our services in that action. 5. Finally, we would expect to be reimbursed on a dollar -for -dollar basis for our out-of- pocket expenses for such things as photocopying, express mail, long distance telephone service, facsimile transmissions, travel outside the City of Little Rock, the binding of transcripts, and any and all litigation expenses. With respect to the Bond Issue, we agree that our charges for these expenses will not, in any event, exceed $3,500.00 per series of bonds. We would expect to be reimbursed for these expenses whether or not the Bonds are actually issued. 180834-v1 • • WRIGHT, LINDSEY 8 JENNINGS LLP June 5, 2000 Page 3 We are prepared to discuss and negotiate a reasonable alternative fee structure or modification to the proposals outlined in this letter. If the foregoing proposals are acceptable, we ask only that you approve a copy of this letter in the space provided below and return the same to us. If further modification of these proposals is desired, we ask that you contact us after reviewing the proposed fee structure to discuss any requested changes or modifications. Once again, it is a privilege and an honor to be selected to serve as bond counsel to the City of Fayetteville in connection with the proposed Bonds and as special counsel in connection with the Sales Tax proposal. We look forward to serving you in this capacity. JWS/Jlh 180834-v1 Sincerely yours, WRIGHT, LINDSEY & JENNINGS LLP WiVt�^m-- William Spivey III • WRIGHT, LINDSEY & JENNINGS LLP June 5, 2000 Page 4 ACCEPTED this 0 day of June, 2000. CITY OF FAYETTEVILLE, ARKANSAS Mayor cc• Ms Louise Shaper Mr. Brian Swain 180834-v1 By: FAYETTEVILLE PUBLIC LIBRARY BOARD �sident EDWARD L. WRIGHT (1903-1977) ROBERT S. LINDSEY (1913-1991) ISAAC A. SCOTT. JR. JOHN G. TILE GORDON 5. RATHER. JR. TERRY L. MATHEWS DAVID M. POWELL ROGER A. GLASGOW C. DOUGLAS BUFORD. JR. PATRICK J. GOSS ALSTON JENNINGS, JR. JOHN R. TISDALE KATHLYN GRAVES M. SAMUEL JONES III JOHN WILLIAM SPIVEY 111 LEE J. MULDROW N.M. NORTON CHARLES C. PRICE CHARLES T. COLEMAN JAMES J. GLOVER EOWIN L. LOWTHER, JR. CHARLES L. SCHLUMBERGER WALTER E. MAY GREGORY T. JONES H. KEITH MORRISON BETTINA E. BROWNSTEIN WALTER MCSPAODEN ROGER D. ROWE NANCY BELLHOUSE MAY • • WRIGHT, LINDSEY & JENNINGS LLP ATTORNEYS AT LAW Mr. Jerry Rose City Attorney City of Fayetteville 113 W. Mountain Fayetteville, Arkansas 72701 RE- Engagement Letter 200 WEST CAPITOL AVENUE SUITE 2200 LITTLE ROCK. ARKANSAS 72201-3699 (501) 371-0808 FAX (501) 376-9442 www.wlj.com OF COUNSEL ALSTON JENNINGS RONALD A. MAY M. TODD WOOD Writer's Direct Dial No. 501-212-1310 jsplvey@wlj.com June 5, 2000 RECTI\ED JUN 0 b 2000 JOHN 0. DAVIS KIiIFEaYY"%Cb$61ivWWA1a OFFICE RAY F. COX. JR. TROY A. PRICE PATRICIA SIEVERS HARRIS JAMES M. MOODY, JR. KATHRYN A. PRYOR J. MARK DAVIS CLAIRE SHOWS HANCOCK KEVIN W. KENNEDY JERRY J. SALLINGS FRED M. PERKINS III WILLIAM STUART JACKSON MICHAEL 0. BARNES STEPHEN R. LANCASTER JUDY ROBINSON WILBER BETSY MEACHAM KYLE R. WILSON C. TAD BOHANNON MICHELE SIMMONS ALLGOOD KRISTI M. MOODY J. CHARLES DOUGHERTY M. SEAN HATCH PHYLLIS M. MCKENZIE ELISA MASTERSON WHITE JANE M. WEISENFELS ROBERT W. GEORGE J. ANDREW VINES JUSTIN T. ALLEN Federal Express Overnight Delivery Dear Jerry: It was good to visit with you yesterday and I appreciate your having taken the time to review and approve the form of the proposed modified engagement letter. As we discussed, I am enclosing six (6) onginal copies for your convenience in presenting this matter to the City at tomorrow evening's meeting If I may be of any further assistance, please contact me. We appreciate the opportunity to work with you and the City and look forward to visiting with you again soon. Cordially yours, WRIGHT, LINDSEY & JENNINGS LLP John William Spivey III JWS:jlh Enclosure 181116 • FAYETTEV?LE !; THE CITY OF FAYETTEVILLE, ARKANSAS • August 1, 2000 Mr. John W. Spivey III Attorney at Law Wright, Lindsey & Jennings LLP 200 West Capitol Ave., Suite 2200 Little Rock, AR 72201-3699 Re: Proposed City of Fayetteville, Arkansas Financial Proposals. Dear Mr. Spivey: Enclosed herewith is a fully executed copy of the letter of engagement covering the subject matter I am also enclosing a copy of Resolution No. 80-00 which was passed and approved by the City Council on June 6. Yours truly, de.) Charles Venable, Public Works Director Encl: cc: Mayor Fred Hanna City Attorney, Jerry Rose President, Fayetteville Library Board, Louis Gottsponer Administrative Services Director, John Maguire 113 WEST MOUNTAIN 72701 501 521-7700 FAX 501 575-8257 r- 1 RESOLUTION NO, 80-00 A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LETTER OF ENGAGEMENT WITH WRIGHT, LINDSEY & JENNINGS FOR ATTORNEY SERVICES ON THE FINANCING OF THE NEW LIBRARY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section . That the City Council hereby authorizes the Mayor and City Clerk to execute the Letter of Engagement with Wright, Lindsey & Jennings, for attorney services on the financing of the new library. A copy of the letter is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this6i° day of June , 2000. APPROVEDV By: Fret Fre Hanna, Mayor ATTEST: By: •