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Ord. 0609 04-08-91ORDINANCE NO. 609 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PEAR - LAND, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A FINANCIAL ADVISORY CONTRACT BY AND BETWEEN THE CITY OF PEARLAND AND RAUSCHER PIERCE REFSNES, INC. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND: Section 1. That the facsimile of contract, annexed hereto, incorporated herein for all purposes, designated Exhibit "A", by and between Rauscher Pierce Refsnes, Inc., Financial Advisors, and the City of Pearland, Texas, for the purpose of financial advisement, is hereby authorized and approved. Section 2. The City Manager and City Secretary of the City of Pearland, Texas, are hereby authorized and directed to execute for and on behalf of the City the annexed contract documents and counterparts thereof. PASSED on First Reading this c2_5 day of A. D., 1991. C. V. /J f% ✓. ATTEST: PAT JONES, CISECRETARY INGE MAYOR f7/jjaw D SNII r/ PASSED and APPROVED on Second and Final Reading this day of ATTEST: APP LESTER RORICK, CITY ATTORNEY , A. D., 1991. cP . J. C INGE , MAYOR EXHIBIT "A" RAUSCHER PIERCE REFSNES, INC. March 25, 1991 Mayor and City Council City of Pearland Pearland, Texas Dear Council Members: 1. We understand that the City of Pearland (the "City") desires this agreement from us to perform professional services in the capacity of Financial Advisors for your City in connection with the issuance of approximately $2,125,000 Certificates of Obligation (the "Certificates"). 2. By this proposal we offer our professional services and our facilities as Financial Advisors and agree to perform the following duties normally performed by such advisors and agree to perform such other duties as, in our judgment, may be necessary or advisable: a. We will make a study of the debt structure of your City, the trend of its assessed valuation, its taxing power and the present and estimated future taxing requirements. Such plan shall include a maturity schedule and other terms and conditions, such as options of prior payment and the like, as will, in our opinion, result in the issuance of the Certificates under terms and conditions most advantageous to your City consistent with a minimum effective interest rate. b. We understand that you have retained a firm of recognized municipal bond attorneys, who will prepare the proceedings and advise the steps necessary to be taken in the bond election, the legal issuance of the bonds and the final delivery of the Certificates and who will issue an opinion approving the legality of the Certificates. All financial services rendered pursuant to this contract will be performed in such manner, and will include assembling and accumulating such financial facts, information and data, as will be necessary or appropriate to obtain the unqualified approving legal opinion of sale attorneys. The fee of said attorneys will be paid by the City. First City Tower • 1001 Fannin, Suite 700 • Houston, Texas 77002 • (713) 652-3033 MemberNewYork Stock Exchange, Inc. c. If it shall be decided to order a bond election, we will assemble and transmit to the bond attorneys such data as may be required in the preparation of the necessary petitions, orders, resolutions, notices and certificates; and will assist your governing body in the expeditious handling thereof. d. We will advise you 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 our opinion, will be favorable. e. We agree to assist in the preparation of an Official Statement or Prospectus, containing official data and other information of the nature and to the extent ordinarily required in bidding on certificates of this type, all of which we are to furnish in a sufficient number of copies to permit mailing to prospective bidders, a list of which we agree to provide. Expenses related to printing and distribution of the Official Statement will be paid by the City. f. We will arrange for the printing of the certificates, with the cost to be paid by the City. 3. We will consult with you on the matter of bond ratings for the proposed issue and if instructed, will direct the preparation of such information as in our opinion is required for submission to the bond rating agencies. In case it is considered advisable for personal presentation of information to the bond rating agencies, we will be available to accompany those representing the City of Pearland to New York for such presentation. All costs of any such presentation, including any fees or charges of the rating agencies and the cost of travel by our representatives shall be at the expense of the City. 4. We agree to direct and coordinate the entire program of financing herein contemplated and to assume and pay for our own travel within the State of Texas, communication and out-of-pocket expenses incurred. It is specifically understood and agreed, however, that this obligation on our part shall not cover the cost of publication of notices in newspapers, or other publication cost, or the expenses of any litigation. 5. As consideration for the services rendered by us and as reimbursement for the expenses which we are to incur, it is understood and agreed that the City is to pay and we are to accept a fee of $10,162.50. Such fee shall become due and payable simultaneously with delivery of the certificates to the purchaser. 6. It is further understood and agreed that the City consents to our bidding, either as a manager or member of a bidding group, on the Certificates if offered for sale on a competitive basis. 7. This agreement may be terminated by order of either party by delivery of written notice of such termination to the other party to this agreement no less than 30- days prior to the effective date of such order. Otherwise this agreement shall remain in force and effect until delivery of all the Certificates. 8. This proposal is submitted in duplicate and when accepted by you it will constitute the entire agreement between the City and the undersigned for the purposes and considerations herein specified. 9. Expenses not included in fee: 1. Bond Attorney Fees 2. Printing of the Official Statement and the Certificates 3. Rating Agency Fees 4. Travel outside the State of Texas 5. Legal Notices and Publications in newspapers or other publications 6. Expenses of any litigation Respectfully submitted, RAUSCHER PIERCE REFSNES, INC. By: Frank J. Ildebrando Senior Vice President ACCEPTANCE ACCEPTED by the City of Pearland on this OP day of City ecretary , 1991. FIXED RATE FEE SCHEDULE (Competitive and Negoiated) - Bonds and Certificates of Obligations - IF THE AMOUNT OF CERTIFICATES ISSUED IS; MORE AND NOT THAN MORE THAN THE FEE IS $ 1,100,000 $ 5,000,000 $ 5,000,000 $10,000,000 $10,000,000 $20,000,000 $20,000,000 No limit Add 25% for Revenue Bonds $ 7,600 plus $2.0 per $1,000 for all over $1,100,000 $17,350 plus $1.25 per $1,000 for all over $5,000,000 $23,600 plus $1.00 per $1,000 for all over $10,000,000 $33,600 plus $0.40 per $1,000 for all over $20,000,000