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R84-25 09-24-84 RESOLUTION NO. R84-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE A FINANCIAL ADVISORY CONTRACT BY AND BETWEEN THE CITY OF PEARLAND AND UNDERWOOD NEUHAUS AND COMPANY. BE IT RESOLVED by the City Council of the City of Pearland, Texas, that the Mayor be, and he is hereby authorized to execute for and in behalf of the City, a Financial Advisory Contract by and between the City of Pearland and Underwood Neuhaus and Company, and attached hereto as Exhibit "A". PASSED and APPROVED this ~ day of A. D., 1984. CITY iF PEARLAND, TE~ Mayor ATTEST: City ~retary ♦ ' ♦ (41'1 t (m4) FINANCIAL ADVISORY CONTRACT Date : September 17, 1984 Mayor and City Council City of Pearland Pearland, Texas 1 . We understand that you are contemplating the issuance of bonds in the amount $13, 500, 000 and that in connection with the issuance of these bonds you desire this proposal from us to perform professional services in the capacity of Financial Advisor for City of Pearland (hereinafter called " Issuer" ) . 2. , By this proposal we offer our professional services as Financial Advisor for the issuance and sale of the above described bonds , and in that capacity we agree to perform the following duties and such other duties , as , in our judgment , may be necessary or advisable : a. We will make a survey of the financial resources of the Issuer, including an analysis of the existing debt structure as compared to existing and projected sources of income which may be pledged to secure payment of the Issuer ' s bonds , the Issuer ' s taxing power , and its present and future taxing requirements . If the revenues of a system or facilities are to be pledged to repayment of such bonds, the survey will take into account any outstanding obligations which are payable from the net revenues thereof, projected net revenues , to arise from any proposed rate increase, and the additional revenues and expenses , projected by your consulting engineers, resulting from the proposed improvements . We will also take into account future financing needs and operations as projected by your staff and/or your consulting engineers and other experts . � S b . If it is necessary to hold an election to authorize the bonds , we will , under the direction of the bond attorneys , assist in coordinating the assembly and transmittal to the bond attorneys such data as may be required for the preparation of the necessary petitions , orders , resolutions , notices and certificates in connection with the election . c . On the basis of the information developed by the survey described in paragraph 2. a. , and on the basis of marketing experience and other information available to us , we will submit our financing recommendations , which will include recommendations as to the date of issue, interest payment dates , schedule of principal maturities, options of prior payment, and any additional provisions . All recommendations will be based on our best professional judgment, with the goal of designing bonds which can be sold under terms most advantageous to the Issuer, and at the lowest interest cost consistent with all other considerations . 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 , so that the date for the sale of the bonds can be set at a time, which , in our opinion, will be best for the Issuer . e. We will coordinate the compilation and submission of the Official Notice of Sale, the Official Bid Form, the preliminary and final Official Statements or Offering Statements , and such other market documents which may be required (collectively, the "Offering Documents" ) . We will submit the Offering Documents for your proper examination , approval and certification . 2 • (dm') t (Ilk1 . r f. We will make recommendations concerning bond rating (s ) for the proposed issue and when directed by you shall coordinate the compilation of such information as in our opinion is required for submission to the rating agency( ies ) . In those cases where the advisability of personal presentation of information to a bond rating agency may be indicated, we will arrange for such personal presentation . g . If the bonds are to be sold at public sale we will disseminate the Offering Documents to prospective bidders , will organize such information meetings as in our judgment may be necessary, and will work with prospective bidders to assist them in timely submitting proper bids . We will assist you in the bond sale in coordinating the receipt of bids and good faith checks , in tabulating and comparing bids , and in recommending acceptance or rejection of the winning bid . As soon as such bid shall be accepted by you, we will proceed to coordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as expeditiously as possible. We shall assist you in the preparation or verification of final closing figures, and when requested , will provide suggestions on a program of temporary investment of bond proceeds, in consultation with your architect or consulting engineer, consistent with the construction timetable for the project . h . We will arrange for the printing of the bonds , will submit same for execution and impression of seal , and will attend to their delivery to the Attorney General of Texas for approval and to the Comptroller of Public Accounts of the State of Texas for registration . Title to and ownership of the printed bonds shall remain with the Issuer until they are delivered to and paid for by the bidder (the "Purchaser" ) whose bid has been accepted by you . 3 i . We will deliver to you and the appropriate paying agent bank (s ) , a schedule of annual debt service requirements on the bonds being delivered to the Purchaser . 3. We agree to direct and coordinate the entire program of financing herein contemplated . In that connection we understand that- you have retained or expect to retain Vinson & Elkins , Houston, Texas , a firm of recognized municipal bond attorneys who will prepare the appropriate legal proceedings and documents, will advise the steps necessary to issue the bonds , and will issue an opinion approving their legality and exemption from taxation . We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the compilation of the appropriate legal proceeds and documents . Where the issuance and sale of the bonds requires the approval of any state or governmental agency, we shall assist you in the compilation of all financial information required for inclusion in application for such approval , and when requested by you , we shall appear on your behalf to provide appropriate testimony at public hearings before state and other governmental commissions and boards . We will also be available to participate with you in any preliminary conferences with the staffs of any state or governmental agencies involved, and we will , for qualified projects , coordinate the compilation of assistance applications required for governmental involvement . 4. In consideration for the services rendered by us in connection with the issuance and sale of the above-referenced bonds it is understood and agreed that our fee will be set out in the attached schedule following, which fee, together with certain reimbursable expenses , shall become due and payable simultaneously with the delivery of the bonds to the Purchaser . a. The following fee schedule applies to each separate' issuance of bonds : 4 • • - . r F G . . . -- . If the Amount of Bonds Delivered to Purchaser Is : and not More Than More Than The Fee Is: $ -0- $ 150,000 $ 3,300 $ 150,000 $ 250,000 $ 3,300 plus $12 per $1,000 for all over $150,000 $ 250,000 $ 350,000 $ 4,500 plus $7.25 per $1,000 for all over $250,000 $ 350,000 $ 700,000 $ 5,225 plus $3.50 per $1,000 for all over $350,000 $ 700,000 $ 1,000,000 $ 6,450 plus $3.00 per $1,000 for all over $700,000 $ 1,000,000 $ 5,000,000 $ 7,350 plus $2.50 per $1,000 for all over $1,000,000 $ 5,000,000 $10,000,000 $17,350 plus $1.25 per $1,000 for all over $5,000,000 $10,000,000 $20,000,000 $23,600 plus $1.00 per $1,000 for all over $10,000,000 $20,000,000 No Limit $33,600 plus $0.40 per $1,000 for all over $20,000,000 b . The fee for General Obligation Bonds , voted at a single bond election in a single installment, shall be the amount as computed from the above schedule. c . Bonds authorized at separate bond elections are to be considered as separate transactions in computing the financial advisory fee. Legal authorization for the issuance of bonds, other than bond elections , shall be considered for the purpose of fee computation to be the same as bond elections . The issuance of bonds for refunding of outstanding bonds , whether or not the latter be callable, shall be treated the same as bonds issued pursuant to election or other authorization ; and where refunding bonds are issued in connection with other financings , they shall be considered as separate transactions . d . Expenses of Bond Attorneys , bond printing, costs of Bond Rating Agencies , travel expenses outside the State of Texas , costs of advertisements , printing and other costs related to publishing of the Notice of Sale, Official Statement and other documents shall not be covered by the fee set forth above . 5 s L 5. In the event any necessary bond election should fail , no fee shall be due us ; however, should the same or similar propositions again be submitted to election held within twelve months from the date hereof, then at our option, the agreement covered by this proposal shall apply to any such bonds . 6. It is further understood and expressly agreed that the Financial Advisor reserves the right to submit a bid for the bonds when offered for sale at public bid . 7 . This agreement shall be terminated by the delivery to the Purchaser of all the bonds covered hereby, whether delivered all at one time, or in installments . 8. This proposal is submitted in duplicate originals . When accepted by the Issuer it will constitute the entire agreement between the Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us : Respectfully Submitted , By --<I Frank J. Ildebrando Vice President Underwood , Neuhaus & Co . Incorporated ACCEPTED pursuant to a motion passed by the City Council on this � of ____ , 1984. 1 102e—I Mayor ATTEST: v 1 " City- Secret 6 - _ i_ - "