R82-22 05-24-82 RESOLUTION NO. R82-22
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 & 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 be-
tween the City of Pearland and Underwood, Neuhaus & Company, and attached
hereto as Exhibit "A".
PASSED and APPROVED this ~ day of ~/~ ,
A. D. , 1982.
By~~-~CITY OF PEARLAND, ~
Mayor
ATTEST:
FINANCIAL ADVISORY CONTRACT
Date: May 5 , 198.2
EXHIBIT "A"
Mayor and City Council
City of Pearland
Pearland, Texas
1 . We understand that you are contemplating the issuance of
bonds in the amount of $6 , 100 , 000 for various public improvements
i
and that in connection with the issuance of these securities you
desire this proposal from us to perform professional services in
the capacity of Financial Advisor for the City of Pearland, Texa
(hereinafter called "Issuer" ) .
2. By this proposal we offer our professional services as
Financial Advisor for the issuance and sale of the abov
I
described securities, 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
1
Issuer ' s securities,' 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 securities, 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
I
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.
I
I �
I
'41110)
b . When it is necessary to hold an election to authorize the
securities, 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 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
securities 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 securities 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
•
f. We will make recommendations concerning bond rating(sl)
for the proposed issue and when directed by you shalt
coordinate the compilation of such information as in our
opinion is required for submissioin 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 securities 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 - s
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 investement 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 securities 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 securities 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 securities 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, a
firm of recognized municipal bond attorneys who will prepare the
appropriate legal proceedings and documents, will advise the
steps necessary to issue the securities, 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 securities requires the
approval of any state or governmental agency , we shall assist you
in the compilation of all financial information required four
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 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
securities 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 securities to the
Purchaser.
a. The following fee schedule applies to each separate
issuance of securities :
4
If the Amount of Securities
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 I
$ 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 scheduli.
The fee for Revenue Bonds , voted at a single bond
election and issued in a single installment, shall be
125% of the amount computed from the above schedule.
c. Bonds authorized at separate bond elections are to be
I
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 tie
I
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
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 securities.
6. It is further understood and expressly agreed that the
Financial Advisor reserves the right to submit a bid for the
securities when offered for sale at public bid .
7 . This agreement shall be terminated by the delivery to the
Purchaser of all the securities 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 executeld
copy to us :
Respectfully Submitted,
Frank J. Ildebrando
Vice President
Underwood, Neuhaus & Co. Incorporateld
ACCEPTED pursuant to a motion passed by the City ncil on
this ,/ of , 1982.
�YYC1
a or
ATTEST : -
City Secretar
6