R81-21 7-27-81 RESOLUTION NO. R81-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE
A CONTRACT BY AND BETWEEN THE CITY OF PEARLAND
AND UNDERWOOD, NEUHAUS & COMPANY.
BE IT RESOLVED by the City Council of the City of Pear-
land, Texas, that the Mayor be, and he is hereby authorized to
execute for and in behalf of the City, a Contract by and between
the City of Pearland and Underwood, Neuhaus & Company for the
purpose of acting as Placement Agent for the City of Pearland
Waterworks System Certificate of Obligation, Series 1981, to he
issued in the amount of $400,000.
PASSED and APPROVED this ~ day of . . / ,
A. D. 1981.
CITY OF PEARLA~xAS
Mayor
ATTEST:
y ecrety~ j --
PLACEMENT AGENT CONTRACT
Date: 7-27-81
To: Hayor and Council
City off Pearland
Rearland, Texas
1. We understand that you are contemplating the issuance of
Certificates of Obligation in the amount of $400,000 to provide
additional funds for the improvement and extension of the City's
water system in connection with the issuance of-these securities
you desire this proposal from us to perform professional services
in the capacity of Placement Agent for the City of Pearland,
Texas (hereinafter called "Issuer").
2. By this proposal we offer our professional services as
Rlacement Ageat for the issuance and sale of the above 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. We will also take into account future
financing needs and operations as projected by the
Issuer.
b. On the basis of the information developed by the survey
described ia 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 professiooal 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. Upon your
acceptance of such recommendation we will make s public
offering on your behalf of the Bonds.
c. 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.
d. We will coordinate the compilation and submission of the
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.
e. We will make recommendations concerning the bond rating
for the proposed issue and when directed by you shell
coordinate the compilation of such information as in our
opinion is required for submission to the rating
agency. 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.
f. 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 off
Texas for approval and to the Comptroller of Public
Accounts off 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.
g. Ne 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 Rurchaser.
3. We agree to act as Placement Agent for the 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 securities, and will
issue an opinion approving their legality and exemption from
taxation.
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
$10,400, which fee shall become due and payable simultaneously
with the delivery of the securities to the Purchaser. Expenses
of Bond Attorney's, bond printing, costs of advertisements~ shall
not be covered by the fees set forth above.
5. This agreement shall be terminated by the delivery to the
Purchaser of all the securities covered hereby.
~. This proposal is submitted in duplicate originals. When
accepted by the Issuer it ~ill constitute the entire agreement
between the Issuer and the undersigned flor the purpose and
considerations hereln speclfiled, Your acceptance will be
indicated by proper signatures off your authorized off±cers or
representatives on both copies and the returning of one executed
copy to us,
Respectfully submit~ed~
Underwood, Neuhaus & £o. Incorporated
ACCEPTED pursuant to a motlon passed by ~ty Council
Court on this 27nd day of 3uly~ 198~ ~
Hayor