1984-079 - Rauscher Pierce Refsnes, Inc., Professional Service ContractRESOLUTION NO. 84 -079
WHEREAS, the City of Paris, has need for professional
services and Rauscher Pierce Refsnes, Inc., P. 0. Box 6206,
Tyler, Texas 75711, has made a proposal for financial
advisory services; and,
WHEREAS, it is deemed to be in the best interest of the
City of Paris that such proposal be accepted and that a
professional services contract in the form of Exhibit A
attached hereto and made a part hereof, be, and the same is
hereby approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, That the proposal of Rauscher Pierce Refsnes, Inc.,
for professional financial advisory services described in
Exhibit A attached hereto, be, and the same is hereby
accepted.
BE IT FURTHER RESOLVED, That the Mayor of the City of
Paris, Joe Graham, be, and he is hereby authorized and
directed on behalf of the City of Paris to execute the
Professional Service Contract attached hereto as Exhibit A.
Passed and adopted this 12th day of November, 1984.
..r L '-I'" )
oe ra am, Mayor
ATTEST:
Grerene, City Clerk
APPROVED AS TO FORM:
Hciyneg, City Attorney
FINANC -cAL ADVISORY CGNTRACT
(M.A.C. Form C -1 Revised. Standard Form of Agreement between Political Subdivision
and Financial Advisor Covering Issuance of Securities. Form approved by the Municipal
Advisory Council for Use of Members Only.)
Date November 8, 1984
To: Honorable Mayor and Members_• _
City Council, City of Paris
Paris,Texas, 75466
Gentlemen:
1. We understand that you are contemplating the issuance of securities of the kinds, in the amounts,
and for the purposes indicated as follows:
$6,500,000 Combination Tax and Utility System (Water &Seiner
System) Revenue Certificates of Obligation,Series 1984, dated December 15, 1984
and,
$1,000,000 Combination.Tax and Solid Waste Disposal System
Revenue Certificates of Obligations, Series 1984, dated December 15, 1984
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 — _ -th___C i_ty_o f -- Par -i s -Texas - - -
_.__ (hereinafter called "Issuer ").
2. By this proposal we offer our professional services and our facilities as Financial Advisor for the
issuance and sale of the above - described securities, and in that capacity we agree to perform the following
duties, and to perform 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 to determine the extent of its
borrowing capacity. This survey will include an analysis of the existing debt structure as com-
pared to existing and projected sources of income which may be pledged to secure payment of
debt service, and where appropriate, will include a study of the trend of the assessed valuation of
the Issuer, the Issuer's taxing power, and the present and estimated future taxing requirements.
If the revenues of a system or facility are to be pledged to repayment of the securities in ques-
tion, the survey will take into account any outstanding obligations which are payable from the
net revenues thereof, additional net revenues to arise from any proposed rate increase, and the
additional net revenues as projected by your consulting engineers as a result of the improve-
ments to be financed by the securities in question. We will also take into account your future
financing needs and operations as projected by your staff and /or your consulting engineers and
other experts.
b. On the basis of the information developed by the survey described in the above and foregoing
paragraph, and on the basis of other information and experience available to us, we will submit
our written recommendations on the financing in question. Our plan will include recommenda-
tions as to the date of issue, interest payment dates, schedule of principal maturities, options of
prior payment, and any other necessary additional security provisions designed to make the is-
sue more attractive to investors. All recommendations will be based on our best professional
judgment, with the goal of designing securities which can be sold under terms most advan-
tageous to Issuer, and at the lowest interest cost consistent with all other considerations.
c. We will advise you of current bond market conditions, forthcoming bond issues, and other gen-
eral information and economic data which might normally be expected to influence the interest
rates or bidding conditions, so that the date for the sale of the securities can be set a time,
which, in our opinion, will be favorable.
d. If 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 of
such data as may be required for the preparation of the necessary petitions, orders, resolutions,
notices and certificates in connection with the election.
e. We will coordinate the preparation and submission of the Official Notice of Sale, the Official
Statement or Offering Statement, and such other- market documents which you may require. We
will also supervise preparation of the uniform bid form, containing provisions recognized by the
municipal securities industry as being consistent with the sccurities offered for sale. We will
submit to you all such offering documents, including the Official Statement, for your proper
examination, approval and certification. After such examination, approval and certification we
will furnish you with a supply of such documents and shall mail a set of the same to a list of
prospective bidders, a copy of which list shall be submitted to you upon request. We will also
supply sufficient copies of the Official Statement or Offering Statement to the purchaser of the
securities in accordance with the terms of the Notice of Sale.
EXHIBIT A
f. We will make recommendations to the Issuer on the matter of bond rating(s) for the proposed
issue and when directed by you shall coordinate the preparation of such information as in our
opinion is required for submission to the rating agency(ies). In those cases where the advisa-
bility of personal presentation of information to the bond rating agencies may be indicated, we
will arrange for such personal presentation.
g. If the securities are to be sold at public sale we will disseminate information to prospective bid-
ders, we 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 at the bond sale for the purpose of coordinating the receipt of bids, and the furnishing of
good faith checks where indicated, and for the purpose of tabulation and comparison of bids, and
will advise you as to the best bid, and will provide our recommendation as to acceptance or rejec-
tion of such bid. As soon as a bid for the bonds shall be accepted by you, we will proceed to co-
ordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as
expeditiously as possible. Should the bonds be eligible under Texas laws for purchase by the State
Board of Education, the Financial Advisor will be responsible for the preparation of an Applica-
tion for Purchase or Waiver and its timely submission to the Board. 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 the Issuer's archi-
tect or consulting engineer, consistent with the construction timetable for the project.
h. We will act as your agent in arranging for the printing of the securities, and will submit same
for execution and impression of seal, and we will attend to their delivery to the Attorney General
for approval and the Comptroller of Public Accounts for registration, it being understood that
title to and ownership of the printed securities shall be in the Issuer until they are sold and de-
livered to the purchaser.
After closing we will deliver to you and your paying agent(s) definitive debt records, including a
schedule of annual debt service requirements on the obligations being delivered to the purchaser.
3. We agree to direct and coordinate the entire program of financing herein contemplated. In that con-
nection we understand that you have retained or expect to retainM-p-ssrs_ — KcCalL, Parkhurst_ &__
Horton Dallas, Texas_ , a firm of recognized municipal bond attorneys, who will prepare
the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an
opinion approving their legality. We will maintain liason with this firm of bond attorneys and shall assist
in all financial advisory aspects involved in the preparation of appropriate legal proceedings and docu-
ments.
Where the issuance and sale of the securities, and construction of the project in question, requires
the approval of any state or governmental agency, we shall assist you in the preparation of all financial
information required for inclusion in applications for such approval, and when requested by you, shall
appear on your behalf to provide appropriate testimony at public hearings before state and other govern-
mental commissions and boards. We will also be available to participate with you in any preliminary con-
ferences with the staffs of any state or governmental agencies involved, and we will, for qualified proj-
ects, coordinate the preparation of financial assistance applications required for state involvement.
4. In consideration for the services rendered by us in connection with the issuance and sale of the
above - described securities it is understood and agreed that our fee will be as follows:
For the $6,500,000 Combination Tax & Utility System Revenue Certificates of
Obligation, Series 1984 the sum of $27,321.88 and for the $1,000,000
Combination Tax and Solid Waste Disposal System Revenue Certificates of
Obligation, Series 1984, the sum of $11,946.87, both fees in accordance with
the schedule of fees in the attached Exhibit A, dated November 10, 1983.
In the event a lesser amount of Certificates of either issue is changed
the amount of the fee will be calculated from the fees established in Exhibit
A in accordance with the amount issued and delivered.
In consideration of the above fee we will assume and be responsible for the following expenses:
Our own out -of- pocket travel, telephone and incidental expenses, except
that any travel, telephone, postage, express fees, etc pertaining to obtaining
a rating for the Certificates shall be reimbursed to us by the City.
2-
,s
Our fee and reimbursable - Apenses shall become due and payable si-,ultaneously with the delivery of
the securities to the purchaser.
5. In the event any bond election be necessary, if such election shall fail, the fee due us shall be
— Nothing— ; however, should the same or similar propositions again be submitted
to election held within $_ months from date hereof, then at our option the agreement covered
by this proposal shall apply to any such securities.
6. It is further understood and agreed that we reserve the right to submit a bid for the securities
when offered for sale.
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. Special Conditions. In addition to the terms and obligations herein contained, this proposal and
agreement is subject to the following special conditions:
We are to be reimbursed for any expense in connection with the printing of the
Certificates we incur as your agent in accordance with paragraph 2h. and
for printing of brochures containing the Notice of Sale, Bid Form and
Official Statement.
9. This proposal is submitted in duplicate originals. When accepted by Issuer it will constitute the
entire agreement between 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:
Res ctfully sub itted,
RAUSCH R IE E R SN NC.
By— — - -� - -
Authorized Representative Ro ert G. Day
ACCEPTED pursuant to
on this 8th —
November
ACCEPTANCE
resolution adopted by the City Council
19 84 .
of the City of Paris, Texas
mayor,
Title—City of Paris, Texas
ATTEST:
'Citf Clerk,
Title City of Paris, Texas.
(SEAL)
M.A.C. Form C -1
Rev. September, 1976
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FM
RAUSCHER PIERCE REFSNES, INC.
Robert G. Day
Vice President November 10, 1983
FINANCIAL ADVISORY SERVICES FEE SCHEDULE
FOR PROFESSIONAL SERVICES ONLY*
IF THE AMOUNT OF THE
GENERAL OBLIGATION ISSUE IS:
$ 0 to $250,000
$ 250,000 to $350,000
$ 350,000 to $500,000
$ 500,000 to $700,000
$ 700,000 to $1,000,000
$1,000,000 to $1,500,000
$1,500,000 to $2,500,000
$2,500,000 to $5,000,000
$5,000,000 to $10,000,000
$10,000,000 to $20,000,000
THE FE. IS:
$ 4,025 plus $16.10 por $1,000 for all over
$ 5,635 plus $8.85 per $1,000 for all over 0, (j(,10
$ 6,520 plus $4.85 per $1,000 for all over $350,000
$ 7,247.50 plus $4.65 per $1,000 For all over
$ 8,177.50 plus $4.60 per $1,000 for all over $7,00,00()
$ 9,557.50 plus $4.30 per $1,000 for, all over
$ 11,707.50 plus $2.90 per $1,000 for all over $1,50U,iG0
$ 14,607.50 plus $2.00 per $1,000 for all over $2,500,021)
$ 19,607.50 plus $1.50 per $1,000 for all over $5,000,(jOU
$ 27,107.50 plus $0.95 per $1,COJ for• all over $10,000,0'J�I
$20,000,000 and over $ 36 607.50 lus $0.70
P per $1,000 for all over $20,OOi;,(1U�i
------- ------------------------- - - - - -- ___ _ __
For applications to sell securities to State and Federal Agencies add lump sum of $1,000,00
* Professional services only contracts specify that Rauscher Pierce Refsnes, Inc will be respon,ible
only for its out of pocket expense of travel and telephone directly attributable to the service -
Travel and other expense including rating agencies fees incurred for the purpose of obtaining
ratings of the securities is not included. Costs of bond elections (notices, ballnts, etc),
printing of the bonds or other securities involved, bond counsel fees, and brochure printing
not included.
Fees for revenue bonds and combination tax and revenue obligations sha y, be at 125% of the amount
stated in the above schedule for general obligations.
When obligations are issued in installments, the f, -e for each installment shall be the a'oun1,
from the above schedule.
Certificates of Obligation and Warrants issued to the cuntractor as work progresse,• shall reo,;ir-
a fee double the amount in the above schedule.
P. O. Box 6206 • Tyler, Texas 75711 - (214) 561 -2178
Member New York Stock Exchange, Inc.