HomeMy WebLinkAbout1981-766-R RESOLUTION NO.
A RESOLUTION AUTHORIZING AND APPROVING THE
EXECUTION OF AN INITIAL UNDERWRITING AGREEMENT
BETWEEN THE CITY AND T. J. RANEY a SONS, INC. ,
PERTAINING TO THE FINANCING OF HYDROELECTRIC
FACILITIES; AND AUTHORIZING MATTERS PERTAINING
THERETO.
WHEREAS, it has been determined by the City Council of
the City of Batesville, Arkansas that it is in the interest of the
City that the City pursue the development and financing of hydro-
electric facilities, to be located on the White River; and
WHEREAS, there has been presented to the City the proposal
4W of T. J. Raney & Sons, Inc Little Rock, Arkansas ("Raney") , whereby
Raney would assist the City in the financing of such hydroelectric
facilities, and it is in the interest of the City that the proposal
be accepted;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Batesville, Arkansas:
Section 1. The proposal of Raney, as set forth in the
Initial Underwriting Agreement (the "Agreement") presented to the
City by Raney is accepted and Raney is hereby retained to assist
the City with regard to the financing of proposed hydroelectric
facilities, as set forth in the Agreement.
Section 2. The Mayor is authorized to execute the Agreement
on behalf of the City and to carry out any obligations of the City
under the Agreement. It is specifically understood and agreed upon by all parties
that the City will not be financially obligated in any manner or means to T. J. Raney
& Sons, Inc. if a bond issue is not necessary.
' 1
Section 3. The Mayor and the City Clerk are authorized
to execute such writings and take such other action as may be
appropriate to carry out the terms of the Agreement and the purposes
of this Resolution or to evidence their exercise of such powers or
their authority so to act.
Section 4. Any resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 5. The provisions of this Resolution are severable.
Should any provision of this Resolution be held to be invalid or to
be inapplicable to any person or circumstance, such holdings shall
not affect the validity or applicability of the remainder of the
terms of this Resolution.
Section 6. This Resolution shall be in effect upon its
passage and approval.
M A`! Z(o
DATED: ""�riarertr, 1981.
APPROVED:
Mayor
e"
ATTEST:
City Cler'
(SEAL)
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CERTIFICATE
The undersigned, City Clerk of Batesville, Arkansas,
hereby certifies that the foregoing is a true and compared copy
of a Resolution passed at a regular session of the City Council
of Batesville, Arkansas, held at the regular meeting place of the
L(C+1 - MAY
Council at 9;00 o' clock P.m. , on the 44-1:,h day of Ma 3- 1981.
City Clerk
(SEAL)
EXCERPTS FROM MINUTES OF A MEETING OF THE
BATESVILLE CITY COUNCIL
M qY Z
HELD 4"T aG-2 19 81
The City Council of the City of Batesville ,
Arkansas, met in regular session at its regular meeting place
Lb
in Batesville ,4
Arkansas at �]:C7 C' p .m. , on the -.?r4 �r
may
day of Maw , 19 81 . The following were present:
Mayor SH 1 R-a-t u.- ; City Clerk l U{ L L 1 40n S
and Aldermen C 9►26 i L k- C,tz- , N i9 S rF , ►5 o T LC. D 6
SA
to�S W p , �iJ L�JI I- i n s -4- .l y R Cj 11-1-1 A ol
Absent: /VCnJA
The Mayor stated that consideration should be given to -
a resolution authorizing an Initial Underwriting Agreement
This was a matter with which the Council was familiar and after a
discussion, Alderman ea 2C- iL L introduced a Resolution
entitled:
A RESOLUTION AUTHORIZING AND APPROVING THE
EXECUTION OF AN INITIAL UNDERWRITING AGREEMENT
BETWEEN THE CITY AND T. J. RANEY & SONS, INC. ,
PERTAINING TO THE FINANCING OF HYDROELECTRIC
FACILITIES; AND AUTHORIZING MATTERS PERTAINING
THERETO.
and the c4rt—��'- read the Resolution in full.
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Alderman Wu i LG;0&L seconded by Alderman
L-MIQ moved that the Resolution be adopted. The
question was put by the 'Mayor on the adoption of the motion and
the roll being called, the
following voted aye:
OR126[f- Uo I��ASN .
a3TLEL 6 ; 5,47%;D151—om" 9P-
and the following voted nay:
The Mayor thereupon declared the Resolution adopted and
signed the Resolution, which was attested by the City Clerk
�- and impressed with the seal of the City. The Resolution was given
No. 76(0
(Matters not relating to the Resolution an Initial
Underwriting Agreement are omitted. )
There being no further business, the Council adjourned.
Mayor
ATTEST:
ity Clerk
(SEAL)
CERTIFICATE
The undersigned, City Clerk of the City of
Batesville , Arkansas, hereby certifies that the fore-
going pages numbered 1 and 2, are a true and correct copy of
excerpts of the minutes of a meeting of the City Council of
Batesville , Arkansas, at a regular session held
at the regular meeting place of the Council in the City at 7 " 60
26*L M R y
p .m. , on the -14-t-k- day of Mar-e.h. , 1981 , and the time
and place of the meeting was furnished to each person who made a
request therefor in accordance with the provisions of Act No. 93
of the Acts of Arkansas of 1967 .
City Clerk
(SEAL)
INITIAL UNDER1,A1ITING AGREE=
MIL
THIS AGREEMENT made and entered into this day of ,
1981, by and between T. J. Raney & Sons, Inc. , 200 Louisiana Street, Little Rock,
Arkansas, hereinafter called the "Underwriter", and City of Batesville, Batesville,
Arkansas, hereinafter called the "Issuer".
WITNESSETH:
WHEREAS, the Underwriter is engaged in the field of finance, including invest-
ment banking, and has adequate resources, skill and experience in underwriting,
marketing and distributing state and municipal bonds; and
WHEREAS, the Issuer is considering the issuance and sale of its bonds in such
aimunt as shall be economically and duly feasible for the purpose of financing a
project essentially consisting of the construction of a hydroelectric unit at Lock
and Dam #1 on White River, the revenues from which will provide all or part of the
funds to construct and operate a proposed heritage center, hereinafter called the
"Prof ect".
NOW, THEREFORE, the issuer does hereby invite the Underwriter to submit an
underwriting proposal for the purchase of the subject bonds at mutually acceptable
prices and other terms conmensurate with the project and market conditions then
prevailing, the Underwriter does hereby accept such invitation, and in consideration
of the mutual agreements herein contained, the Underwriter and the Issuer agree as
follows:
I. THE UNDERWRITER AGREES
1. To make available for conference and consultation such of our personnel as
may be reasonably requested by you, given sufficient notice, in order to allow you
to proceed promptly and in an efficient and expeditious manner in the development
of the Project and its financing:
2. To cooperate with all parties engaged in preparing provisions and coven-
ants to be contained in the bond authorizing and securing instruments, and to
develop and present specific recommendations as to the protective and other coven-
ants to be included in the authorizing instnznents;
3. To cooperate with the attorneys for the Issuer, including acceptable
nationally recognized legal counsel, regarding instruments and procedures necessary
to duly authorize and secure the bonds, and regarding other related legal matters;
4. To cooperate with all officials, employees, contractors and agents of the
Issuer relative to the preparation of all pertinent information regarding the
financing, including but not limited to related economic and financial data, and
to disseminate such infoniation to potential institutional investors and financial
publicity media, and to confer with Moody's and/or Standard & Poor's Corporation
with respect to the assignment of favorable investment ratings on the Bonds and in
connection therewith will present to them relevant data and information sufficiently
in advance of the marketing of the Bonds to permit the rating services to evaluate
and rate the Bonds prior to their offering.
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II. THE ISSUER AGREES:
1. To engage qualified consultants to prepare and publish financial
feasibility study and report fully disclosing all pertinent matters relative to
the project; and
2. All expenses and costs of the Issuer incident to the authorization,
issuance and sale of the Bonds to the Underwriters shall be paid from the proceeds
of the Bonds, including Bond Counsel fees, premiums for title insurance as pro-
vided in the Indenture, any and all documentary stamp taxes and all expenses of
printing and delivery of the Bonds, and the Official Stater►ent and recording and
filing fees; and
3. To retain an acceptable nationally recognized legal counsel to repre-
sent the Issuer and issue an unqualified approving legal opinion relative to and
to accompany delivery of the bonds;
4. To disclose and make available to the Underwriter all necessary informa-
tion relating to the Issuer and its resources, the bonds and the related financing
program;
5. To take such action and subscribe to or adopt such resolutions and other
instruments as may be recomwnded by legal counsel as required by law, or other-
wise necessary in order to effect the plan of financing and issuance of bonds
approved by the Issuer; and
III. THE UNDERWRITER AND THE ISSUER AGREE:
1. That, when the dollar principal amount of the bond issue is determined,
and in the opinion of the Underwriter the project is feasible and the bonds are
marketable, the bond counsel is able to give an unqualified approval legal opinion
relating to said bonds, and the Issuer is able to provide the customary
"no-litigation" certificate, the Issuer agrees to negotiate with us in good faith
toward the sale to us of Bonds in such amount as is necessary to complete the
financing at a price, interest cost, and upon other term which are mutually
agreeable.
2. That, the underwriting proposal made by the Underwriter under this Agree-
ment will be accepted or rejected by the Issuer, in writing, at such time as the
underwriting proposal is submitted to the Issuer;
3. If for any reason the bonds would not be issued, it is agreed that you
should be under no obligation to pay to us any fees or expenses incurred by us in
connection with the development of this financing;
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Le 4. That, whenever written notice shall be required under this Agreement,
notice shall be mailed to the following address:
TO THE ISSUER AT: Mayor
City of Batesville
City Hall
Batesville, AR 72370
TO THE UNDERWRITER AT: T. J. RANEY & SONS, INCORPORATED
200 Louisiana Street
Little Rock, Arkansas 72203
5. That, this Agreement supersedes any prior agreements and understandings
between the parties hereto and this Agreement may be changed only in a writing
mutually accepted by both the Underwriter and the Issuer; and
6. This agreement shall be in effect from date of acceptance and thereafter
until Project is completed or abandoned.
Respectfully submitted,
T. J. RANEY & SONS, INC.
(W By
ACCEPTED THIS DATE AND RECOYMMED TO THE
CITY OF BATESVILLE, ARKANSAS
WHITE RIVER HERITAGE CENTER, INC.
By
Chairman
ACCEPTED THIS THE DAY
OF 1981
City of Batesville, Arkansas
By
Mayor
LATTEST:
By
City Clerk