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HomeMy WebLinkAboutResolution No. 1965-89 MICROFILMED ti 4-1U-80 40, RESOLUTION NO A RESOLUTION AUTHORIZING ATTACHED AGREEMENT WITH WILLIAM HOUGH &'CO. , . IN RE : CERTAIN--SERVICES IN REGARD TO FINANCING MUNICIPAL IMPROVEMENTS; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of the City of Cape Canaveral, Florida, as follows : SECTION 1 . The Contract which is attached hereto and by• this reference made a part hereof is hereby approved and the Mayor, attested by the City Clerk is hereby authorized to execute the said Agreement on behalf of the City. SECTION 2 . This Resolution shall take effect immediately upon its adoption. ADOPTED by the City Council of the City of Cape Canaveral this qday of 'kc,«awr/ 1965. ate `k�� 4? rC h fir 1 n ffiC '•R� 16- -` • ikV 9 9 0 °'f Orr pr�K5TS L A'fig�r * f Fvr f• '` /1,..1.21:4`-,' l..r pnq n i� YT.�`/ ,,. VVT1 gyp( 4'y4.f•n3�'‘�© w(jgr' Vit`' Api)ro.vedas to Form: _ JA .07 ivy a "orney— ._.�_.(/)y. . MICROFILMED 4-10-80 AGREEMENT THIS AGREEMENT, made and entered into in duplicate, - this 7tid day of ( ,,,/,u A. D. 1965, by and between William R. Hough & Co. , a Florida partnership, hereinafter referred to as the party of the first part, and the City of Cape Canaveral, a Florida municipality, hereinafter referred to as the party of the second part. W I . T N E S SET H WHEREAS, the City desires to provide certain municipal improvements, including but not minited to, the construction of storm sewers, paved streets and curbings, the installation of fire hydrants and street lights; the acquisition of a water system and to pay the cost of the before mentioned municipal improvements, either by the issuance of assesment bonds or general obligation bonds or the combination of both, and WHEREAS, it is .deemed necessary and advisable by the second party to employ an experienced firm 'to design a financing plan and make recommendations as to the methods of financing, to the party of the second part. NOW, THEREFORE, for and in consideration of the sum of one ($1 .00) dollar paid by each of the parties hereto to the other, the receipt of which is hereby acknowledged by each of the said parties, and in con- • sideration of the covenants and promises herein contained and agreed upon by the parties hereto, the party of the first part agrees to provide the following services to the party of the second part,_. to wit : 1-a. Will analyze the financial and economical history of the City of Cape Canaveral and the economic . trends prevailing in the area and estimate the probable r MICROFILMED :0 • 4.10-80 future growth and economic development of the City; 1-b � Will consult and work with the City officials, its employees and engineers, to develop reliable estimates of the anticipated costs of any particular public improvement; 1-c . Will cause, through information contained in the County Tax Assessors office, a written report to be made to the City correlating the cost of any particular municipal improvement and receipts to the City under a recommended millage ad valorum tax. 1-d. Will develop reliable estimates of the anticipated revenues of the party- of the second party from any unpledged sources . 1-e . Will cause a written report to be made to the City for any particular public improvement to be financed by the assessment program, and such report shall propose the most fair and equitable plan of. assessment. 2. Based on the factors developed in the analysis outlined above, the party of the first part will devise a plan for financing the proposed improvements . The party of the first part will advise the party ' of "the second part with respect to the necessary provisions and covenants to be contained in the authorizing legal proceedings, including but not limited to, date of the proposed obliga- tions, maturities, flor Of funds, estimated interest rates, call provisions, debt service provisions, reserve funds and other pledges, so that the City' s obligations will command as favorable a market price (or conversly as low an average interest cost) as is consistent with the best security which the party of the second part can provide for the proposed obligations . 3. Will confer and advise with the City Attorney regarding the security and other provisions to be contained in the legal proceedings authorizing the said obligations 2 . MICROFILMED 4.10-80 and the validation thereof by the Circuit Court of Brevard County. The principal amount and type of obligations, covenants, conditions and provisions to be contained in the authorizing proceedings and in the validation pro- ceedings shall be consistent with all the findings and be approved by the City Council and the City Attorney for the protection of the City. 4-a. Will, after consultation, suggest the arrangement of security of the bond issue so that it will command the lowest possible rate of " interest; 4-b. Will provide the assistance of a nationaly known and accepted Bond attorney, acceptable to the party of the second part, in regard to any bonds issued by the party of the second part, so as to cause the said bonds to be more marketable ; 4-c. Will advise the party of the second part as to the proper time for the sale of the bonds in order to obtain the lowest possible interest rate . 5-a. Will prepare, and have printed the necessary number of copies of an appropriate official statement, satisfactory to the party of the second part, which will contain information and data of interest 'to prospective purchasers of the bonds . 5-b . Will disseminate the official statement to those who are believed to be interested in bidding for the bonds. A list of prospective purchasers to whom the official statements are furnished will be' delivered to the party of the second part.upon its request. 5-c . Will prepare and have inserted the appropriate advertisements relative to the sale of the bonds . 3 . �- M1C 70F1LMEb 0� 4-10-80 5-d. Will assist the party of the second part in determining the lowest and best bid for the Bonds, and make appropriate recommendations to the party of the second part as to the award of the bonds . 5-e . Will contact, either in person or by telephone, all potential account managers 5-f. In addition, will contact potential institution buyers to acquaint them thoroughly with the bonds, so that they may' reflect their interest to their dealer contacts . 6. Will, in cooperation with the party of. the second part, its employees. and engineers, supervise the- preparation and dissemination of all pertinent informa- tion, economic, engineering and financial, ' required for the official statement respecting these obligations, and will pay the cost of having the said comprehensive official statements prepared and distributed to a broad list of investment bankers and investors . ' 7-a. Will provide the assistance and pay the expenses of its officers and employees to cooperate fully in all matters pertaining to this financing program; 7-b . Will supervise the preparation and pay the cost of printing the certificates to be issued; • 7-c . Will pay all required expenses and advertising costs incurred on behalf of the party of the second part by the party of ' the first part. 8. Will pay the cost of the services of the approving Bond attorney to prepare the required legal proceedings and to issue the approving legal opinion. Engineering fees and expenses, fees and expenses of 4 . MICROFILMED 4-10-80 the City' s Attorney and other expenses that may be incurred by the City are to be paid by the party of the second part and may be paid out of the proceeds of the sale of the obligations as provided by law. IN CONSIDERATION of the premises and the faithful performance by the party of the first part of its obligations here contained, the party of the second part agrees as follows : A. To cooperate and make available to the party of the first part all the, necessary date re- lating to the City and to the proposed financing and the costs of the project being financed, , as may be reasonably requested by said party of the first part. B. To take such steps and such official action as may be' necessary to the completion of the proposed financing and to adopt such resolutions and/or ordinances, or conduct such elections as may be re- quired to authorize the issuance of the proposed bonds and the validation thereof, as well as the sale and delivery of the same . C-1 . To pay the said party of the first part for services rendered and expenses incurred, -simultaneously with the delivery of said obligations to the purchaser and the payment therefor a sum of money equal toyone and one- half (1 1/2%) percent of the total issue sold and delivered. Only such amount of obligations will be sold and delivered as shall be sufficient to provide funds to pay the total costs of the construction for the project and other expenses properly necessary and incident to the completion of the proposed program. • 5.. • ¢'° ''MICROFILMED Q 4,10-80 C-2. It is agreed by the parties hereto that the party of the second part reserves the right to exercise its official discretion and to freely perform its official duties in all matters concerning the issuance -of the pro- posed bonds as required by law. In the event the party of the second part does not consider the price, bid and the interest rate specified to be satisfactory, and does not sell and deliver the bonds to any purchaser, the said party of the first part will have no claim or demand against. the party of the second part for services rendered - or expenses incurred. C-3. It is further agreed by the parties hereto that the party of the first part shall serve the party of the second part in the same capacity and on the _same terms as set forth in this Agreement, for a period of two '(2) years from the date hereof, in order that proper con- sideration be given to the problem of financing the further improvements hereinbefore referred to as necessary to the normal development of the City. C-4. This Agreement may be cancelled by either party upon sixty . (60) days written notice from one party to the other of its intention to cancel the said Agreement. It is specifically understood and agreed upon -by the parties hereto, that no reason for such cancellation need be given by either party to the other. C-5. In the event that the party of the first part bids upon the .City' s bonds, and is awarded the 'sale of the said bonds, or in .the alternative-, in the event the party of the first part purchases the party of the second parts bonds by negotiations, the party of the second part shall not pay nor be obligated to pay to the party of the first part the one and one-half (1 1/2%) percent of the 6. -MICROFILMED ; 41. 4.10.80 total issue hereinbefore mentioned in Paragraph C-1 of this Agreement. It is specifically the intention of the parties, understood by the parties and agreed to ly the parties hereto, that in the event the party of the first part purchases the bonds of the party of the second part or any portion thereof, either by bid or negotiation, . the said fee for services and expenses is waived as to the bonds purchased and the City shall not be obligated for the payment thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, in its respective names, the day and year first above written. WILLIAM R. HOUGH & CO. By . ATTEST : Party of the First Part. Partner CITY OF CAPE CANAVERAL Mayor Party of the Second Part ATTEST: ity ler s621- • Approved as to Form: - • C t.rney