HomeMy WebLinkAbout1036 Special Bond Counsel Gilmore&Bell BILL NO. 2010-060 ORDINANCE NO. ��f3�
AN ORDINANCE APPOINTING AS SPECIAL COUNSEL FOR LEGAL SERVICES
RELATED TO SERVE AS BOND CCIUNSEL AND ESTABLISHING TERMS AND
CONDITIONS FOR SUCH SERVICES
WHEREAS, Section 110.110 of the Riverside City Code provides that one of the
duties of the City Attorney is to oversee the retention and supervision of outside counsel
where specialized work is deemed necessary; and
WHEREAS, the City deems it necessary and desirable to contract with a qualified
attorney for special counsel legal services to serve as bond/disclosure counsel for the City;
and
WHEREAS, the procedure by which special counsel is retained is governed by
Section 79.230 of the Revised Statutes of Missouri which provides that the employment of
special counsel shall occur by the Mayor and Board of Aldermen pursuant to adoption of an
ordinance; and
WHEREAS, five firms submitted proposals to provide such services and the Board of
Aldermen find it is in the best interest of the citizens of the City of Riverside to authorize and
approve an agreement with Gilmore and Bell, PC to provide such services in connection
with any transactions which may occur within the City within the next 90 days;
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT Gilmore & Bell, PC is hereby appointed as special legal counsel for the City of
Riverside to serve as bond/disclosure counsel related to any financing of economic
development projects and/or public infrastructure together with any other related
transactions which may occur within the City within the next 90 days, subject to the
supervision of the City Attorney;
FURTHER THAT the City Attorney is hereby authorized to execute an engagement
letter and/or agreement for such services together with such other documents necessary to
carry out the terms and conditions of such representation.
BE IT REMEMBERED that the above was read two times by heading only, PASSED
AND APPROVED by a majority of the Board of AI er en and APPROVED by the Mayor of
the City of Riverside, Missouri, this /�` day of -f,2:' -� , 2010.
ayor Kathleen L. Rose
ATTEST: Approve o form:
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Robin Littrell, City Clerk n s n, Ci y Attorney
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GILMORE 8L SELL
A PRDFESSIONAL CORPORATION �
818-431-1000 ATTORNEYS A7 LAW
- FA%�. 81fi�221-1018 5T LOUIS. MISSOIIRI
2405 GRAN� BOULEVARD, SUITE 1100 wlCHirq, KANSns
WNnN.GILMOREBELLCOM KANSAS CITV, MISSOURI 641084521 uNGOLN.NEBRASKA
October 29, 2010
City of Riverside, Missouri
2950 N.W. Vivion Road
Riverside, Missouri 64150
Attention: Nancy Thompson
Rc: Pro osed Issuance of a roximately $20,000,000 Recovery Zone Facility Revenue Bonds
Project), Series 2010 by the City of Riverside, Missouri
("/.c.cUCr")
Dear Nancy:
The purpose of this engagement letter is to set forth certain matters concerning the services we
will perform as bond counsel to the Issuer, in conuection with the issuance of the above-referenced
Chapter 100 Recovery Zone Facility Revenue Bonds (the "Bond.s"). We understand that thc Bonds are
being issued far the purpose of tinancing the construction and equipping of a manufacturing facility in the
City (the "ProjecP') and d�at the I3onds will be limited obligations of the lssuer, payable solely from
revenues received from (the "Borrower"). We further understand that the Bonds
will be purchased in a privatc placement by a purchaser selected by the Borrower.
SCOPE OF ENGAGEMENT
In this engagement, as bond counsel to the [ssuer we expect to perform the following duties:
(1) Prepare the Chapter 100 proceedings, including the Plan for Industrial Development,
cost-benefit analysis and performance agreement.
(2) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the
`Bond Opinion") regarding the validity and binding effect of the Bonds, the excludability
of interest on the Bonds from gross income for federal and Missouri income tax purposes,
and such related matters as we deem necessary or appropriate.
(3) Examine applicable law as it relates to the authorization and issuance of the Bonds and
our E3ond Opinion and advise the lssuer regarding the legal authority for the issuance of
the Bonds and other legal matters related to the structure of the Bonds.
(4) Prepare or review authorizing proceedings and other legal docun�ents necessary or
appropriate to the authorization, issuance and delivery of the Bonds and the lease of the
Project to the [3orrower and coordinate the authorization and execution of documents.
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(5) Prepare the lssuer's declaration of official intent to reimburse Project costs paid by the
Borrower prior to the issuance of the Bonds.
(6) Draft the necessary public notice and proceedings for the required public hearing with
respect to the Bonds and the form of approval of the Bonds by the Mayor of the Issuer.
(7) Assist the Issuer in seeking from other governmental authorities such approvals, recovery
zone facility bond volume cap allocations, permissions and exemptions as we determine
are necessary or appropriate in connection with the authorization, issuance, sale and
delivery of the Bonds. We understand, however, that the Borrower will be responsible for
obtaining all approvals and permits relating to the construction and operation of the
Project.
(8) Attend meetittgs and conferences related to the Bonds and otl�erwise consult with the
parties to the transaction prior to the issuance of tlie Bonds.
(9) Coordinate the closing of the transaction, and after the closing assemble and distrihute
transcripts of the procecdings and documentation relating to the authorization and
issuance of the Bonds.
(10) Undertake such additional duties as we deem necessary to complete the financing and to
render our Bond Opinion.
Our Bond Opinion will be addressed to the Issuer, the Borrower and the purchaser of the Bonds
and will be delivered by us on the date the Sonds are exchanged for their purchase price (the "Closing").
The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond
Opinion, we will rely upon the certified proceedings and other certifications of public officials, officers of
fie Borrower and other persons furnished to us without undertaking to verify the same by independent
i.vestigation, and we wil( assume continuing compliance by the lssuer and the Borrower with applicable
13ws relating to the Bonds. During the course of this engagement, we will rely on the Borro�ver to
Frovide us with complete and tirnely information on all developments pertaining to any aspect of the
F roject, the Bonds and the security for the [3onds.
ATTORNEY-CLIENT RELATiONSffiP
Upon execution of this engagement letter, the Issuer will be our client and an attorney-client
relationship will exist between us. We assume that all other parties, including the Borrower, will retain
such counsel, as they deem necessary and appropriate to represent their interests in this transaction. We
further assume that all other parties understand that in this transaction we represent only the Issuer, we are
n rt counsel to the Borrower or any other party, and we are not acting as an intermediary among the
p irties. Our services as bond counsel are limited to those contracted for herein; the Issuer's execution oP
this engagement letter will constitute an acknowledgment of those limitations. Our representation of the
I suer will not affect, however, our responsibility to render an objective Bond Opinion.
Our representation of the Issuer and the attorney-client relationship created by this engagement
letter will be concluded upon issuance of the 13onJs and the delivery of our Bond Opinion. Nevertheless,
subsequent to Closing, we will mail Internal Revenue Service Form 8038 and prepare and provide to the
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participants in the transaction a transcript of the proceedings pertaining to the Bonds. We do not
undertake (unless separately engaged) to provide continuing advice to the Issuer or any other party
concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded
from gross income for federal and Missouri income tax purposes or to assure compliance with the
ontinuing disclosure requirements of applicable federal securities laws. Nonetheless, subsequent events
nay affect the tax-exempt status of interest on the Bonds and compliance �vith federal securities laws.
Consequently, continued monitoring and other action to assure compliance with these requirements may
m necessary. Should the Issuer or the Borrower want our firm to assist with such compliance (e.g.,
arbitrage rebate calculations and ongoing securities law disclosure), our plrticipation in such post-closing
matters must be specifically requested, and a separate engagement will be required.
F�ES
Although the lssuer will be our sole client, the Borrower will be responsible for paying our legal
fees. Our fee as bond counsel will be $65,000 plus our out of pocket expenses, which generally do not
•xceed $2,500.
RECORDS
At your request, papers and property furnished by you will be returned promptly upon receipt of
payment for outstanding fees and client charges. Our own files, including lawyer work product,
pertaining to the transaction will be retained by us. For various reasons, including the minimization of
unnecessary storage expenses, we reserve the right to dispose of any documents or other materials
retaii�ed by us after the termination of the engagement.
If the forcgoing terms are acceptable to you, please so indicate by return the enclosed copy of this
engagement letter dated and signed by an authorized officer, retaining the original for your files. We look
forward to working with you.
GILMORE & BELL, P.C.
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By:
Gary A. Anderson
ACCEPTF,D AND APPROVED:
rITY OF RIVF,RSIDE, MISSOURI
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