HomeMy WebLinkAbout1070 - Gilmore& Bell - Bond Counsel BILL NO. 2011-018 ORDINANCE NO. �� 7��
AN ORDINANCE APPOINTING GILMORE $ BELL, P.C. AS SPECIAL COUNSEL FOR LEGAL
SERVICES RELATED TO SERVE AS BOND COUNSEL 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 in October of 2010 and
Gilmore & Bell was selected at that time to provide special legal services to the City in connection
with any bond transactions which arose within 90 days from the date of approval; and
WHEREAS, the Board of Aldermen has a desire to evaluate and consider additional bond
transactions within the City for which services may be required, including but not limited to refunding
of current bonds in place within the City and 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 additional transactions requiring the utilization of bond/disclosure
counsei which may occur within the City during the next two years;
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 on any transactions which may occur within the City
within the next two years, subject to the supervision of the City Attorney;
FURTHER THAT the City Attomey is hereby authorized to execute the engagement letter
attached hereto as Exhibit A together with such other documents necessary or incidental to carry out
the terms and conditions of such representation in connection with the proposed issuance of
approximately $2,400,000 of tax increment refunding revenue bonds within the City.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this ��-d day of , 2011.
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Ma or Kathleen L. Rose
>ATTEST: Approved as form:
�_�� - '� - � - � r 1---�_
Robin Littrell, City Clerk a omp n, City Attomey
878-221-1�00 G� T L M.O��E B E L L ST. LOl11S. MISSOURI
FAX�.818�221-1078 WICHITA. KANSAS
WWW.GILMORE9ELLCOM q PROFESSIONAL CORPORATION LINCOLN, NE9RASKA
ATTORNEYS AT LAW
2405 GRAND BOULEVARD,SUITE 1100
KANSAS CITY, MISSOURI 64108-2521
April 21, 20ll
City of Riverside, Missouri
2950 NW Vivion Road
Riverside, Missouri 64150
Attention: Nancy Thompson
Re: Proposed Issuance of approximately $2,400,000 Tax Increment Refundin� Revenue
Bonds of the City of Riverside, Missouri
Dear Nancy:
The purpose of this engagement letter is to set forth certain matters concerning the services we
will perform as bond counsel to tl�e City of Riverside, Missouri (the "Issuer"), in connection with the
issuance of the above-referenced bonds (the "13on�ls"). We understand that the Bonds are being issued for
the purpose of refunding the City's outstanding Tax Increment Revenue Bonds Series 1998, 1999 and
2002 and will be secured by ce�tain TIF revenues and an annual appropriation of the City and will be
rated. We further understand that the Bonds will be purchased at negotiated sale by D.A. Davidson & Co.
(the "Underwriter") and closing is expecCed to occur in late .Iune, 2011.
SCOPE OF ENGAGEMENT
In this engagement, as bond counsel to the Issuer we expect to perform the following duties:
(1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (tl�e
"Bond Opinion") regarding tl�e 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.
(2) Examine applicable law as it relates to the authorization and issuance of the Bonds and
our Bond Opinion and advise the Issuer regarding the legal authority for the issuance of
the Bonds and other legal matters related to the structure of the Bonds.
(3) Prepare or review authorizing proceedings and legal documents necessary or appropriate
to the authorization, issuance and delivery of the Bonds and coordinate the authorization
and execution of such documents.
(4) Prepare or review the official statement to be disseminated in connection with the sale o}'
the Bonds.
2 April 21, 201 l
(5) Drafr or review the continuing disclosure undertaking of the Issuer.
(6) Assist the Issuer in seeking from other governmental authorities such approvals,
permissions, and exemptions as we determine are necessary or appropriate in connection
with the authorization, issuance and delivery of the Bonds, except that we will not be
responsible for any required Blue Sky filing.
(7) Assist the Issuer in presenting information to boud rating organizations and providers of
credit enhancement relating to legal issues afFecting the issuance of the Bonds.
(8) Attend meetings and conferences related to the Bonds and otherwise consult with the
parties to the transaction prior to the issuance of the Bonds. ',
(9} Coordinate the closing of the transaction, and after the closing assemble and distribute
transcripts of the proceedings and documentation relating to the authorizltion and
issuance of the Bonds.
(10) Undertake such additional duties as we deem necessary to complete the financing and to
reitder our Bond Opinion.
Our Bond Opinion will be addressed to the Issuer, the bond trustee and the Underwriter and will
be delivered by us on the date the Bonds 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 certitied proceedings and other certifications of public officials and other persons
furnished to us without undertaking to verify the same by independent investigation, and we will assume
continuing compliance by the Issuer with applicaUle laws relating to the Bonds. During the course of this
engagement, we will rely on you Co provide us with complete and timely information on all developments
pertaining to any aspect of the Bonds and their security. We understand that members of City staff will
cooperate with us in this regard.
Our duties in this engagement are limited to those expressly set forth above. Among other things,
our duties do not include:
(a) Preparing blue sky or investment surveys with respect to the Bonds.
(b) After Closing, providing advice concerning any actions necessary to assure compliauee
with any continuing disclosure undertaking.
(c) After Closing, providing continuing advice to the lssuer or any otlier party concerning
any actions necessary to assure that interest paid on the Bonds �vill continue to be
excludable from gross income for federal income tax purposes (e.g., our engagement does
not include rebate calculations for the Bonds).
(d) Addressing any otl�er matter not specifically set Porth above that is not required to render
our Bond Opinion.
i :
3 Apri( 21, 201 1
Should the City desire assistance with any of the matters described in paragraphs (a) through (d)
we would be happy to discuss a separate engagement for those services.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, tlte Issuer will be our client and an attorney-client
relationship will exist between us. We assume that all other parties, including the Underwriter, will retain
such counsel as they decm 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
not counsel lo any other pariy, and we are not acting as an intermediary among tlte parties. Our services
as bond counsel are limited to those contracted for in this letcer; the fssuer's execution of this engagement
letter will constitute an acknowledgment of those limitations. Our representation of the Issuer will not
affect, however, our responsibility to render an objective Bond Opiiiion.
Our representation of the [ssuer and the attorney-client relationship created by this engagement
letter will be concluded upon issuance of the Bonds and delivery of our Bond Opinion. Nevertheless,
subsequent to Closing, we will mail the appropriate Internal Revenue Service Fonn 8038 and prepare and
distribute to the participants in the transaction a transcript of the proceedings pertaining to the Bonds. We
do not uitdertake (unless separately engaged) to provide continuing advice to the Issuer or any other party
concen�ing any actions necessary to assure that interest paid on the Bonds will continue to be excludable
from gross income for federal and Missouri income tax purposes or to assure compliance with the
continuing disclosure requirements of applicable federal securities laws. Nonetheless, subsequent events
may af�ect the tax-exempt status of interest on the Bonds and compliance with federal securities laws.
Consequently, continued monitoring and ocher action to assure complia��ce with these requirements may
be necessary. Should the Issuer want our firm to assist with such compliance (e.g., arbitrage rebate
calculations and ongoing securities law disclosure), our participation in such post-closing matters must be
specifically requested, and a separate engagement will be required.
FEES
Based upon (i) our current understanding of the terms, structure, size and scliedule of the
financing represented by the Bonds, (ii) the duties we will undertake pursuant to this engagement letter,
(iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we will assttme in
connection therewith, we estimate that our fee will be $25,000. Our fee may vary (a) if the principal
amount of Bonds actually issued differs significantly from the amount stated above, (b) if material
changes in the structure or schedule of the financing occur, or (c) if unusual or unforeseen circumstances
arise which require a significant increase in our time or responsibility. If, at any time, we believe that
circumstances require an adjustment of our original fee estimate, we will advise you and prepare and
provide to you an amendment to this engagement letter.
Our fec is usually paid at the Closing, and we customarily do not submit any statcment until the
Closing unless tl�cre is a substantial delay in completing the financing. If the financing is not
consummated or is completed without the delivery of our F3ond Opinion as bond counsel, or our services
are othenvise terminated, we will expect to be paid a fee that is mutually agreed on between you and us,
plus reimbursement of our out-of-pocket expenses.
4 April 21, 2011
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
retained by us after the termination of this engagement.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of
this engagement letter dated and signed by an authorized officer, retaining the original for your files. We
look fonvard to working with you.
GILMORE & BELL, P.C.
�/����
By:
Gary A. Anderson
ACCEPTED AND APPROVED:
CITY OF RIVERSIDE, 1VIISSaURI
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cc: Charlie Zimik