HomeMy WebLinkAbout1297 Special Legal Counsel Gilmore & Bell BILL NO. 2014-024 ORDINANCE NO.- 12 617
AN ORDINANCE APPOINTING GILMORE AND BELL, P.C. AS
SPECIAL LEGAL COUNSEL
WHEREAS, Section 79.230 of the Revised Statutes of Missouri provides that the Mayor
and Board of Aldermen may employ special counsel by ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1 — APPOINTMENT. That Gilmore and Bell, P.C. is hereby employed as special
legal counsel for the City of Riverside in connection with the proposed Issuance of
approximately $7,995,000 Tax Increment Refunding Revenue Bonds of The Industrial
Development Authority of the City of Riverside, Missouri, and the Mayor is hereby authorized to
execute the attached engagement letter agreement on behalf of the City.
SECTION 2 — EFFECTIVE DATE. This ordinance shall be in full force and effect from and
after the date of its passage and approval.
BE IT REMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Bo d of Aldermen and APPROVED by the Mayor of the
City of Riverside this ISS day of , 2014.
eor Kathleen L. Rose
ATTEST: '
Rabin Liftrell,eity Clerk
GILmokEBELL
816-221-1000 MAIN GILMORE 8 BELL PC ST.LOUIS
816-221-1018 FAX 2405 GRAND BOULEVARD,SUITE 1100 WICHITA
GILMOREBELL.COM KANSAS CITY,MISSOURI 64108-2521 OMAHA I LINCOLN
April 4,2014
The Industrial Development Authority of
the City of Riverside,Missouri
Attention: Leland Finley,President
2950 NW Vivion Road
Riverside,Missouri 64150
City of Riverside,Missouri
Attention: Donna Resz,Finance Director
2950 NW Vivion Road
Riverside,Missouri 64150
Re: Proposed Issuance of approximately $7,995,000 Tax Increment Refunding Revenue
Bonds of The Industrial Development Authority of the City of Riverside, Missouri
Dear Donna and Leland:
The purpose of this engagement letter is to set forth certain matters concerning the services we
will perform as bond counsel to The Industrial Development Authority of the City of Riverside, Missouri
(the "Issuer") and the City of Riverside, Missouri (the "City"), in connection with the issuance of the
above-referenced bonds(the "Bonds"). We understand that the Bonds are being issued for the purpose of
advance refunding the City's outstanding Tax Increment Revenue Bonds Series 2004 and will be secured
by certain TIF revenues and an annual appropriation of the City and will be rated. We further understand
that the Bonds will be purchased at a public sale and closing is expected to occur in June,2014.
SCOPE OF ENGAGEMENT
In this engagement,as bond counsel to the Issuer and the City we expect to perform the following
duties:
(1) 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.
2 April 4,2014
(2) Examine applicable law as it relates to the authorization and issuance of the Bonds and
our Bond Opinion and advise the Issuer and the City 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 of
the Bonds.
(5) Draft or review the continuing disclosure undertaking of the City, determine compliance
with prior continuing disclosure undertakings of the City and prepare any necessary
filings in connection therewith.
(6) Review the independent certified public accountant's verification report related to the
escrow established related to the refunding.
(7) Assist the Issuer and the City 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.
(8) Assist the Issuer and the City in presenting information to bond rating organizations and
providers of credit enhancement relating to legal issues affecting the issuance of the
Bonds.
(9) Attend meetings and conferences related to the Bonds and otherwise consult with the
parties to the transaction prior to the issuance of the Bonds.
(10) Coordinate the closing of the transaction, and after the closing assemble and distribute
transcripts of the proceedings and documentation relating to the authorization and
issuance of the Bonds.
(11) 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 City, the bond trustee and the underwriter
purchasing the Bonds (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 certified 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 and the City
with applicable laws relating to the Bonds. During the course of this engagement, we will rely on you to
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.
GILMOPEBELL
3 April 4,2014
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 compliance
with any continuing disclosure undertaking except as may be set forth in a separate
engagement letter.
(c) After Closing, providing continuing advice to the Issuer, the City or any other party
concerning any actions necessary to assure that interest paid on the Bonds will continue
to be excludable from gross income for federal income tax purposes (e.g., our
engagement does not include rebate calculations for the Bonds), provided that these
services may also be provided pursuant to a separate engagement letter or agreement.
(d) Addressing any other matter not specifically set forth above that is not required to render
our Bond Opinion.
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, the Issuer and the City will be our clients and an
attorney-client relationship will exist between us. We assume that all other parties, including the
Underwriter, 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 and the City, we are not counsel to any other party, and we are not acting as an
intermediary among the parties. Our services as bond counsel are limited to those contracted for in this
letter; the City and the Issuer's execution of this engagement letter will constitute an acknowledgment of
those limitations. Our representation of the City and the Issuer will not affect, however,our responsibility
to render an objective Bond Opinion.
Our representation of the Issuer and the City 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 Form 8038
and prepare and distribute to the 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,
the City or any other party concerning 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 affect the tax-exempt status of interest on the Bonds and compliance
with federal securities laws. Consequently, continued monitoring and other action to assure compliance
with these requirements may be necessary. Should the Issuer or the City 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.
GILMOPEBELL
4 April 4,2014
CONFLICTS
As you are aware, our firm represents many political subdivisions, underwriters and others. It is
possible that during the time that we are representing the Issuer or the City, one or more of our present or
future clients will have transactions with the Issuer or the City. We also may represent, in unrelated
matters, one or more of the entities involved in the issuance of the Bonds. We do not believe any such
representation will adversely affect our ability to represent you as provided in this letter, either because
such matters will be sufficiently different from the issuance of the Bonds so as to make such
representations not adverse to our representation of the City or the Issuer or because the potential for such
adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to
the other client will be relevant to any aspect of the issuance of the Bonds.
Execution of this letter will signify the City's and Issuer's consent to our representation of the
Issuer,the City and others consistent with the circumstances described in this engagement letter.
FEES
Based upon (i) our current understanding of the terms, structure, size and schedule 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 assume in
connection therewith, we estimate that our fee will be $45,000. 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 fee is usually paid at the Closing, and we customarily do not submit any statement until the
Closing unless there is a substantial delay in completing the financing. If the financing is not
consummated or is completed without the delivery of our Bond Opinion as bond counsel, or our services
are otherwise 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.
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.
GILM0PJEBELL
5 April 4,2014
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 forward to working with you.
GILMORE& BELL,P.C.
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By:
Gary A.Anderson
ACCEPTED AND APPROVED:
CITY OF RIVERSIDE,MISSOURI
By: Z A�Z�
Title:
Date:
ACCEPTED AND APPROVED:
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE,MISSOURI
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Title:
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GILMOkFBELL