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HomeMy WebLinkAbout2061 Extending Term for Employing Gilmore and Bell, P.C. as Special Legal Counsel for Disclosure Compliance Services BILL NO. 2025-017 ORDINANCE NO. 2061 AN ORDINANCE EXTENDING THE TERM FOR EMPLOYING GILMORE AND BELL, P.C. AS SPECIAL LEGAL COUNSEL IN CONNECTION WITH DISCLOSURE COMPLIANCE SERVICES 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 and extending their term as special legal counsel for the City of Riverside in connection with post- issuance disclosure compliance services, and the Mayor is hereby authorized to execute the attached engagement letter agreement on behalf of the City. SECTION 2. FURTHER AUTHORITY. The Mayor, City Administrator, Finance Director, and other employees and agents of the City, are hereby authorized and directed to execute such other documents, certificates and instruments and take such actions as may be necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 3 - 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 Board of Aldermen and APPROVED by the Mayor of the City of Riverside this 4th day of March 2025. /s/ Kathleen L. Rose Mayor Kathleen L. Rose ATTEST: /s/ Robin Kincaid Robin Kincaid, City Clerk GILMORE BELL 2405 Grand Boulevard,Suite 1100 Kansas City,Missouri 64108-2521 (816) 221-1000 / (816) 221-1018 FAX/ gilmorebell.com February 26,2025 Erika Benitez Finance Director City of Riverside,Missouri 2950 NW Vivion Road Riverside,Missouri 64150 Re: Disclosure Compliance Services Proposal Dear Ms.Benitez: Gilmore and Bell, P.C. ("Gilmore& Bell" or the"Firm")is pleased to submit this post-issuance disclosure compliance services proposal (the "Engagement") to the City of Riverside, Missouri (the "City"). Our existing engagement with the City to provide disclosure compliance services expired December 31, 2023 by its terms. The purpose of this Engagement is to extend the term for providing disclosure compliance services by Gilmore & Bell to assist the City in meeting its continuing disclosure obligations in accordance with federal securities laws. If the City accepts this Engagement,Gilmore&Bell will perform such services in consideration of the mutual covenants and terms of this Engagement. SCOPE OF ENGAGEMENT It is our understanding that the municipal securities listed on Exhibit A are the outstanding municipal securities of the City subject to a continuing disclosure undertaking. Gilmore&Bell will assist the City in meeting its continuing disclosure obligations with respect to the municipal securities identified on Exhibit A and any municipal securities issued during the term of this Engagement with respect to which the City is an obligated person under a continuing disclosure undertaking (together, the "Bonds") by providing the following services,beginning with the City's fiscal year ended June 30,2024: • Review the continuing disclosure agreements/undertakings for the Bonds(the"Disclosure Agreements") and determine the operating data and financial information required to be disclosed by the City on an annual basis; • Provide the City with an annual reminder of the upcoming annual report filing date; • Provide the City annually with a memorandum listing material events requiring additional disclosure; • Draft the City's annual report and assist the City in updating, as of the end of each fiscal year,the appropriate operating data and summary financial information; • Submit the City's annual report to the MSRB, via EMMA. If the City's annual report is not available as of the report filing date, file the appropriate notice required under the Disclosure Agreements;and • Provide the City confirmation that the annual report has been submitted to the MSRB. Disclosure Compliance Services Proposal February 26,2025 Page 2 of 4 By acceptance of the terms of this Engagement, the City is confirming Gilmore & Bell's appointment as a designated agent for the sole purpose of submitting to the MSRB, via EMMA, annual reports,event notices,and other materials furnished by the City. The content of the financial information and operating data to be included in each annual report is solely the responsibility of the City.Gilmore&Bell is not responsible for the accuracy or completeness of the information contained in any annual report.Gilmore&Bell will not undertake a"due diligence"review of the City, its operations or its financial condition in connection with the performance of these services. Such a review is outside the scope of our limited Engagement described in this Engagement. This Engagement does not include a review of the City's past continuing disclosure compliance or preparation or submission of any filings which may have been due prior to this Engagement. In addition, this Engagement only relates to the City's annual reporting obligations pursuant to contractual obligations of the City. As such, it does not include analysis or advice related to whether an event notice is required to be filed pursuant to the Disclosure Agreements, including materiality analyses. POINT OF CONTACT Gilmore & Bell will provide the necessary attorneys, disclosure analysts, legal assistants and administrative support to perform the services under this Engagement.A Gilmore&Bell disclosure analyst will contact the City in advance of the annual filing deadline to begin the process of completing the annual report. Initially, Gilmore & Bell's primary point of contact at the City for this Engagement will be as follows: Erika Benitez Telephone: (816)741-3993 Email:ebenitez@riversidemo.com The City will notify Gilmore & Bell if it wishes to change the primary point of contact for this Engagement. FURNISHING OF INFORMATION Gilmore & Bell will request the information required by the Disclosure Agreement from the City within a reasonable time prior to the filing date and will work closely with the City to gather such information. The City hereby agrees to timely provide all information requested by Gilmore & Bell. In addition, the City acknowledges that if all information required to be included in the annual report is not provided to Gilmore & Bell at least three (3) business days before the filing date set in the Disclosure Agreement,we cannot guarantee that the annual report will be timely filed. GILMOREBELL Disclosure Compliance Services Proposal February 26,2025 Page 3 of 4 FEES Gilmore & Bell's fee for providing the services pursuant to this Engagement is$1,500 per year(for an aggregate amount of $7,500 for the five-year contract term). The City may pay the fee annually or may make an advance payment of the full or any remaining aggregate amount upon execution or at any time during the term of this agreement. If paid annually,the annual fee will be payable upon confirmation that the City's annual filing, or other appropriate notice, has been submitted to the MSRB. If the City pays the aggregate amount upon execution of the proposal,or any remaining aggregate amount at a later date during the contract term,the aggregate fee will be deposited to a special trust account maintained by Gilmore& Bell for client fees held as a retainer. The portion of the aggregate fee held as retainer will be earned and disbursed to Gilmore & Bell's general operating account upon confirmation that the City's annual filing, or other appropriate notice, has been submitted to the MSRB at a rate of$1,500 per year, unless this Agreement is otherwise terminated by either party as described above. No interest will be paid on funds held in this special trust account.All earnings attributable to the investment of amounts within this account are disbursed to a charitable foundation as required by the State bar association. In addition, Gilmore & Bell expects to be reimbursed for all out-of-pocket third-party expenses made on the City's behalf. TERM OF ENGAGEMENT; TERMINATION The initial term of this Engagement shall be from the date below through January 31, 2029. This agreement may be terminated at any time by either party with 30 days written notice to the other party. Upon termination of this agreement,the City will pay all unpaid fees and expenses for services performed prior to the time of termination. ATTORNEY-CLIENT RELATIONSHIP; CONFLICTS Upon execution of this engagement letter, the City will be our client and an attorney-client relationship will exist between us with respect to this Engagement. Our services pursuant to this Engagement are limited to those contracted for in this letter;the City's execution of this engagement letter will constitute an acknowledgment of those limitations.Gilmore&Bell does not provide investment advice, advice relating to any municipal financial products or financial advice relating to the issuance of municipal securities, and nothing contained in this Engagement or any services provided by Gilmore & Bell under this Engagement shall constitute advice to the City with respect to municipal financial products or the issuance of municipal securities(other than legal advice),all within the meaning of Section 15B(e)of the Securities Exchange Act of 1934,as amended. Gilmore& Bell represents many political subdivisions, underwriters and others in public finance transactions.It is possible that during the time that we are representing the City under this Engagement,one or more of our present or future clients will have transactions with the City. 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 scope of this Engagement so as to make such representations not adverse 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 this Engagement. Execution of this letter will signify the City's consent to our representation of others consistent with the circumstances described in this paragraph. GILMOREBELL Disclosure Compliance Services Proposal February 26, 2025 Page 4 of 4 CONCLUSION If the foregoing terms are acceptable to the City, please return a signed copy of this Engagement letter to me and retain a copy for your files.The offer to perform the services described in this Engagement expires 60 days from the date first shown above and no Engagement will commence unless and until we receive a copy signed by the City within such timeframe.Thank you again for your interest in our disclosure compliance services and we look forward to working with you. Very truly yours, /s/ David S. Martin David S. Martin DSM:emw cc: Bill Burns Alice Wasson Acknowledged and Agreed as of March 4, 2025. CITY OF RIVERSIDE,MISSOURI By: /s/ Kathleen L. Rose Name: Kathleen L. Rose Title: Mayor GILMORE BELL EXHIBIT A LIST OF MUNICIPAL SECURITIES • $12,620,000 Riverside-Quindaro Bend Levee District of Platte County,Missouri levee District Improvement Refunding Bonds(L-385 Project),Series 2017 • $18,370,000 Industrial Development Authority of the City of Riverside,Missouri Industrial Development Revenue Refunding Bonds(Riverside Horizons Infrastructure Project),Series 2017 A-1