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3010 RESOLUTION NO. 3,010 A RESOLUTION ACCEPTING THE PROPOSAL OF STEPHENS, INC. , T. J . P.ANEY & SONS AND DZBBS SULLIVAN INVESTMENT COMPANY, INC. , FOR THE EXCHANGE AND/OR REFUND Of 1936 AND 1956 WATER REVENUE BONDS OF THE CITY OF LITTLE ROCK AND THE ISSUANCE OF CERTAIN WATER REVENUE CAPITAL IMPROVEMENT BONDS; AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO ACCEPT SAID PROPOSAL ON BEHALF OF THE CITY OF LITTLE ROCK; AND FOR OTHER PURPOSES . BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1. The proposal of Stephens, Inc. , T. J. Raney & Sons and Dabbs Sullivan Investment Company, Inc . , of Little Rock, Arkansas, addressed to the Board of Directors of the City of Little Rock, Arkansas, dealing with the matter of exchanging and/or refunding all outstanding Water Revenue Bonds of the City of Little Rock dated February 1, 1936, and August 1, 1956, and the issuance of certain additional Water Revenue Capital Improvement Bonds for the City of Little Rock, Arkansas, is hereby agreed to and accepted. Said proposal is in words and form as follows: Board of Directors City of Little Rock Little Rock, Arkansas Gentlemen: We, the undersigned, have made an extensive study of the outstanding bonded indebtedness of the Water Department of the City of Little Rock and the purpose of this letter is to submit a proposal for our services in connection with a refund and/or exchange of said bonded indebtedness as set forth below. It clearly appears that by entering into the program hereby proposed the City can save substantial in- terest, remove various restrictive provisions in ordinances and trust indentures and make available additional moneys for the General Fund of the City of Little Rock for improve- ments such as port facilities, all in the best interest of the City and its citizens. We, therefore, submit the following proposal : 1. A. The City has outstanding $3,366,000 of 4% Water Reve- nue Bonds dated February 1, 1936. The ordinances and trust indenture securing this bond issue contain restrictive provisions that are not required by existing enabling legislation autho- rizing the issuance of water revenue bonds, and if these bonds can be refunded or exchanged these restrictive provisions may be removed, thereby giving the City more flexibility as to the use of water revenues. However, these bonds are not callable prior to maturity and it will require an extensive effort on our part to contact the various bondholders and attempt to make Page Two satisfactory arrangements with them for them to voluntarily turn in their bonds . We will undertake the task of contactinL, all of the bondholders and use our best efforts to prevail upon the bondholders to turn in their bonds . B. The City has outstanding $9 ,187,000 of various rate hater ,te`-enue Bonds , dated .',ugust 1 , 1956. We agree to act as your agent in underwriting an issue of ''ater Department Revenue Refunding Bonds to refund such of the 1956 bonds as are outstanding. C. It is our understanding that the City needs approxi- mately $5 ,000 ,000 nor capital improvements to the waterworks sys�em. ie agree to act as your agent in underwriting an issue of such of saiu improvement bonds as the City may elect to issue . 2. It is understood and we agree that there will be no obli- gation on the part of the City of Little Rock under this Agree- ment unless and until it has unquestionably been determined that the outstanding bonds dated February 1, 1936 , can and will be exchanged and/or refunded in accordance with all provisions o this proposal , and chat the City of Little ,:ock can and will completely released and discharged of any anu all responsi- bility and obligation under the Trust Indenture dated the same date and by which the said bonds are issued. 3 . �,. . If we are successful in exchanging and/or refunding the • Page Three February 1, 1936, Water Revenue Bonds and the August 1, 1956, Water Revenue Bonds, we agree to pay the following expenses : (A) Publication expenses of all notices and ordinances; (B) Bond printing expenses ; (C) Trustee ' s authenticating fee; and (D) The fee of the bond approving attorney . 4. In consideration oL our performing this service in ex- changing and/or refunding the outstanding bonds on the issue Liaced Zebruary 1, 1936, and on the issue dated August 1, 1956, and chL paying of the expenses above identified and all ocher expenses incurred by us in the performance of our responsibilities hereunder, we shall expect to be paid a fee of t% of the principal amount of said exchanged and/or refunding bonds. If we are unable to exchange and/or refund both the 1936 and 1956 bonds there will be no costs or ex- pense to the City. 5 . If the City chooses to issue all or any part of the Cap cal Improvement Bonds referred to in Subparagraph C of Para- graph 1 hereinabove set forth, we expect to be paid a fiscal agent ' s fee of 1% of the principal amount of such Capital Im- provement Bonds as are issued. Further, we agree to pay the following expenses in connection with the issuance of such Capital Improvement Bonds: (A) Publication expenses of all notices and ordinances ;` Page Four (B) Bond printing expenses; (C) Trusteets authenticating fee ; and (D) The fee of the bond approving attorney . 6. It is understood and agreed that our fee , earned in ex- changing and/or refunding the bonds dated February 1, 1936, and August 1, 1956 , shall be paid solely and only out of premium exceeding the sum of $641,556 paid by the buyer of the refunding bonds. Premium exceeding the sum of $641,556 plus the amount of our fee is to be retained by the City. It is understood and we agree that the sum of $641,556 herein referred to is to be used solely for the purpose of paying premium due in calling the Water Revenue Bonds dated August 1, X956, and such interest as may be due on said issue and the Water Revenue Bonds dated February 1, 1936 , and that such of said sum as is not needed for said purposes shall also be retained by the City. It is further understood and agreed that there are no financial obligations on the part of the City of Little Rock for any costs or expenses incurred in connection with the exchange and/or refund of the bonds out- standing dated February 1, 1936, and August 1, 1956. Further, the City shall not be obligated under this Agreement if the net effective interest cost bid on the sale of any exchanged and/or refunding or capital improvement bonds •zceeds the net effective interest cost being paid on similarly rated bonds sold by cities of comparable size in the Southern Page Five and Southwestern areas of the United States at the time or immediately prior to any offer of sale held hereunder and under similar circumstances and conditions ; nor, shall the City be obligated hereunder if the principal and interest on the exchanged and/or refunding bonds over the life thereof exceeds the total payout of principal and interest on such of the said 1936 and 1956 Water Revenue Bonds as are now outstanding. 7 . We will agree to prepare the necessary maturity sche- dules and work out other provisions, including redemptive features, with the best interest of the City of Little Rock in mind and will handle all details incident to the authori- zation and issuance of all bonds . It is understood and agreed that any and all sales of bonds authorized pursuant to the provisions of this proposal shall be at public sale } with competitive bidding. 8 . This agreement is subject to our receiving -the un- qualified approving opinion of Messrs . Mehaffy, Smith, Williams, Friday & Bowen, Bond Counsel, Little Rock, Ark- ansas, as to the legality of the issue and it is under- stood that this agreement shall remain in force and effect for twelve months from the date hereof. 9 . If the proposal set forth hereinabove is acceptable, • • Page Six please have your duly authorized officers sign the acceptance in the blank below and we will immediately commence our work under this Agreement. DATED this day of , 1963. Respectfully submitted, STEPHENS, INC. T . J. RANEY & SONS DABBS SULLIVAN INVESTMENT COMPANY, INC. Little Rock, Arkansas By Accepted and agreed to this day of , 1963. CITY OF LITTLR ROCK, ARKANSAS BY Mayor (Seal) ATTEST: City Clerk // SECTION 2. The Mayor and City Clerk are hereby authorized and directed to accept said proposal on behalf of the City of Little Rock by executing same at the place and in the manner indicated thereon. SECTION 3. This resolution shall be in full force and effect from and after its adoption. ADOPTED: May 8, 1963 ATTEST: ee. - APPROVED: I/ Ste/ City Clerk 11ayor.