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Home My WebLink About85482 RESOLUTION NO. 8,548 3 4 5 A RESOLUTION APPOINTING THE FIRM OF 6 FRIDAY, ELDREDGE & CLARK AS BOND COUNSEL 7 FOR THE PROJECT 2000 CAPITAL IMMOVE74ENT 8 BOND ISSUE, AUTHORIZING THE CITY MANAGER 9 TO EXECUTE A LETTER OF ENGAGEMENT WITH THE 10 FRIDAY FIRM, AND FOR OTHER PURPOSES. 11 12 WHEREAS, the City has called an election for October 8, 13 1991, to levy a $.005 sales and use tax to finance a capital 14 improvement bond issue; and 15 WHEREAS, it is necessary to have bond counsel to work 16 with the City in finalizing the ordinances and other 17 documents for this election and to perform legal work to 18 assure the issuance of the bonds; and 19 WHEREAS, the City requested proposals from qualified 20 law firms to handle this legal work; and 21 WHEREAS, the proposals were reviewed by a selection 22 committee selected in accordance with City ordinance and 23 policy; and 24 WHEREAS, the committee has concluded that the law firm 25 of Friday, Eldredge & Clark is the most qualified firm to 26 handle this legal work and a contractual agreement with this 27 firm has been reached which, among other things, assures 28 participation in the legal work by a predominantly minority 29 legal firm. 30 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF 31 DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: 32 SECTION 1. The law firm of Friday, Eldredge & Clark is 33 appointed to act as bond counsel for the City's Project 2000 34 capital improvement bond issue pursuant to the terms of the 35 Letter of Engagement attached as Exhibit A to this 36 Resolution. Fq q 63 M w 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 SE_CTION__ 2: he C_it_y_ Manager is aut zed to execute the Letter of Engagement with the Friday l�firm in a form substantially the same as that attached as Exhibit A to this Resolution. ADOPTED: August 6, 1991 RO APPROVED AS TO FORM: ��.p w..rt�� THOMAS M. CARPENTER CITY ATTORNEY -PPR .D C0 LI M= A M M r M M M= M O$7I)AY, ELDR'EDGE & 'C A- -R-LO CHRISTOPHER NELLER. P.A. July 23, 1991 City of Little Rock City Hall 500 West Markham Little Rock, Arkansas 72201 A M M r EXHIBIT A 362 Re: Proposed City of Little Rock, Arkansas Sales and Use Tax Bonds for Project -2000 Ladies and Gentlemen: LAURA MENSLEY SMITH, P.A, ROBERT M. SHAPER. R WILLIAM . GRIFFIN II P.A. THOMAS N. ROSE, P.A. MICHAEL 5. MOOR. DIANE S. MACKEY, P WALTER M. EBEL III, PA. KEVIN A. CRASS WILLIAM P ADDELL, JR.. P.A. CLYDE "TAB TURNER CALVIN J. HALL, P SCOTTJ.L NCASTER JERRT L ALONE. P M. GAYLE CORLEY, P ROBERT B. BEACH, JR.. P.A. S. RAND. LPH LOONEY J. LEE BROWN AMES C. BAKE.. JR. H. C H AR LES GBCNWEND. JR. HARPY A. LIGHT SCOTT H.TUCKER JOHN CLAYTON RANDOLPH GUY ALTNN WADE P RI CE C. GARDNER THOMAS F MEEKS J, MICHAEL PICRINS TONIA P. JONES DAVID D. WILSON JEFFREY H. MOOR. WILL I AM J [SMITH WILLIAM A. ELDREDGE, JR., P.A. WILl1AM L. TERRY WILLIAM L. PATTON. JR., RA. The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above - referenced bonds ( "the Bonds ") by the City of Little Rock, Arkansas (the "Issuer "). Bond counsel is engaged as a recognized independent expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of bonds. As bond counsel, we will: examine applicable law; prepare ordinances, election papers and other authorizing and operative documents; consult with the parties to the transaction prior to the issuance of the Bonds; review certified proceedings; and undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion to the effect, among other things, that: (1) the Bonds are valid and binding obligations of the Issuer; (2) principal of and interest on the Bonds are payable from, and secured by a pledge of, collections from the sales and use tax voted for retirement of the Bonds; and (3) the interest paid on the Bonds will be (i) excluded from gross income for federal income tax purposes, and (ii) exempt from State of Arkansas income taxes. ??C4% 65 A PARTNERSHIP OF INDIVIDUALS AND PROFESSIONAL ASSOCIATIONS HERSCH a H. Fgmb, p, a. B. S. CLARK ATTORNEYS AT LAW ROBERT v uGHT, p, P, 'A LLIAM N. SUTTON, A. 2000 FIRST COMMERCIAL BUILDING JAMES W, HOORE BYRDN M, EISEMAN. JR., PA. a00 WEST CAPITOL JOE D. BELL, .A, HIENA EL G. T NOMPSON, PA, LITTLE ROCK. ARKANSAS 72201-3493 JON- C. ECNOLB. P.A. ES BUTT qY, PA. `AM R EO I Vq SC* P. q. TELEPHONE 501 - 376-2061 H. T. LP ARZCLE. LERE, p C E. OSCAR E. DAMS, JR, FAx No. 501- 376 -2147 JAMES C. CLARK. JR., A. THOMAS P. , A. JOHN -IW -Y XIATE. , WATSOR A, S. IS EN PARR B, BEN MqM 111, P.A. . LA RRYKLBUR %S,P,A, A. WYCKLIFF NI$OET, JR., A. 4, JAMES EDWARD M.. R15, PA. J. PHILLIP MAL CON, P.A, JAMES M. SIMPSO N, PA. MEREDITH P, CATLE ",', ^' . ENGAGEMENT LETTER JAMES M. SA %TON, P, J. SN EPM ERO RUSSELL 111 DONALD H. BACON, P.A. WILLIAM THOMAS BAXTER. WALTER A. PAUL... 11 P.A. OARRY E. COPLIN. P.A. RICHARD C. TAYLOR, PA. J.S.A. B, MURST. JR.. P.A. ELIEABETH J. ROB BEN. P.A. CHRISTOPHER NELLER. P.A. July 23, 1991 City of Little Rock City Hall 500 West Markham Little Rock, Arkansas 72201 A M M r EXHIBIT A 362 Re: Proposed City of Little Rock, Arkansas Sales and Use Tax Bonds for Project -2000 Ladies and Gentlemen: LAURA MENSLEY SMITH, P.A, ROBERT M. SHAPER. R WILLIAM . GRIFFIN II P.A. THOMAS N. ROSE, P.A. MICHAEL 5. MOOR. DIANE S. MACKEY, P WALTER M. EBEL III, PA. KEVIN A. CRASS WILLIAM P ADDELL, JR.. P.A. CLYDE "TAB TURNER CALVIN J. HALL, P SCOTTJ.L NCASTER JERRT L ALONE. P M. GAYLE CORLEY, P ROBERT B. BEACH, JR.. P.A. S. RAND. LPH LOONEY J. LEE BROWN AMES C. BAKE.. JR. H. C H AR LES GBCNWEND. JR. HARPY A. LIGHT SCOTT H.TUCKER JOHN CLAYTON RANDOLPH GUY ALTNN WADE P RI CE C. GARDNER THOMAS F MEEKS J, MICHAEL PICRINS TONIA P. JONES DAVID D. WILSON JEFFREY H. MOOR. WILL I AM J [SMITH WILLIAM A. ELDREDGE, JR., P.A. WILl1AM L. TERRY WILLIAM L. PATTON. JR., RA. The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above - referenced bonds ( "the Bonds ") by the City of Little Rock, Arkansas (the "Issuer "). Bond counsel is engaged as a recognized independent expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of bonds. As bond counsel, we will: examine applicable law; prepare ordinances, election papers and other authorizing and operative documents; consult with the parties to the transaction prior to the issuance of the Bonds; review certified proceedings; and undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion to the effect, among other things, that: (1) the Bonds are valid and binding obligations of the Issuer; (2) principal of and interest on the Bonds are payable from, and secured by a pledge of, collections from the sales and use tax voted for retirement of the Bonds; and (3) the interest paid on the Bonds will be (i) excluded from gross income for federal income tax purposes, and (ii) exempt from State of Arkansas income taxes. ??C4% 65 The opinion will be executed and delivered by us in written form on the date the Bonds are exchanged for their purchase price (the "Closing ") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing; specifically, but without implied limitation, 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 income tax purposes. In rendering the 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. As bond counsel, we will assist in the preparation of an official statement or other disclosure document with respect to the Bonds as requested by the Issuer, provided that we will not be responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. Based upon (i) our understanding of the term, structure, size and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we assume, we propose that our fee as bond counsel be determined as follows: Principal Amount of Bonds Up to $20,000,000 $20,000,000 to $50,000,000 $50,000,000 to $110,000,000 Applicable Fee $20,000 $20,000 plus amount over $57,500 plus amount over .125% of the $20,000,000 .1% of the $50,000,000 In addition, we would expect to be reimbursed for all out -of- pocket expenses, `including travel costs, photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements. We estimate that such out -of- pocket expenses will not exceed $5,000. Our fee is usually paid at the Closing out of Bond proceeds, and we customarily do not submit any statement until the Closing. If, for any reason, the financing is not consummated, we will not expect any fee but will expect to be reimbursed for our out -of- pocket expenses. With your permission we Hollingsworth, Mays and Walker. we will determine the nature and will associate the After conferring with scope of the work to be firm of such firm, Performed. V � 363 The opinion will be executed and delivered by us in written form on the date the Bonds are exchanged for their purchase price (the "Closing ") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing; specifically, but without implied limitation, 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 income tax purposes. In rendering the 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. As bond counsel, we will assist in the preparation of an official statement or other disclosure document with respect to the Bonds as requested by the Issuer, provided that we will not be responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. Based upon (i) our understanding of the term, structure, size and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we assume, we propose that our fee as bond counsel be determined as follows: Principal Amount of Bonds Up to $20,000,000 $20,000,000 to $50,000,000 $50,000,000 to $110,000,000 Applicable Fee $20,000 $20,000 plus amount over $57,500 plus amount over .125% of the $20,000,000 .1% of the $50,000,000 In addition, we would expect to be reimbursed for all out -of- pocket expenses, `including travel costs, photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements. We estimate that such out -of- pocket expenses will not exceed $5,000. Our fee is usually paid at the Closing out of Bond proceeds, and we customarily do not submit any statement until the Closing. If, for any reason, the financing is not consummated, we will not expect any fee but will expect to be reimbursed for our out -of- pocket expenses. With your permission we Hollingsworth, Mays and Walker. we will determine the nature and will associate the After conferring with scope of the work to be firm of such firm, Performed. V � The fee of such firm will be paid out of our fee provided above, and the out -of- pocket expenses of such firm will be reimbursed by the Issuer on the same basis as our expenses. As requested, we will furnish the Issuer any information regarding the relationship established between us and the firm of Hollingsworth, Mays and Walker. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files. We look forward to working with you. Accepted and Approved: CITY OF LITTLE ROCK, ARKANSAS By: (title) Date: Very truly yours, FRIDAY, ELDREDGE & CLARK By. John C. .Echols 364 [ZLt� G7