Res 1226 - Agmt Serv Aquatic Ct
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COUNCIL BILL NO. 1533
RESOLUTION NO. 1226
A RESOLUTION ENTERING INTO A PERSONAL SERVICES AGREEMENT WITH RFA.
INC. FOR PERSONAL SERVICES RELATED TO AN AQUATIC CENTER BOND SALE.
WHEREAS. the voters of the City of Woodburn have authorized the City of
Woodburn to issue $1,755,000 in general obligation bonds for the purpose of
constructing an aquatic center, and
WHEREAS. it is necessary and prudent for the City to employ a financial bond
advisor to assist with the bond sale, and
WHEREAS. Regional Financial Advisors, Inc. (RFA) is qualified to provide these
necessary services, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City enter into a personal services agreement with Regional
Financial Advisors, Inc. and the Mayor and City Recorder are authorized to sign said
agreement on behalf of the City.
Section 2. That a copy of said agreement is attached hereto and, by this
reference incorporated herein. /
Approved as to form~l)e~ 4 S / '1'f
City AttorneY~, Dat. '
APPROVED: '_ K ~
Le Kelley, Mayor
Passed by the Council
March 28, 1994
Submitted to the Mayor
March 29. 1994
Approved by the Mayor
March 29, 1994
Filed in the Office of the Recorder
March 29, 1994
ATTEST:
(l.
Mar ennant, City Recorder
City of Woodburn, Oregon
Page 1 -
COUNCIL BILL NO. 1533
RESOLUTION NO. 1226
,
PERSONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF WOODBURN, OREGON
AND
REGIONAL FINANCE ADVISORS, INC.
This agreement is made between the city of Woodburn, oregon (the
City) and Regional Financial Advisors, Inc, (RFA) , The services to
be provided under this contract for personal services are detailed
below.
SCOPE OF SERVICES
The City has been authorized by the voters to issue $ 1,755,000
in general obligation bonds and plans to issue bonds for the
purpose of construction of an Aquatic Center.
RFA agrees to:
1, Prepare a schedule of tasks and responsibilities for the
bond issue, This schedule will be incorPorated within a
timetable specifying the deadline for each task.
2, Prepare the issue structure consistent with the city's
financial objectives--to enhance marketability of this
issue and future city debt instruments, to minimize total
cost, and to sustain financial position given the
additional debt the issue incurs,
3, Produce the Official statement for the bonds,
4, Assist the City in deciding whether to issue the bonds on
a competitive or negotiated basis.
5, If the bonds are sold on a competitive basis, review the
Notice of Bond Sale prepared by the Bond Counsel, and
direct the pUblication, advertising and distribution of
the notice of bond sale, Assist in awarding the bid to
the lowest cost bidder on the day of sale,
6, If the bonds are sold on a negotiated basis, assist the
city in selecting the underwriter,
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Personal Services Aareement
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7. If the bonds are sold on a negotiated basis, review
preliminary pricing numbers produced by the underwriter
immediately prior to the pricing, compare these to
comparable sales and information obtained from other
underwriting firms and other sources, including
Delphins Hanover (a national on-line information system
on interest rates); monitor the pricing as it ,proceeds
to the sale, advise the city suggesting changes if
appropriate, advise the city whether to finalize the
sale.
8, Assist in selection of paying agent/registrar as
necessary.
9. Assist the city in developing a rating strategy and
preparing materials for the rating agencies and insurance
companies; assist the city in insurance related decisions
concerning the issue,
10,
If a rating presentation is required,
presentation materials, rehearse the city staff
presentation, and accompany the city staff
presentation.
prepare
for the
to the
11. Serve as the city's "expert advisor" within the meaning
of ORS 287.028 and deliver to the city a report as
required therein if sale is negotiated,
12, Attend meetings as requested by the city.
13, Assist with the closing as needed,
COMPENSATION
The City agrees to pay RFA and RFA aarees to accept for full
;e~~;~fnce unSer this aareement ~xcludina a ratin~ nrese~tation.
ee of 8.000, If a ratlna oresentation IS reaulred. an
additional Ss.ooo will be paid, The city shall also reimburse RFA
for its direct expenses (listed below) and the city will cover the
excluded costs (listed below).
Direct Expenses
Direct expenses are not included in the sale preparation. Such
expenses shall not exceed $500 without specific written permission
of the city. These include:
. Mileage (28 cents per mile) and other travel costs as
approved by the city
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Personal Services Aqreement
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. Direct cost of postage, Federal Express, or other
overnight delivery and courier expenses
. Long distance phone calls for rating agencies, insurance
companies and underwriters
. Direct cost of printing the Official statement, both
preliminary and final
. Direct cost of delivering the Official statement and
other materials to underwriters, rating agencies,
insurance companies and others
. Major nonstandard supplies
. Graphics for rating presentations
. Mutually agreed upon subcontractor expenses paid by RFA
(including the cost of preparation of the Official
statement by sterrett Report Management)
. Any other expenses agreed upon in the contract or later
accepted in writing by the city
Excluded Costs
During each financing or project,
("excluded costs") incurred by the
responsible for any of these costs.
Excluded costs are typically those which involve a contract between
the City and another consultant or vendor, independent of RFA. The
following lists examples of such excluded costs, (but other costs
not covered on this list may also be subject to exclusion).
there
city,
may be other costs
RFA will not be
. Bond Counsel fees or other legal fees
. Bond printing fees
. publication fees for notices, etc.
. Official statement costs of printing or distribution
. Credit enhancement fees, including bond insurance or bank
letter of credit fees
. Feasibility consultant fees (revenue bond issues only)
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Personal services Aareement
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. Rating fees
. Trustee/Paying Agent/Registrar/Escrow Agent fees
. state Treasurer fees
. Fees charged by counties or other municipalities
including any division of the state, to provide data
needed for disclosure or analysis
Termination. Either party may terminate this agreement upon 10
days written notice to the other party, If at the time of
termination, the city owes any fees to RFA, such fees are due and
payable at a rate of $115 per hour within 10 days of termination,
Assianment. The rights and duties of the parties hereunder are
personal and shall not be assignable by either party without the
express written consent of the other party,
Governina Law. It is agreed that this agreement shall be governed
by laws of the state of Oregon,
severabilitv. If any provision or part of this agreement is for
any reason determined by a court of competent jurisdiction to be
invalid or unenforceable, then such part shall be severed from the
agreement and the remainder thereof shall remain fully enforceable,
Attornevs Fees. In the event a suit or action is instituted to
enforce any right guaranteed pursuant to this agreement, the
prevailing party shall be entitled to, in addition to the statutory
costs and disbursements, a reasonable attorneys fee to be fixed by
the trial and appellate court respectively,
Entire Aareement. This agreement constitutes the entire
understanding of the parties with respect to the subject matter
herein and supersedes all negotiations, prior discussions and
preliminary agreement made prior to this date, All modifications
to this agreement shall be in writing and shall be signed by the
parties.
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EXECUTION
IN WITNESS THEREOF, the parties hereby execute this letter of
agreement:
Regional Financial Advisors, Inc.
signature:
Christopher Scherer, Senior Vice President
Date:
Taxpayer Identification Number - 93-1018049
City or Wood~urn, Oregon
Signature: ~ ;{~
Printed Name Len Kelley
Title:
Mayor
Date:
March 29, 1994
Signature:
Printed Name
Title:
Date:
Attest:
~~~y Recorder
city of Woodburn
TOO
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