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HomeMy WebLinkAboutRes 1967-288 Authorizing the Maryo and Village Clerk to enter into an Investment Banker's Agreement with Barcus, Kindred & Co. re acquisition of Water and Sewer Systems in Village• • • • RESOLUTION NO. 288-67 A RESOLUTION OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER INTO AN INVESTMENT BANKER'S AGREEMENT WITH BARCUS, KINDRED & COMPANY REGARDING THE FINANCIAL FEASIBILITY AND ACQUISITION OF PRIVATELY OWNED WATER AND SEWER SYSTEMS IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Mayor be, and he is hereby, authorized to enter into an Investment Banker's Agreement on behalf of the Village of North Palm Beach with BARCUS, KINDRED & COMPANY as per the copy attached hereto, marked Exhibit A and by reference made a part hereof. Section 2. The Village Clerk be, and he is hereby, authorized to attest said agree- ment and to affix the Village Seal thereto. PASSED AND ADOPTED THIS 17DAY OF TANUARY,1967. (VILLAGE SEAL) ATTEST: Village Clerk MAYOR ,BARCUS, KINDRED & COMPANY, INC. MUNICIPAL BONDS EXCLUSIVELY Telephone: RAndolph 6.1400 _ 231 SOUTH LA SALLE STREET, CHICAGO, ILLINOIS, 60604 Honorable Mayor and Members of the Town Commission Town of Lake Park, Florida Honorable Mayor and Members of the Village Council Village of North Palm Beach, Florida Honorable Mayor and Members of the City Council City of Palm Beach Gardens, Florida Gentlemen: We understand that your municipalities are served by privately owned water and sewer systems and that if it proves financially feasible and if terms of acquisition could be developed which would be acceptable to the present owners, you may wish to purchase these systems. The acquired systems would be integrated and operated for the benefit of the residents of- your municipalities. Said acquisition would be financed by means of a revenue certificate issue or issues. In the instance that satisfactory terms of acquisition of all three systems could not be developed, but that satisfactory terms could be developed for one or two of the systems, such acquisition would continue to be processed. The other municipality or municipalities would then cease to be participant in the financing and cease to have any obligations as set forth in this agreement. In order for you to proceed properly with developing an appropriate acquisition program, to proceed with negotiations with the present owners and to conduct the necessary preliminary financial and legal work, it would be advisable for you to engage experienced investment bankers. - Barcus, Kindred & Company, Incorporated has broad and varied experience in underwriting municipal securities throughout Florida and in all parts of the country, and specifically has experience_ inarranging and financing municipal acquisitions of utility systems. Accordingly, we hereby make the following offer: We agree to act as your investment_ -bankers in connection with the above -mentioned project, and as such will do the following: 1. Conduct the necessary preliminary phases of negotiations and studies of feasibility, including: a. Consulting with the owners of the water and sewer utilities to ascertain if the utilities could be acquired on a basis which would be beneficial to your municipalities 4.✓rtrsufaAr u.JL XKNG N.wtlK:z flM. T.R.�fw.M uiv—'. .,.... b. The preparation of a comprehensive preliminary financial study to determine if the proposed project is financially feasible. The study will include an analysis of the operating revenues and costs of the integrated utility systems adjusted for municipal operations and will contain projections of future operations. The study will outline the recommended method of _ financing, some of the security provisions to be contained in the proposed resolutions or ordinances, and other relevant data. The method of financing will be based on the sole pledge of revenues of the utility system (and will be recommended only if it is anticipated that the three municipalities will realize surplus revenues from operation of the system which will be available for use in the general funds). The study will also contain data on the feasibility of acquiring the systems separately by the respective municipalities. Each of the Councils will have the option of acquiring separately the system serving in its municipality, or to join with one other or both of the other - municipalities in proceeding with such acquisition. It is understood that if you decide not to proceed with the acquisition of the system after a review of the report, you will be under no obligation tous for the expense of prepara- tion of this report or for any_other expenses incurred by us. If any of the municipalities decide to abandon the project, that municipality may withdraw with no liability for fees or expenses. The other municipality or municipalities may continue, but will not be liable for fees or expenses if the acquisition is not successfully concluded. It is also understood that should our findings be that this project is not financially feasible, you will be under no obligation to us for expenses or fees incurred. However, if we find that the project is financially feasible, and if you decide to proceed with the acquisition, then we will do the following: 2. We will work with you, yourattorneysand consulting engineers and other officials in developing the appropriate financing plan, including determination of the prices which the municipalities can properly afford to pay for the systems, taking into consideration both the value of the assets and the potential operating revenues and costs of the systems. It is :_- understood that agreement on prices to be paid for the systems by you must be negotiated, and we will aid you in these negotia- tions. Should you and the owners of the companies be unable to reach an agreement on the prices and the acquisition program be abandoned, you will be under no obligation to us for expenses incurred, or for fees. In the event of agreement on terms of purchase of the systems, we will carry the financing forward to completion, and the following conditions will prevail: a. We agree to coordinate the financial, engineering ', and administrative activities pertaining to the program to insure an orderly schedule of timing. b. We will engage nationally recognized bond attorneys who will prepare ordinances and will render their unqualified approving opinion, which opinion is necessary for the sale of the bonds or certificates. -2- f4r.IFBWreminalainnRaR'P:'. a'irrx. mm•.me. c. We will cooperate with your attorneys and the bond attorneys in the preparation of such special acts of the State Legislature which may be required to enable the acquisi- tions. We will consult with your attorneys in preparation of legal papers incidental to the issuance of the certificates.,_ -- Your attorneys will file and carry forward the necessary bond validation proceedings in a court of competent jurisdiction. d. We will also pay the cost of printing of the certificates, and shipping the executed certificates. e. We agree that our representative shall, upon request, meet with you, your attorneys and consulting engineers, without any additional expense to your municipalities in connection with any phase of the authorization, issuance and/or delivery of the proposed certificates. In consideration of the aforementioned activities, which we agree to undertake to do, you agree to negotiate with us for the sale of the certificates. Prices and interest rates will be a matter of negotiation and mutual agreement by your municipalities as sellers, and us, as purchasers. Your Councils will take such steps and pass and adopt such resolutions and ordinances as may be reasonably recommended by us and the bond attorney, and required by law, in order to carry into effect- such plan of financing as is mutually agreed upon. It is understood that our obligation to purchase said certificates is conditioned upon our finding that such financing is feasible, that the financing -is in accordance with our-- --- recommendations, and that the certificates will be accompanied when delivered by the unqualified approving opinion of nationally recognized bond attorneys, approved by us. In the event that we are unable to agree on the price and interest rates, the certificates will be sold by such other - method as you may designate, under terms and conditions to be -- mutually agreed upon. After reviewing the preliminary financial study, as provided for in paragraph 1.b. above, your Commission and Councils, at -- their discretion, may decide not to proceed with the proposed acquisition, and in such instance this agreement will be terminated with respect to that municipality or municipalities, whatever the case may be, and_such municipality will not be obligated to us for fees or expenses incurred. In the event that the Commission and/or Councils decide_to proceed with negotiations for acquisition, this agreement shall remain in full force and effect until such time -as the municipalities may_ consummate successfully the financing of the purchase of the aforementioned utility systems, provided that the Commission and/or Councils implement this agreement by issuing revenue certificates or bonds to finance acquisition of the utilities -- prior to three years from date of this agreement. If this is not accomplished prior to three years from date of this agreement, the agreement shall be terminated. -3- ATTEST: Gt Clerk It is understood and agreed that nothing contained in this agreement shall be construed as making Barcus, Kindred and Company, Incorporated, the agents, employees, or financial fiscal or other advisers of_the municipalities, to establish any fiduciary or confidential relationship between the municipalities end us, or to limit or restrict in any way the municipalities' right to__ reject any suggestions, proposals or offers made by us. - Respectfully submitted this 17 f day of , 196y. BARCUS, KINDRED & COMPANY INCORPORATED By '- Harvey Ir enann The aforementioned proposal is accepted in ittss-e tirety for and on behalfOf-theTown of Lake Park, Florida; by appropriate_ action of the Town Commission this of 1966. ATTEST: Mayor Tows ,clerk + - + + + + + + + + The aforementioned proposal is accepted in its entirety for and on behalf of the Village of North Palm Beach, Florida, by appropriate action of the Village Council this 17."/ day of d/44U xl , 196� ATTEST: - Village Cle k / Mayor- + + + + + + + + + The orementioned proposal is accepted in its entiret and on behalf of ze City of Palm Beach Gardens, F1or" appropriate action o' e City Council this . 1966. Mayer -4- Era