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~ ~
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RESOLUTION N0. 288-67
A RESOLUTION OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING THE MAYOR
AtdD VILLAGE CLERK TO ENTER INTO AN INVESTMENT BANKERS 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,
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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
Bankers 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.
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MAYOR
(VILLAGE SEAL)
ATTEST:
illage Clerk
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,BARCUS, KINDRED & COMPANY, INC.
MUNICIPAL BONDS EXC LLI SIV ELY
Telephone: RAnd olph Fi~1400 _ _ _ __ _ _ x
231 SOUTtI LA SALLE STREET, CHICAGO, ILLINOIS, 60fi04 - - ~ - - ~ - - ~ - -
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Honorable Mayor a,nd '
Members of the Tocan Commission
Tocan 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 Pa 1m Beach Gardens, Florida
Gentlemen:
Ede understand that your municipalities a.re served by
privately owned water and secaer systems and that if it proves
financially-feasible-and if-terms of acquisition could be
developed which would be acceptable to L-he present ocmers, 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 ~,*ould continue to be processed. The other municipality
or municipalities caould then cease to be participant in the
financing and cease to have any obligations as set Earth in this
agreement.
In order for you to proceed properly with developing an
appropriate acquisition program, to proceed with negotiations
caith the. present owners and to conduct the necessary preliminary
L'inancial and legal caork, 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.
a.nd in all parts of the country, and specifically has experience-
in arranging and financing municipal acquisitions of utilit,-y_
systems. Accordingly, we hereby make the following offer:
[de agree to act as your investment-,b__ankers in connection
with the above-mentioned project, and as such will do-the
fo11o<aing:
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__
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 o£ 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 Ue
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. Hach of the Councils cai11 have
the option of acquiring separately the system serving in its
municipality, or to join caith 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'acq~~isition of the sys*~m after a review of the report,
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you cai11 'oe under no_ obligatzon_to us_f~r-the expense of prepara-
tion of this report_ or for anJ_other expenses incurred by_usa
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
cai11 be under no obligation to us for expenses or fees incurred.
However, if we find that the project is financially feasible,
a,rd if you decide .to proceed, with thn_ acquisition, then we cai11
do the following:
2. [de will erork wit'n you, your-attorneys and consulting
engineers a.nd other officials in developing the appropriate
financing plan, including determination of the pries which
the municipalities care properly afford to pay for the systems,
taking into consideration both the •ralue 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 cae eai11 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 Le
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, cae will carry the financing forward
to completion, and the following conditions Drill prevail:
a. uTe agree to coordinate the financial, engineering `,
and administrative activities pertaining to the program to .
insure an orderly schedule of timing. -.--
b. ide will engage nationally recognized bond attorneys
caho cai11 prepare ordinances and will render their unqualified
approving opinion, which opinion is necessary for the ..sale of
the bonds or certificates.-
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c. [de 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. t~7e 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. [de wil'1 also pay the cost of printing o£ the
certificates, and shipping the executed certificates.
e. 67e agree that our representative shall, upon
request, meet with you, your attorneys and consulting engineers,
without any additional expense to ycur municipalities in connection
caith 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
aaill be a matter of negotiation and mutual agreement by your
municipalities as sellers, and us, as purchasers. Your Councils
cai11 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 o'oligation to purchase said
certificates is conditioned upon our finding that such financing
is feasible, that the financing_is in accordance with our-_
reconunendations, and that the r_ertificates will be accompanied
Cohen delivered by the unqualified approving opinion of nationally
reccgnized bond attorneys, approved by us.
Ir. the event that cue are unable to agree cn the price
and interest rates, the certificates c•Till be sold by such other
method as you may designate, under terms and conditions to be _-
mutually agreed upon.
After revieeaing the preliminary financial study, as provided
for in paragraph 1.b. above, your Commission acid Councils, at ----_
their discretion, may decide not to proceed with the proposed
acquisition, and in such instance this agreemen*_ 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 caith
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.
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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 municipalit:ies, to establish any fiduciary
or confidential relationship between the municipalities and us,
or to limit or restrict in any way the municipalities' right to-______
reject any suggestions, proposals or offers made by us.
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Respectfully submitted this 1 f day of _y / ,
BARCUS, KINDP.ED & COMPANY
:CNCORPORATED
Harvey I enann
The aforementioned roposal is accepted in its-e tirety for
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and on behalf1of`the Town of Lake Park, Florida;""by appropriate
action of the Town Commission. this ~ay of 1966.
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ATTEST•
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To~•.x3~~erk
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Mayor
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The aforementioned proposal is accepted in its entirety .for
and on behalf of the Village of North Palm Beach, Florida, by
al~ opriate action of the Village Council-this 17'"` day of_
d1~~1l1~.r 196~-
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ATTEST:
ry
Village. Cle k ~_
Ma.yOY
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Th~f-orementioned proposal is accepted in its entiret
and on behalf of ze City of Palm Beach Gardens, Flor°' y
appropriate action o' e City Council this day of_-
1966. -
ATTEST : ,- ` ~f - --
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G~ Clerk
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Mayer