HomeMy WebLinkAboutResolution-1974-0322
Introduced by Alderman Hulsey
RESOLUTION NO, 322
5eries of 1974
WHEREA5, it has been determined that it is essential to
the betterment and safety of the City of Wheat Ridge that certain
expenditures such as reconstruction of streets and storm drainage
improvements be supported by a general obligation bond issue, and
WHEREAS, it is necessary and desirable for the City to
have the advice and assistance of expert legal counsel thoroughly
experienced and knowledgeable in the law relating to municipal bond
issues, and
WHEREAS, Robert M. Johnson of Dawson, Naqel, Sherman &
Howard, is so experienced and expert in the said field of municipal
bond issues,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of W~eat Ridge, that:
Section 1, Robert M. Johnson be and is hereby appointed
and retained as special legal advisor to provide legal services as
may be required by the City of Wheat Ridge in connection with the
forthcoming proposed bond issue.
Section 2. As to Robert M. Johnson, the remuneration for
all such services shall be in accordance with the schedule of fees
in the attached letter dated July 9, 1974, from Dawson, Nagel, Sherman
~ Howard to be paid by the City of Wheat Ridge following the receipt
of statements for such services from the firm of Dawson, Nagel,
Sherman & Howard.
DONE AND RESOLVED this 11th day of July , A. D., 1974,
by a vote of 4 to 2
~ ,,?Air-/L - _~v --
paUl)? Abramson, Ph.D.
Mayor
ATTEST:
"FLKER
~ "1 "t>, x ,- N
2' IGN<;'
TL. r,r,t':R
~ <=::S B D"',-E y
L!\I:;lRY M "1AKER
rHARlE5 EC','IAhD PAUAER
_'I\f..'[S E H^IJTZI~~r;ER
[,C,hJ H ::",ERWC;'D
H~''l;:::'" R '-"EOEr,ICKSQN
'J.' ['" '10 pt. ~ ~ LE-
_,t.Mt__ L __,',r ~J HA,M
~'I_L lJ.., ..... q~f-BERr;ER
DAWSON, NAGEL, SHERMAN & HOWARD
FFJI> l. A "'A'
,-C"J
~.' 'E_ ,::. l'Er:;'.1Al.,JR
','v' 'C'~="N 5 HOV,ARD
Pc,;::;<::r~7 r>.' -.JrhNS0N
" ,-<' " ~ ,-"'O".:RWOOO .JR
1 "" L=
r r;, "" ~,
1900 FIRST NATIONAL BANK BUILDING
DENVER,COLORADO 80202
-.JAMES H PERSHING '1863 '948,
ROBERT G BOSWORTH i'888 I~.'" 4
266-3401 AREA CODE 303
LEWIS A DICK ,1889 g.41
'''I'
,~ ,",_.;r'j
Y',VELL
'" ~~ 'r -;' R
C,
"], 1 Q
E "'HEr-, Bqt:~~
(" ::0 Ar-. € .-AUVLQ
""A<'MAN 6 Lex
July 9, 1974
- AS..L .6,Oj ...
"l. >-i :: r R-
E L'<..LE
,-',ANOLlR VI"HER
~HRISTOPHER LAt--.E
=I~AIG A CHF<ISTENSEN
P"'O'L _ c-,,-HLAIICH
j.<. "T A I\ALJFMANN
U ,'JAYNE COON
R MIl:HAEL SANCHF:
~HEODORE E WORCEC:;.i:.F'
A.r~ORFW L BLAIr; ,~II';
RODNFY C KNUTSON
STEPHEN f. KR'O:GSTF.I~~
;:OWARQ IV NOTTINGHAM
HAL B TLTlOR
.lArK M f.1Ef/RITT",
FPF:OERICK Y YU
'. rLAY W'"'ITLOW
F'AMELA A PAl
Attachment to Resolution Noo 322
Page 2
.lheat Ridge City Council
c/o William E. McCarthy, Esq.
ilheat Ridge City Attorney
P. O. Box 610
\fueatridge, Colorado 80033
Dear Sir:
Ci ty of Wl.eat Ridge, Colorado
General Obligation Various Purposes Bonds
$7,000,000.00 (?)
Reference is made to the recent conference and the
subsequent telephone conversations between you and the writer
of this letter concerning the above-captioned matter.
He sugge3t for your consideration an agreement be-
tween the Ci ty of Hhe at Ri dge (he rein the "Ci ty") and this
[irm for our employment as bond counsel in connection with
the proposed above-captioned bonds under our current standard
sclwQule of fees for general obligat-Lon bonds on'::dc: fO.Llow-
ing basis.
\1e would con'cemplate being reir,1bursed for any dis-
bursements incurred by us, including, without limitation, any
travel expenses (outside the Metropoli~tan Denver area), the
cost of telephone calls and telegrams, and possibly printing
expenses, e.g., cost of multilithing abnormal quantities of
proposed proceedings or other material or Xeroxing substantial
quantities of material. (Usually such disbursements, if any,
are relatively nominal.)
In addition we would contemplate being relmbursed
for any trips outside the Metropolitan Denver area, e.g.,
for making trips to possibly WaShington, D.C., possibly
i-.Jew York City, or possibly elsewhere, at the rate of $350.00
4&1}-
DAWSON, NAGEL, ShERMAf\l & HOWPr<u
rnleat Ridge City Council
July 9, 1974
P age Two
Attachment to Resolution No, 322
Page 3
per day or fraction of a day, regardless of whethe~ or not bonis
are issued, and regardless of the amount of any "basic fee" and
any "supplemental fee" for which provlsion is hereinafter made.
(:1/e do not foresee, however, at this time any necessity for, nor
any probability of, any such "out-of-Denver" services.)
In addition, if bonds are issuec, we would contemplate
that our "basic fee" would be determined l::y the princi;-:Jal amour.t
of Die bonds issued at anyone time or an' series, d~cording to
the followiilg~
Amount
of Bonds
General Obligation
Bonds
Uo To:
Basic Fee
$ 200,000
250,000
300,000
350,000
400,000
"150,000
500,000
550,000
600,000
650,000
700,000
750,000
800,000
850,000
900,000
950,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
4,500,000
5,000,000
:;,500,000
6,000,000
6,500,000
7,000,000
7,500,000
8,000,000
8,500,000
9,000,000
9,500,000
10,000,000
$ 1,200
1,350
1,500
1,650
1,800
1,900
2,000
2,100
2,200
2,300
2,400
2,500
2,600
2,700
2,800
2,900
3,000
3,500
4,000
4,500
5,000
5,500
6,000
6,500
7,000
7,500
8,000
8,375
8,750
9,125
9,500
9,875
10,250
10,625
11,000
~~~
DAWSON, NAGEL, SHERMAN & HOWARD
Hheat Ridge City Council
July 9, 1974
P age Three
Attachment to Resolution No, 322
Page 4
Suppleillental Fee: If bonds are submitted to the
City's electorate for approval, our fee will include $500 for
our services concerning U1e election, regardless of whether
bonds are approved or disapproved thereat, regardless of the
number of bond questions submitted, and regardless of whetLer
any basic fee is due under the foregoing schedule upon the
issuance of bonds.
The foregoing fees would be for services normally
performed by bond counsel, including, without limitation, the
study of u1e federal and state constitutio~s, any relevant
federal and state acts, conferring wi tll aDY financial consul-
tant employed 'JY the Ci 1:.y, CIllO. any other cu .,,;ultants, the
City's officials, including the City AttOJT2Y, their represer-
tatives, and any other interested person representlng the
City, the preparation of proceedings pertaining to the pro-
posed bond issue, in cooperation with other interested per-
sons, a review of an official statement or other offering
material prepared by Ule City or its financial consultant or
ot;1er interested person if we are requested to do so, an
examination of u1e transcript of proceedir.Cj'_ concer, ~ng trn
LlLlorizatioll, sale and L3s~ilnce or the oc_::;,s, an 8)<' ;ninat~,.
anu approval of executed Dond numbered onE uf each s8ries o.
bonds issued, and the issuance of our final approvlng opinion
pertaining to each bond series.
It is not conteillplated under the foregoing "basic"
and "supplemental,r-bond fee schedules:
1. That we shall render any subs tantial services
not customarily rendered by bond counsel, e.g., ser-
vices in connection with the preparation or any con-
tracts more or less unrelated to the issuance of bonds,
or any substantial services in connection with any liti-
gation which might develop in connection with any bond
issue (we do not foresee the development of any liti-
gation except for the usual risk of some dissident per-
son commencing a hostile suit); nor
2. That if any temporary financing should become
necessary, any services which we would perform in con-
nection therewith would be covered by the sugCje3ted
agreement herein delineated (in such eVen"c it would loe
necessary for an agreement to be reached concerning our
services and fees pertaining to any temporary financing
at such time when the details concerning the proposed
temporary financing should become sufficiently crystal-
lized for such matters to be resolved; but we are not
aware of any temporary financing being contemplated at
this time and such financing is atypical); nor
M
DAWSON, ,"AGEL., SMlrlMAN & nGv,ARC,
--
vJheatridge City Council
July 9, 1974
Page Four
Attachment to Resolution No, 322
Page 5
3. That t~e foregoing fee is for any sU0s~antia~
services rendereo. in the prepi'lra tion of i'lny ins trwnen t
wilicn is to be filed with any state, federal or other
regulatory agency, e. g., the Securities and Exchange
COfnmis.3ion, the Internal Revenue Service, etc., other
than as hereinafter stated, nor for any collateral ser-
vices relating thereto (pending bills in Congress and
pending and proposed rules and regulations of both the
Securities and Exchange Comrnission, and the Treasury
Department and Internal Revenue Service, if adopted,
with or without moc:iificution, migilt r,lateriul 1:' affect
procedures pertaining to tile issuance of m,.n. '-: L pal
securit.>.0s; aneL wilile we do flOt nO'fi belieVe . Sc.ch
services wLLl oe required of us, rapie. alt_d_'~'-''' inter
mittent developments in the past several years in tius
area and the existence of numerous conflicting pressures
upon members of Congress and such feneral asencies make
quite hazardous any forecast in the area in qJestion) ;
nor
4. I',lcl~ c.;lis Ilrm (ratr_e.c :.,.an em inv,,,,, ",,"nt
banking firm or representatives of the City) si1d11 be
primarily responsible for the preparation of a pro-
posed official statement, in preliminary or final form,
pertaining to the sale of any bond issue.
;Je 0.0 contemplate, however, under the foregoing
sC.ledules of fees, :L8questing, if any such request appears
necessary or desiraole:
(a) The Securities and Exchange Co~~ission for
a no-action letter; and
(b) The COHl.illissioner of Internal Revenue for
an exemption letter.
Presumably no such request will be made nor be desirable.
If you have any questions or other comraents please
so inform us.
Thank you again for your consideration of this
firm.
Yours truly,
if:
~.
RMJ/pam
~~~
~~
1ii111