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RES 86-24 UNDERWRITERS RESOLUTION NO. 86-24 A RESOLUTION APPROVING A CONTRACT APPOINTING HARPER, MCLEAN & COMPANY AS MANAGING UNDERWRITERS FOR THE OFFERING OF NOTES OR BONDS. WHEREAS, the City Council of the City of Winslow, Washington, contemplates the financing of capital projects and the refunding of previously issued Water and Sewer Revenue Bonds; and WHEREAS, the City Council of the City of Winslow, Washington, feels it is in the best interest of the citizens of the City to enter into an agreement appointing Harper, McLean & Company as Managing Underwriters for the offering of the Notes or Bonds; and WHEREAS, the laws of the State of Washington allow such agreements; NOW, THEREFORE, be it resolved by the Council of the City of Winslow, Washington, as follows: The proposed agreement (Exhibit A attached hereto) appointing Harper, McLean & Company as Managing Underwriters is hereby approved. PASSED BY THE COUNCIL of the City of Winslow, Washington, this 24th day of November, 1986. Frea"~a'~is, b~'p~ty' M~yor ATTEST: Donna J~_~an~ Buxton~ Cl~rk/Treasurer FOUNDED 1892 '}{a,_:rp.e:r,.N]:cI.,ean &. Con"tp.a__.ny INVESTMENT SECURITIES LOGAN BUILDING SUITE 730 500 UNION STREET PO BOX 21945 SEATTLE WASHINGTON 98111 PHONE ~2061628 3951 RESOLUTION NO. 86-24 EXHIBIT "A" AGREEMENT THIS AGREEMENT is entered into as of the ~?V~ day of ~:CV~,m~_~-- , 1986, by and between the City of Winslow, a political subdivision of the State of Washington (the "City"), and Harper, McLean & Company, (herein called the "Underwriters"). WHEREAS, the City Council of the City of Winslow contemplates the financing of capital projects and the refunding of previously issued Water and Sewer Revenue Bonds. NOW, THEREFORE BE IT AGREED: The City Council hereby appoints the Underwriters as Managing Underwriters for the offering of the Notes or Bonds. The Underwriters shall submit a proposal to purchase of Notes or Bonds for their own account or the account of a group of investment banking firms managed by them. The Underwriters, at their expense, will make such investigations and take such action as they consider necessary or appropriate to satisfy themselves as to the marketability of the finaneings, and, subject to such satisfaction, will perform all of the functions customarily performed by investment bankers and which are reasonably required to accomplish the sale of the financings, including, but not limited to: A. Develop a plan for the refunding of outstanding bonds. Present refunding alternatives, including computer analyses of cost savings, present values, and escrow structures, in order for the City Council to choose the refunding structure which best corresponds to the City's financial goals. C. Prepare preliminary and final official statements to be issued by the City relating to the financings. D. Distribute the preliminary and final official state- ments to prospective investors in the financings. Form, if deemed appropriate by the Underwriters and the City, an underwriting group of investment banking firms for the purpose of underwriting the financings, and inform the City as to the membership of any group so formed. Consult with the City concerning expected interest rates, maturity structure and timing of the marketing of the financings. Consult with bond counsel and the City in the preparation of the note or bond ordinance, escrow agreements and other legal documents. In conducting the foregoing activities, it is understood and agreed, and the City Council hereby recognizes, that the Underwriters are acting solely in their own behalf as prospective underwriters or as the prospective managers of a selling group which plans to submit to the City Council a proposal to purchase the financing instruments for resale to investors. At such time as pertinent ordinances, the preliminary official statement and all other necessary documents and proceedings have been determined by the City Council and the Underwriters to be satisfactory in all respects for financing purposes, the Underwriters will submit to the City Council a proposal for the purchase of the bonds, notes or other financing instruments. The Underwriters will indicate to the City Council the interest rates, purchase price and the public offering prices. In carrying out this agreement the Underwriter will make available the full experience of their organization and will employ their prestige so as to represent the City with maximum effectiveness in its relations with the financial community and with potential investors. The City Council will consider the purchase proposal submitted by the Underwriters, but it will not be obligated to accept the same and may reject the same, in which case the City Council may thereafter pursue other means of selling such bonds, notes or other financing instruments, including public sale. Until such time as the purchase proposal is submitted, and accepted or rejected, the City Council appoints the Underwriter as its exclusive and sole investment bankers for the purpose of submitting a purchase proposal for the financing instruments. The City shall pay the bond issuance costs such as, but not limited to, bond counsel, rating fee, trustee fee, bond printing, registration fees and escrow verification fees. The Underwriter shall pay all costs incurred by them, including but not limited to, fees for their counsel, travel expenses and communication expenses· The Underwriters reserve the right to employ, at their own expense, legal counsel to act as counsel to the Underwriters. This Agreement may be terminated by the City Council at any time after receipt and consideration of the Underwriter's proposal to purchase, or at any time with written notice provided at least 30 days prior to the date of termination. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their duly authorized officers and representatives as of the day and year above written. ~teve Gaidos Vice President ACCEPTED BY AND FOR: CITY OF WINSLOW Alice B. ~awresey, Mayor Donna ~h Buxton, ~lerk FOIJNDED 1892 C- Company INVESTMENT SECURITIES LOGAN E]UILEDING SUITE 730 500 UNION STREET PO BOX 21945 SEATTLE. WASNINGTON 9811l PHONE (206) 6283951 Addendum to the Underwriting Agreement Between Harper, McLean & Company and The City of Winslow Prior to marketing any financing, the Underwriter will request from the City a list of financial institutions that the City requests be included in the purchase of the financing. The Underwriter will contact such institutions requesting their interest in purchasing bonds or notes. The Underwriter will provide such potential purchasers with the right of first refusal in the purchase of such bonds or notes with the objective being to minimize the cost of financing to the City of Winslow. At the time the Underwriter presents the purchase offer to the City, the Underwriter shall disclose to the City the contacts made with the requested institutions and the results of those contacts. AGREED: ATTEST~ ?