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HomeMy WebLinkAbout1991-355 1 2 3 4 5 6 7 8 RESOLUTION NO. 91 ViS RESOLUTION OF TIlE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STONE AND YOUNGBERG FOR INVESTMENT BANKING SERVICES FOR TIlE CAJON BOULEVARD AND LINDEN PEPPER DRIVE AREA ACQUISITION ASSESSMENT DISTRICT NO. 1003. BE IT RESOLVED BY TIlE MAYOR AND COMMON COUNCIL OF TIlE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor is hereby authorized and directed to execute on behalf of said City an Agreement for Investment Banking Services with Stone and Youngberg for the Cajon Boulevard and Pepper Linden Drive Area 9 Acquisition District, Assessment District No. 1003, a copy of which is 10 attached hereto marked Exhibit "A," and incorporated herein by reference as 11 fully as though set forth at length. 12 SECTION 2. This resolution is rescinded if the parties to the 13 Agreement for Investment Banking Services fail to execute it within sixty 14 (60) days of the passage of this resolution. 15 I HEREBY CERTIFY that the foregoing resolution was duly adopted by 16 the Mayor and Common Council of the City of San Bernardino at a 17 18 19 20 21 22 23 24 25 26 27 28 meeting thereof held on the day of 5th reaular August , 19~, by the following vote, to-wit: - ABSTAIN ABSENT NAYES AYES Council Members: x ESTRADA x REILLY x HERNANDEZ x MAUDSLEY x MINOR x POPE-LUDLAM x MILLER ~~ ~<<~ft- City Clerk 07-15-91 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH. STONE AND YOUNGBERG FOR INVESTMENT BANKING SERVICES RELATIVE TO ASSESSMENT DISTRICT NO. 1003 The foregoing resolution is hereby approved this 1 2 3 4 5 6 7 August 8 Approved as to form and legal content: JAMES F. PENMAN, City A torney 07-15-91 1991 ~ ,. -2- 7th day of /' .../' . yJ}f STONE & YOUNGBERG MEMBERS: PACIFIC STOCK EXCHANGE Res. 91-355 15260 Ventura Boulevard Suite 900 Sherman Oaks, California 91403 Telephone: (818) 906-0315 Facsimile: (818) 789-1321 UNDERWRITING AGREEMENT July 5, 1991 City of San Bernardino 300 North "0" Street San Bernardino, Ca 92418-0001 Attn: les Fogassy Re: Underwriting Agreement for Assessment District No. 1003 (Cajon Boulevard South of Pepper linden Drive) Mayor and Common Council: This letter will serve as an agreement between the City of San Bernardino (the "City") and Stone & Youngberg ("the Underwriter") to serve as Underwriter to the City until the parties enter into an actual Purchase Contract regarding the negotiated sale of bonds with respect to the referenced assessment district to be issued by the City. You have informed us that the City intends to issue bonds to provide funds for financing the acquisition for all improvements within tentative Tract No. 14503 and for this purpose require the services of the Underwriter to assist in the structuring of the financing and to enter into a Purchase Contract that is agreeable to the City. As Underwriter we will use our best efforts to bring the Bonds to market at reasonable rates under then existing conditions. The Underwriter agrees to undertake the below listed services and functions: SAN FRANCISCO (415) 981-1314. SAN DIEGO (619) 452-0504 I City of San Bernardino July 5, 1991 Page 2 A. Structurina and Financing 1. The Underwriter will work with the City to create the most feasible and efficient structure for the marketing of the Bonds. 2. The Underwriter will work with the City's bond counsel in recommending specific terms and conditions affecting the Bonds. 3. The Underwriter will prepare Official Statements on behalf of the City (preliminary and final versions, respectively) for sale of the Bonds. Although it will be the responsibility of the Underwriter to prepare the Official Statement, the City agrees to participate in their preparation by providing pertinent information to be included therein and agrees to review each Official Statement for accuracy as it relates to matters concerning the Bonds, the improvement project, and the City. Each Official Statement will include a description of the Bonds and their security and pertinent financial and economic data. The execution and delivery of the Official Statement will be duly authorized by the City for use in marketing the Bonds. 4. If the City requests, we will assist in arranging the selection of a paying agent and appraiser, if necessary. B. Marketina the Bonds: 1. At the designated time for the sale of the Bonds, the Underwriter will submit an offer to the City to purchase the Bonds, subject to pertinent resolutions, the Official Statement, and all other necessary documents, approvals, and proceedings governing such Bonds having been determined by bond counsel, the City, and the Underwriter to be satisfactory in all respects for financing purposes. It is intended that, once purchased, the Bonds will be re-offered to the public on the basis of an immediate "bona fide public offering". The Underwriter may form a group of investment banking firms for the purpose of underwriting and selling the Bonds. 2. At least one day prior to the submission of any such formal offer to the City for the purchase of the Bonds, the Underwriter will indicate to the City the interest rate or rates, the purchase price from the City, and public offering price of the Bonds which we then estimate will be included in such offer. If, after negotiations in good faith, the City and the Underwriter fail to agree on the terms of sale of the Bonds, and upon written notice to the Underwriter the City may then offer the Bonds for sale to others. ~_un___n C1ty of San Bernardino July 5, 1991 Page 3 C. General Provis1ons Relat1ng to the City and the Underwr1ter: 1. The C1ty agrees to make ava11ab1e to the Underwr1ter w1thout cost, suffic1ent copies of any app11cable reports, agreements, contracts, resolutions, and other relevant documents perta1ning to the improvement project, the C1ty or the Bonds as reasonably may be required from t1me to time for the prompt and eff1c1ent performance by the Underwriter of the1r obligatlons hereunder. 2. The Underwriter shall pay its own out-of-pocket and other expenses, 1nclud1ng the cost of Underwriter's Counsel (If appl1cab1e), Blue Sky and Investment Memorandum, ass1gnment of CUSIPs, and any advert1s1ng expenses 1n connect1on with the pub11c offering of the Bonds. 3. The City shall pay from the proceeds of the Bonds all costs and expenses customarily paid therefrom 1nclud1ng the cost of pr1nting the Bonds and the Off1cial Statement, and any other documents, the fees and expenses of 1ts legal counsel, bond counsel, disclosure counsel, accountants, appra1sers, architects, eng1neers, and of any other experts or consultants reta1ned by the C1ty 1n connect1on with the financ1ng. 4. It 1s expressly understood and agreed and the C1ty hereby recogn1ze that in performing 1ts act1v1ties the Underwriter are act1ng solely on thelr own behalf and plan to submit to the C1ty a proposal to purchase the Bonds for resale. Nothing here1n shall be construed to make the Underwriter an employee or f1nancial, f1sca1 or other advisor of the City, or to establish any f1duciary relat1onsh1p between the City and the Underwr1ter. It 1s understood and agreed that the City shall not be required to compensate Underwr1ter for serv1ces provided to the City under th1s agreement 1f the assessment d1str1ct 1s not formed. If the Bonds qual1fy for bond insurance, and the City elects to issue the Bonds w1th such 1nsurance, the City shall include the 1nsurance premlum as a cost of 1ssuance of the bonds. 5. Th1s agreement shall extend to the date of sale of the Bonds as contemplated herein. 6. Upon term1nat1on of th1s agreement, the City shall be under no further obl1gation to the Underwriter hereunder. City of San Bernardino July 5, 1991 Page 4 Upon your acceptance set forth below, this letter will constitute an agreement between the City and the undersigned. ) Very truly yours, 1991 By: City of San Bernardino Attest: ~M.W. %~~ Rach Krasney City Clerk Approved as to form and legal content: JAMES F. PENMAN, City At orney 7.