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HomeMy WebLinkAbout1990-137 , ~ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 VIiSOLUrION NO. ~_9_Q=-~1____~ RESOLUT [ON m THE CITY (If SA~ flFRNARllINO AlHiORIZ I~C; THE HECVr [ON OF A.N AGVH~ENT ilLTH PIiUf)ENnAL~IJM:Hr SECIH,IllES, INt. FO!! UNDERilinTni SERV ICES FOR THE VERDEMONT ARIA CW"!liN rTY i.ACILITTFS DISTR lCT A,':Sf:SS,MENT JJJSTIHCT NO. 995. flf; ['J RESOLVED [iY TILE '1."YOR ANil CO~LMON CllliNn!. Of TfIt C lIY OF S.\\ HEf,NAldl [NO AS FOLLOilS: SECTlO," I. rill':' ~[,clY(lr i~ hf'l'chy ('jlithorizf-'d and dirE'ctf:~d tn I'\(~{'utt' tm Ll(dJdU o{ .;:;,dd (ii:;. illl Agrel~lIlelli J{J1' t;lldel"\vr-iter ::::;rT\-ic(~.s with Pt'udl'lJ1 idl- fldCfLC S(,cuLitic~;, rlle [\\J" the Vt"'cdf~lHunt Acei-) C:omrrllwi1_y Fctei iitit-::; Di:-,h i'-!, Asst::-;sllIent ])-istric1 :\n. Il'r) , ,] (-:l)j)) III \vhich i:-; ,dtdCh(-;d 11(:::1"'(-'-11; 1Il;i.t'ki;(j LxhUJlt "1\,' dud i.n C(lC{H)!'cyted hf"'n'Ln hy rf;ten:~nce d~ full)' i-1.':: thcugLsi;t r (will dot ll!ugUt. SECT[O" ~. i)II~: t'r:S()Lll~ Lon IS r'F,scinded if Un' Iktri-i.l"-; \,1 thf' Agf'(~(;meJ]t fur \;nderwriter- SL'I'V1.C\:'S ldiJ t!) eXt~c'l!t~_, it wi.thin <:.i~\t: ((,0) (if the IklSSdgf' of this rcsdlut i_on. H,EREHY CERTIFY tbat- t.i1l~ [fJcegolug CPSfl!lltic11l WdS drily dduIltt'r! h:. thl' ;rv;c1yor' dnd CnlnlllUII C(lUlI(,i I (ij tilt~ Cil.,'l nf :)'111 Pt~rIJ'-in'lill(l i-'j! ,I ____reg1l1ar.__.______~__,_ Wt_'t~tillg thi"f.(.ot, hf'ld (JH the .lo~.1:1L q"l\ (), .~pril_ ~_ _,199()~ 1.,,\- the J\llluwiug \()l(>, Li> "if: Al'l'::~;: ('(lli.fIC i l \1f-~whf:f"s_ _____~_.!?t~_~da. _~~!!!Y.,__~J_9res L-~udsley. ... P.'___ ___~~_n.9E_L_r_~:Q~__=~~_4J_~!f!__ '.JAYS: None .\ nSENT: S_,?ull_c;::_A_!" ~~~k]_~~ __~:;!!~~____ .~~~/. - City Clerk 28 U:j)--~~H--9C ,. , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 i\ :..(~ i~ ,- "L' '\ I('], F . ','{ I) ''1'1'1 ",- ,'., . '. H" I) l.g.. Ig l'i~~(lj I, l.li .1 -"'J. "pp (1\ 1[1:-; ,J t l\I>1'_iL p_ H ,.n._' , I)). Approved as to h,lrHl <1tld legfll (:fI tIt en-t : JaHH~:S F. Pellllldn City ,\ttOt'l1C'Y 28 CU-2(i-()() /J ,lj~~~ ) ./ Holcomb, ~:dyor' C-i 1.." of Sdll J:k:~nl(-n'~!i IH: 2 FI-tlt.." ,ir)) '~I! . UNDERWRITING AGREEMENT TInS AGREEMENT, is made and entered into this ;71/1:/ day-- 1989, by and between PRUDENTIAL-BACHE SECURITIES, INC., (the" and the City of San Bernardino (the "City"); , WITNESSETH WHEREAS the City is considering the issuance and sale of its bonds, notes or other securities (the "Securities") for one or more co=unity facilities districts, to be formed in the Verdemont area of the City to be issued in such amount or amounts, and at such time or times as shall be deemed economically feasible to finance infrastructure acquisition and construction, (the "Projects"); WHEREAS the Underwriter is engaged in the field of investment banking, and has comprehensive experience and skill in underwriting state, county, city school and other local govem.ment tax-exempt issues and in providing consulting services relating to planning, preparing, marketing and distribution of such tax-exempt issues. NOW, rnEREFORE, the City does hereby invite the Underwriter to submit an underwriting proposal for the purchase of the Securities under the following mutually acceptable conditions: One or more Mello-Roos bond issues with a term not to exceed 2S years will be negotiated at the time of sale with an underwriting discount of not exceed $2S/per $1000 for an estimated $10,000,000 issue. This fee does not include fees for Bond Counsel, Paying Agent, or printing costs. The Underwriter does hereby accept such invitation, and in consideration of the mutual agreements contained herein, the Underwriter and the City agree as follows: I. TIlE UNDERWRITER AGREES: 1. To analyze the financial and other economic factors with respect to the Projects; to coordinate its efforts with any consultants and other professionals or technicians engaged by the City; and to make known to the City, for the consideration of and possible adoption by the City, such matters as the Underwriter believes will make the Securities issuable as well-secured obligations of interest to institutions and/or individual investors. 2. To cooperate with all parties engaged in preparing provisions and covenants to be contained in the documents authorizing and securing the bond issue, including but not limited to bond maturities, prior redemptions, security pledges, revenues, flow of funds and conditions precedent to any additional bond issuance. 3. To cooperate with the attorneys for the City regarding documents and procedures necessary to authorize and secure the Securities and other related legal matters. Exhibit "A" 4. To cooperate with all officials, employees, contractors and agents of the City relative to the preparation of all peninent information regarding the financing, including but not limited to related economic and financial data, and to disseminate such infonrlation to potential investors and financial publicity media. S. To provide all of the above mentioned services in Section I at its own cost and expense, except for the costs of printing and documenting the Preliminary and Final Official Statements as described in section II below. 6. To engage the services of an Underwriter's Counsel and to pay for all expenses incurred by the Underwriter's Counsel in connection with the public offering of the Securities, which may include, but not limited to, the cost of preparation and printing of the Blue Sky Memorandum and the Bond Purchase Agreement. It TIlE CITY AGREES: 1. To retain a recognized Bond Counsel to represent the City and issue an unqualified approving opinion relative to and to accompany delivery of the issue. 2. To disclose and make available to the Underwriter and its counsel all necessary information relating to the City, the Project, the Securities and the related financing program. 3. To take such action and subscribe to or adopt a resolution and other legal instruments as may be recommended by Bond Counselor the City's legal counsel as required by law or otherwise necessary in order to effect the plan of issuance of Securities. 4. To provide all of the above mentioned services in Section II at its own cost and expense. S. To pay all expenses incident to the performance of the City's obligations hereunder, including but not limited to: A The fees and disbursements of Bond Counsel; B. The fees of the paying agent and registrar; C. Printing and mailing costs associated with the issue, including the Preliminary and Final Official Statement. D. Consultant services related to the issuance of the bond. Exhibit "A" m. THE UNDERWRITER AND THE CITY AGREE: 1. That when the dollar principal amount of the issue is determined and in the opinion of both the Underwriter and the City the Securities are marketable and Bond Counsel is able to give an unqualified approval legal opinion relating to the Securities, and the City is able to provide the customary No-litigation Certificate or, in lieu thereof, its counsel's legal opinion that existing or threatened litigation is without merit or will lead to insignificant adversity, the Underwriter will submit to the City a written Bond Purchase Agreement for the purchase of the Securities. 2. That the Bond Purchase Agreement will be accepted or rejected by the City, in writing, on the date the Bond Purchase Agreement is submitted to the City and if the City rejects the Bond Purchase Agreement it may terminate this Agreement in writing. 3. That if this Agreement is terminated as provided in Subsection 2 of the Section III or is otherwise terminated, the respective obligations of the Underwriter to pay the expenses set forth in Section I and of the City to pay the expenses set forth in Section II shall remain after such termination. 4. That whenever written notice shall be required under this Agreement, notice shall be mailed by certified or registered mail to the following addresses: TO THE CITY AT: City of San Bernardino 300 North D Street San Bernardino, CA 92418 ATTN: Roger G. Hardgrave, Director of Public Works/City Engineer TO THE UNDERWRITER AT: Prudential-Bache Securities, Inc. Public Finance Department 515 South Figueroa Street, Suite 1500 Los Angeles, CA 90071 ATTN: John D. McAlister, Vice President 5. That the Underwriter is an independent contractor and shall not be deemed to be an employee, agent or co-adventurer of the City. 6. That in performance of this Agreement, the Underwriter is not acting as a lawyer, accountant, consultant or broker. Exhibit "A" . 7. That this Agreement supersedes any prior agreements and understandings between the parties hereto, and this Agreement may be changed only in writing, and only when mutually accepted by both the Underwriter and the City. PRUDENTIAL-BACHE CAPITAL FUNDING 7 -r--- , , ,'" /. -- ,t' . '\ Accepted this ,,'-7(1,- day of ",l- '}-- CITY OF SAN BERNARDINYi ,/ / , 1990 for Approved as to form and legal content: James F. Penman, City Attorney By: Exhibit "A"