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HomeMy WebLinkAbout1986-039 ; SBE071-6/1474S/rg 02106/86 RESOLUTION NO. 86-39 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND ACCEPTING A PROPOSAL TO PROVIDE BOND COUNSEL, CONSULTING AND UNDERWRITING SERVICES IN CONNECTION WITH THE ISSUANCE OF THE CITY OF SAN BERNARDINO, CALIFORNIA, SEWER REVENUE REFUNDING BONDS, ISSUE OF 1986 (REGIONAL WASTEWATER TREATMENT PLANT PROJECT) WHEREAS, the City of San Bernardino, California (the "City") , is undertaking procedures to issue the City of San Bernardino, California, Sewer Revenue Refunding Bonds, Issue of 1986 (Regional Wastewater Treatment Plant Project), in an aggregate principal amount equal to $2,600,000 (the "Bonds"); and WHEREAS, the City has requested the services of Saba & Gondek, a Professional Corporation ("Bond Counsel"), to provide legal services in connection with the proposed financing of the Bonds; and WHEREAS, the Ci ty has requested the services of Mi ller & Schroeder Financial, Inc. (the "Financial Consultant"), to provide professional consulting and financial feasibility services in connection with the proposed financing of the Bonds; and WHEREAS, Bond Counsel has presented a proposal in the form of a letter agreement (the "Agreement") to the City to provide such Bond Counsel services and City Staff has recommended that the Agreement, attached hereto as Exhibit "A" and incorporated herein by - I - reference, be approved and accepted by the Mayor and Common Council of the Ci ty of San Bernardino, Ca I i fornia (the "Mayor and Common Council"). WHEREAS, the Financial Consultant has presented a proposal (the "Proposal") to the City to provide such consulting and financial services and City Staff has recommended that the Proposal attached hereto as Exhibit "B" and incorporated herein by reference be approved and accepted by the Mayor and Common Council. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Mayor and Common Council hereby approves and accepts the Agreement and the Proposal to provide legal, consulting and financial services of Bond Counsel and the Financial Consultant in connection with the proposed financing of the Bonds. Section 2. The Mayor and Common Council hereby authorizes and directs the City Staff and any and all appropriate officers and employees of the City to take any and all reasonable and appropriate actions and to execute any and all necessary agreements consistent with and in order to effectuate the terms and conditions of the Agreement and the Proposal. - 2 - Section 3. This Resolution shall take effect upon adoption. I HEREBY CERTIFY that the foregoing adopted by the Mayor and Common Council San Bernardino at a n adiourned reqular held on the 11t-h day of I"<>hr""ry the following vote, to wit: resolution of the meeting was duly Ci ty of thereof, 198 6 , by AYES: Council Members Estrada, Reillv. Hernandez. Marks. Quiel NAYS: None ABSENT: Council Members Frazier.Strickler ~t?/N/4/~d Ci t,y Clerk day of The foregoing FAhrllnry resolution is , 1986. hereby approved this ~-c-,{. ~~e;:'CiU~ San Bernardino Approved as to form: Ci~~~ - 3 - STATE OF CALIFORNIA ) ) ss. ) COUNTY OF On "":-~~ dO, J9~efore me, the undersigned, ~ary PUbl~ in and tor said State, personally appeared ~ , and ~ WIJf1-:"-i! personally known to me (or proved to me on the bas s of satisfactory evidence) to be the Mayor and City Clerk, respectively, of the City of San Bernardino, California, that executed the within instrument on behalf of said City and acknowledged to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of the Mayor and Common Council of the City of San Bernardino, California. WITNESS my hand and official seal. {OFFICIAL SEAU J. LORRAINE VELARDE NOTARY PUBLIC - CALIFORNIA SAN BERNARDINO COUNTY My Commission Expires Oct. 10. 1989 Signature: ~.tl~ - 4 - / -r rc-J EXHIBIT A February 7, 1986 Honorable Mayor and Common Council City of San Bernardino 300 North "D" Street San Bernardino, California 92418 Honorable Mayor and Common Councilmembers: This proposal is being submitted for your ~onsideration in connection with the issuance by the City of San Bernardino, California (the "City"), of sewer revenue refunding bonds (the "Bonds") pursuant to the City Charter and the laws of the State of California and particularly the Revenue Bond Law of 1941 (Chapter 6, Part 1, Division 2, Title 5 'of the Government Code of the State of California) for the retirement of the City of San Bernardino, Renewal Revenue Bond Anticipation Notes, Issue of 1984 (the "Notes, Issue of 1984"). Such refunding of the Notes, Issue of 1984, may be paid from the proceeds of the sale of the Bonds pursuant to the provisions of the City Charter and the applicable State laws with regard to the issuance of Bonds by the City pursuant to the appropriate authority under State law. The role of this Firm in such financing or financings would be to represent the interests of the City while serving as Bond Counsel and rendering the requisite opinion or opinions to the purchaser of the tax-exempt obligations to be issued by the City as to legality for issuance under the laws of the State of California and the exemption of interest on such obligations from applicable federal and State income taxation. As stated above, this Firm shall act as Bond Counsel to the City for the financing project of the City and, in connection therewith, the services of Bond Counsel would be to prepare all legal documents and filings necessary to implement the financings for the project, to attend such meeting or meetings of the Mayor and Common Council at which action on such project would be taken at your request, to supervise the proceedings step-by-step as taken to be certain that all necessary procedures are conducted in the proper manner and at the proper times, to consult with members of the City Staff and City Attorney in the preparation of documents and in the scheduling of actions in connection with Hie financing project, preparation of the necessary agreements and resolutions for approval and adoption by the City, including, but not limi ted to, the Resolution of Issuance, the Resolution of Sale, the Resolution Awarding Bonds, the Resolution Approving Fiscal Agent Page r Agreement and all closing dGcuments, and to Bonds of the City and conduct the closin~ approving opinion or opinions at the tim~ tax-exemptior.;.o superyise delivery of thereof and provide relating to legality the the and For these services, the total fees f or Bond Counsel services would be one percent (1%) of the first $2,000,000 of the principal amount of Bonds and one-quarter percent (1/4%) of the principal amount of Bonds in excess of $2,000,000, for each series or issuance of tax-exempt obligations so issued from time-to-time by the City plus all out-of-pocket expenses. It is expressly understood and agreed that this employment letter with regard to said percentage fee for Bond Counsel services and out-of-pocket expenditures of Bond Counsel is contingent upon the successful sale and delivery of the tax-exempt obligations in each series or separate financing as contemplated hereunder. This Firm shall be compensated for all out-of-pocket expenses incurred as Bond Counsel solely upon the delivery of the Bonds from the proceeds thereof for such items as travel, long-distance telephone calls, messenger service, telecopying, photocopying, word processing charges and administrative expenses related to the same for such issuance of the Bonds if and when the Bonds are actually issued and delivered, and such out-of-pocket expenses shall be in addition to the Bond Counsel fee if the Bonds in one or more series are in fact issued. If the terms as outlined herein are satisfactory, please indica te acceptance hereof by the City through the execution of the acceptance in the form provided below thereby employing this Firm as Bond Counsel to the City upon the terms stated herein, and return an executed copy of this letter. Very truly yours, SABO & GONDEK A PROFESSIONAL CORPORATION 2:~~ TJS:ak Enclosure /1473S Page 3 ACCEPTANCE The La,' Firm of SABO & GONDEK, A PROFESSIONAL CORPORATIO!\, is hereby employed as Bond Counsel to the City of San Bernardino, California, in accordance with the terms of the foregoing letter. Dated: ~jiL'1 .20 , 1986 j~"uj~ San Bernardino Approved as to form: Ci~#P4 . CONTRACT EMPLOYING FINANCIAL CONSULTANT SEWER REFUNDING PROJECT THIS AGREEMENT, made this 13th day of February, 1986, by and between the City of San Bernardino, California, an City duly organized under the laws of the State of California (hereinafter called the "City"), and MILLER & SCHROEDER FINANCIAL, INC., 505 Lomas Santa Fe Drive, Solana Beach, California (hereinafter called the "Consultant"): WITNESSETH: WHEREAS, the City has heretofore initiated its wastewater treatment plant expansion; and WHEREAS, the City requires assistance in the development of a sound, equitable and practical financing plan to implement the refinancing of existing indebtedness by taking into consideration sources of capital funds and cash flow requirements, annual costs, the allocation of those costs, statutory requirements and restrictions, and alternate methods, if applicable; and WHEREAS, the City, after determined that the Consultant perform said services; due investigation and deliberation, has is qualified by training and experience to NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Consultant and the Consultant hereby accepts such employment to perform the services relative to the wastewater treatment plant expansion and refinancing conditions, and in consideration of payments as hereinafter set forth: . Services to be Performed by the Consultant: The Consultant shall perform in a diligent manner the following services: 1. When the City has approved a specific project or projects for implementation, the estimated costs and method of financing of which have been sufficient'1y well established to permit the preparation of a final financing plan, the Consultant shall, at the direction of the City, prepare such plan containing, in addition to other information, the following: A. A description of the project or projects, including the purpose, benefits, estimated costs and other pertinent information. B. Details relating to the proposed method of financing, including tentative bond amortization schedules, call features, sources and amounts of funds to be used in amortizing the costs and other related data. C. Illustrations and examples of the financial effects of the financing program on typical property owners, utility users or beneficiaries of the specific program. D. Recommendations as to further procedures. 2. If bonds or other evidences of indebtedness to finance all or part of the costs of the project or projects are authorized to be issued by the City, or by any building authority, parking authority, other City entity, or any other authority alone or in conjunction with the City, the Consultant shall: A. Make recommendations as to exact which bonds are to be issued and sold, including final amortization or repayment schedules, call other details. terms and conditions under timing and method of sale, and redemption features and I , B. Assist bond counsel in drafting the necessary resolution of issuance and notice of sale. 3. Upon approval by the City of final financing details and upon direction by the City to do so, prepare the text and other material for an official statement or bond prospectus describing the improvements, the bonds, their security, and the economic and financial background of the City. 4. Arrange for printing and distribution of the official statement and other related material to a comprehensive list of prospective bond bidders. 5. Make such trips, and schedule such conferences, in financial centers throughout the United States as are necessary or proper to generate maximum interest in, and acceptance of, the proposed bonds, notes or obligations among both underwriters and ultimate investors. The Consultant shall distribute copies of the official statement or other pertinent documentation to bond underwriters and interested ultimate investors located in the aforesaid financial centers. 6. Take such other steps as appear advisable to encourage strong competitive bidding for the bonds. 7. If non-profit corporation financing is to be included in the financing program, the Consultant shall recommend: A. The timing and procedures to be used in: (i) forming a non-profit corporation, (ii) obtaining the necessary Internal Revenue Service ruling as to tax exemption of the securities to be issued, (iii) complying with the Securities and Exchange Commission regulations if a public sale of securities proves to be desirable, (iv) the sale of securities and deposit of proceeds with the fiscal agent, and (v) disbursement and application of funds. 2 B. Specific terms governing the issuance of the bonds of the non-profit corporation, including the amount of the issue, a debt retirement schedule, call and redemption features, denominations, application of bond proceeds and rental agreements. In recommending the amount of bonds to be issued, the Consultant shall use its best efforts to keep incidental costs, such as interest during construction, reserve funds and other charges, to a minimum in order to avoid overcapitalization. 8. The Consul tant may, with the City's approval, serve as underwriter for bonds at private sale in which case the Consultant shall waive any fees payable under this contract. If a public sale of bonds proves to be legally and practicably possible, the Consultant shall prepare the text of an official statement describing the bonds, their security, and the economic and financial background of the City which may be duplicated and distributed to a comprehensive list of prospective bidders. 9. The Consultant shall be available at reasonable times by telephone or at the offices of the City on an ongoing basis throughout the term of this agreement to discuss on a continuing basis the results of studies and analyses and generate such additional information as desired or requested and consult with the City as to the financial aspects of any specific project then being considered, and provide advice, counsel, counsel and suggestions as to feasible alternatives by which the goals of the City may be accomplished. 10. Consultant agrees to comply with any policy adopted by the City establishing guidelines for bond sale procedures, upon being provided a copy thereof. 11. The City shall not otherwise be liable to the Consultant for any other sums except as specifically set forth in this Agreement. Any services performed by consultant prior to the execution of this agreement shall not be covered by this agreement. 3 " . Compensation: 12. The Compensation to be paid to the Consultant for services provided hereunder shall be $25,000. sold. This Compensation shall be paid from bond proceeds, when bonds are If bonds are not sold, no compensation shall be due or payable hereunder. Other Considerations: 13. The Consultant is employed hereunder to render a professional service as a municipal financing consultant and any payments made to it are compensation solely for such service and advice. Unless otherwise agreed as to any particular project, the Consultant is not responsible for and shall not be held liable for any other expense or expenditure in connection with the financing program. The City or the legal entity or entities issuing bonds, notes or obligations shall bear the cost of printing, mailing and distributing any official statement, any notice of sale, any printing of documents and securities, publication, bond counsel fees and rating fees. 14. The City hereby agrees that the Consultant may bid on the City's obligations if such obligations are sold at public sale. In the event that the Consultant is the successful bidder at such public sale, the Consultant's fee for services performed hereunder shall not be waived. 15. The City agrees that its officials and employees will be requested and directed to cooperate with and assist representatives of the Consultant to the end that the Consultant may secure all information and data required to perform the services herein provided. 4 . 16. This Agreement may be cancelled without cause by either party by giving the other party thirty (30) days written notice of such cancellation. Should the City terminate this agreement prior to at least one attempt to sell the bonds, the Ci ty shall reimburse the Consultant for its services and expenses incurred hereunder in accordance with the overall agreement for services between the parties. IN WITNESS WHEREOF, said City, party of the first part, has caused these presents to be properly executed, and said Consultant, party of the second part, has caused these presents to be executed by one of its officers, as of the date hereinabove set forth. CITY OF SAN BERNARDINO MILLER & SCHROEDER FINANCIAL, INC. J~~2J~ By Mayor Its ~ ~t?.#?J:1-; ,/ / . C1ty Clerk Approved as to form: CITY ATTORNEY By ?f~~~ 6