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Home My WebLink About1989-149 ~. . 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 28 4/25/89 RESOLUTION NO. 89-149 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STONE AND YOUNGBERG FOR INVEST- MENT BANKING SERVICES FOR THE VERDEMONT AREA IMPROVEMENT DISTRICT, ASSESSMENT DISTRICT NO. 987. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 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 Verdemont Area Improvement District, Assessment District No. 987, a copy of which is attached hereto marked Exhibit "A", and incorporated herein by reference as fully as though set forth at length. SECTION 2. This resolution is rescinded if the parties to the Agreement for Investment Banking Services fail to execute it within sixty (60) days of the passage of this resolution. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 15th day of May , 1989, by the following vote, to-wit: AYES: Council Members Estrada, Flores, Maudsley, Minor, Pope-Ludlam NAYS: None ABSENT: Council Members Reilly. Miller ~~~~/ / City Clerk The foregoing resolution is hereby approved this /ft~ day of , 1989. May RESO: AUTHORIZING EXECUTION OF AGREEMENT WITH STON~ AND YOUNGBERG FOR INVESTMENT BANKING SERVICES FOR ASSESSMENT DISTRICT NO. 987. t~~2J.{!:/ City of San Bernardino '. , AGREEMENT FOR INVESTMENT BANKING SERVICES / N:L day of ~, 19~, by and between the CITY OF SAN BERNARDINO, a municipal ~n, hereinafter called "City", and STONE & YOUNGBERG hereinafter called "Investment THIS AGREEMENT is made and entered into this Banker" . WITNESSETH WHEREAS, Ci ty proposes to i ni tiate proceedi ngs for Assessment Di stri ct No. 987 (Verdemont Area Improvement District) (the "Project"); and WHEREAS, the City requi res assi stance in the deve 1 opment of a sound, equitable and practical financing plan to implement the Project 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 requires the services of a municipal investment banker experienced in financial consulting for and underwriting the obligations of cities to assist in such financial planning and to purchase the City's obligations at negotiated sale, and to coordinate the sale and distribution of the City's obligations; and WHEREAS, the City has determined that the Investment Banker is qualified by training and experience to perform said services; NOW, THEREFORE, it is mutually agreed, as follows: The City hereby employs the Investment Banker and the Investment Banker hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth: I. Services to be performed by the Investment Banker: 5-15-89 EXHIBIT C 1 , A. Structuring the Financing: 1. Investment Banker will work with City in developing the scope of the financial feasibility and assessing the marketability of the project. 2. Investment Banker will work with the City's bond counsel recommending specific terms and conditions affecting the basic security of the Bonds. 3. Investment Banker will prepare the text of an Official Sta tement for sa le of the securi ti es. Said Offi ci a 1 Statement will include a description of the Bonds and their security, and pertinent financial and economic date. In preparation of the Official Statement, Investment Banker will exercise due diligence in the ascertainment of all material facts and circumstances regarding the project and their disclosure in the prospectus. 4. Investment Banker will be present at any necessary information meeting or meetings. 5. If the City so requests, Investment Banker will assist in arranging the selection of a paying agent. B. Marketing the Bonds: 1. Investment Banker will use its best efforts to accomplish the formal marketing at the earliest date possible consistent with sound investment banking and underwriting principles. Investment Banker agrees to use its best efforts in establi shing the interest rate or rates and discounts on the bonds. It is intended that, once purchased by the Investment Banker, the Bonds will be re-offered to the public on the basis of an immediate "bona fide public offering". Investment Banker may form a group of investment banking firms for the purpose of underwriting and selling the Bonds. Investment Banker's earnings from such sale shall be its sole compensation under this Agreement except as otherwise specifically set forth herein. 2. Investment Banker will submit an offer to the City to purchase the bonds subject to perti nent resol uti ons, the Offi ci al Sta tement, and all other necessary documents, approval s, and proceedings governing such Bonds having been determined by bond counsel, the Ci ty, and the Underwri ter to be satisfactory in all respects for financing purposes. If after negotiations with Investment Banker, in good faith, the City and Investment Banker fail to agree on terms of sale of the Bonds, the City may terminate this Agreement, then offer the Bonds for sale to others. 5-15-89 EXHIBIT C 2 '. II. General Provisions Relating to the City and the Investment Banker: A. The City agrees to cooperate with Investment Banker by making available copies of economi c and fi nanci a 1 reports, agreements, contracts, resolutions, and other relevant documents pertaining to the project, the City or the Bonds as reasonably may be required from time to time for prompt and effi ci ent performance by Investment Banker of thei r obligations hereunder. B. Investment Banker shall pay its own out-of-pocket and other expenses, the cost of the preparation of the Official Statement, Underwriter's Counsel, Blue Sky and Investment Memoranda used by the Investment Banker and all advertising expenses in connection with the public offering of theBonds. C. The City shall pay from the proceeds of the Bonds or other funds of the City all costs and expenses customarily paid therefrom, including the cost of printing the Bonds, the Official Statement and other documents, the fees and expenses of its legal counsel, bond counsel, consul tants, accountants, and of any other experts retained by the City in connection wi th the fi nanci ng. D. It is expreSSly understood and agreed and the City hereby recognizes that in performing its activities pursuant to a negotiated sale that Investment Banker is acting solely on its own behalf and plans to submit to the City a proposal to purchase the Bonds for resale. Nothi ng herei n shall be construed to make the Underwri ter an employee or agent of the City, Investment Banker shall be at all ti mes, an independent contractor. E. The term of this Agreement shall extend to the date of sale of the Bonds as contemplated herein, as determined by the date upon which the formal Bond Purchase Contract is executed by the City and Investment Banker or the term of this Agreement shall be two (2) years from the date' hereof, whichever is longer. This Agreement may be cancelled without cause by either party by giving the other party thirty (30) days written notice of such cancellation. Said notice shall be sent to the party by certified mail at the following address: Roger G. Hardgrave Director of Public Works! City Engineer 300 North "D" Street San Bernardino, CA 9241B F. The City may termi na te this Agreement if, after negotia ti ons in good faith, the City and Stone & Youngberg fail to agree on mutually INVESTMENT BANKER STONE & YOUNGBERG 15260 Ventura Boulevard Sherman Oaks, CA 91403 Attn: Mr. John Doyle, Partner .flIl.QE ~ BERNARDINO 5-15-89 EXHIBIT C 3 '. acceptable terms of sale of the Bonds. Upon termination of this Agreement. the Ci ty shall be under no further ob 1 i ga ti on to the Underwriter hereunder. except that the City is obligated to pay to the Underwriter any expenses incurred on behalf of the City pursuant to Paragraph II B of thi s Agreement shoul d the City not sell the Bonds to the Underwriter pursuant to Section B of this Agreement. THIS AGREEMENT shall not be amended except upon the express written agreement of the parties hereto to such amendment. THIS AGREEMENT and any documents or instruments attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto. and supercede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms. conditions or provisions of this Agreement. and any such document or instrument. the terms and conditions of this Agreement shall prevail. IN WITNESS WHEREOF. said City. has caused these presents to be properly executed. and sai d Investment Banker. has caused these presents to be executed by one of its officers. as of the date hereinabove set forth. STONE & YOUNGBERG BERNARDINO corpora ti on ~/ ATTEST: APPROVED AS TO FORM and LEGAL CONTENT: ~-r~~Ab James F. Penman Ci ty Attorney 5-15-B9 EXHIBIT C 4