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HomeMy WebLinkAbout1989-017 .. 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 RESOLUTION NO. 89-17 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF THE AGREEMENT FOR UNDERWRITING SERVICES WITH EHRLICH BOBER & CO., INC., INITIATING PROCEEDINGS FOR DEVELOPMENT OF A FIFTY (50) UNIT SENIOR CITIZEN HOUSING PROJECT IN THE CITY OF SAN BERNARDINO. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: The Mayor is hereby authorized to enter into and execute on behalf of the City of San Bernardino the Agreement for Underwriting Services attached hereto marked Exhibit "A" and incorporated herein by this reference, to initiate proceedings for development of a fifty (50) unit senior citizen housing project in the City of San Bernardino. 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 held on the 17th day of January , 19~, by the following vote, to wit: AYES: Council Members Estrada, Reilly, Flores, Maudsley, Minor, Pope-Ludlam NAYS: None. ABSENT: Council Member Miller ~dL//l{b:~/J,/; Ci ty ./Clerk JFW:ss January 6, 1989 1 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXEUCTION OF THE AGREEMENT FOR UNDERWRITING SERVICES WITH EHRLICH 2 BOBER & CO., INC., INITIATING PROCEEDINGS FOR DEVELOPMENT OF A FIFTY (50) UNIT SENIOR CITIZEN HOUSING PROJECT IN THE CITY OF SAN 3 BERNARDINO. 4 5 The foregoing resolution is hereby approved this /f~~ 6 day of January 7 8 9 Approved as to form and 10 legal content: 11 JAMES . PENMAN, City Attorney ~T~ 12 BY: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 JFW:ss January 6, 1989 2 r'-. ..] ... .." /1 I" /' ()~. J r ~/;:;~ ~".t~ ' / ~ tJ-w &,~ ~ T7 ~ iu--~p j2~ ~~7 , d-f, -JJ ~ ~Z~~ /ZiL tA,tu-dj II -' / it~Q(.!z0 ~-0. ,.~h-~.-f./ " " C"'} l 'U (;/~ ~,_~ .40 Ci'jllb-. ~~/~.~~\ AGREEMENT FOR UNDERWRITING SERVICES THIS AGREEMENT, made this day of 19 by and between the City of San Bernardino, California (hereinafter called the "City"), and EHRLICH BOBER & CO., INC. (hereinafter called the "Underwriter"): WITNESSETH: WHEREAS, the City proposes to initiate proceedings for development of a fifty (50) unit senior citizen housing project in the City of San Bernardino; and, WHEREAS, the City requires assistance in the development of a sound, equitable and practical financing plan to implement the Project by taking into consideration those matters set forth in the "Suggested Scope of Services" attached and labeled Attachment "1" to the "Request for Proposals for Financial Advisory and/or Underwriting Services" bearing date of 7-21-88, a copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof; and, WHEREAS, the City requires the services of a professional underwriter experienced in financial consulting for and underwriting the obligations of cities to assist in such financial planning and to coordinate the sale and distribution of the City's obligations; and, WHEREAS, the Underwriter asserts that it is qualified by training and experience to perform said services; / / / JFW/dys January 6, 1989 1 NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Underwriter and the Underwriter 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. Scope of Services to be performed by the Underwriter. A. Structuring the Financing: 1. Underwriter will work with City in developing the scope of the financial feasibility and assessing the marketability of the project. 2. Underwriter will work with the City's bond counsel recommending specific terms and conditions affecting the basic security of the Bonds. 3. Underwriter will prepare the text of an Official Statement for sale of the securities. Said Official Statement will include a description of the Bonds and their security, and pertinent financial and economic data. In preparation of the Official Statements, underwriter will exercise due diligence in the ascertainment of all material facts and circumstances regarding the project and their disclosure in the prospectus. 4. Underwriter will be present at any necessary information meeting or meetings. 5. If the City so requests, Underwriter will assist in arranging the selection of a paying agent. 6. Other services are as set forth in Section 6 of Underwriter's "Proposal for Underwriting JFWjdys January 6, 1989 2 Services. ." dated September 9, 1988, a copy of which is attached hereto as Exhibit "B" and by this reference made a part hereof. B. Marketing the Bonds. 1. The Underwriters' earnings from the discounting and sale of the bonds shall be its sole compensation under this agreement, except as otherwise specifically set forth herein. The Underwriter's discount is contingent upon the bond sale. 2. 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. If after negotiations with Underwriter, in good faith, the City and Underwriter fail to agree on terms of sale of the Bonds, the City may terminate this agreement, then offer the bonds for sale to others. II. General Provisions Relating to the City and the Investment Banker: A. The City agrees to cooperate with Underwriter by making available copies of economic and financial 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 efficient performance by Underwriter of their obligations hereunder. B. Underwriter 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 Underwriter. JFWjdys January 6, 1989 3 / / / / / / 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, consultants, accountants, and of any other experts retained by the City in connection with the financing. Such expenses may include those costs set forth in the "Costs of Issuance", a copy of which is attached hereto as Exhibit "c" and by this reference made a part hereof as though fully set out at this point. The parties hereby acknowledge that the specific fees set forth therein are estimates only. D. It is expressly understood and agreed and the City hereby recognizes that in performing its activities pursuant to a negotiated sale that Underwriter is acting solely on its own behalf and plans to submit to the City a proposal to purchase the Bonds for resale. Nothing herein shall be construed to make the Underwriter an employee or agent of the City, and Underwriter shall be at all times 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 Underwriter, 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 addresses: CITY OF SAN BERNARDINO EHRLICH BOBER & CO., INC. Director of Community Development 300 North "0" Street San Bernardino, CA 92418 401 Wilshire Boulevard Suite 1250 Santa Monica, CA 90401 JFW/dys January 6, 1989 4 F. The City may terminate this Agreement if, after negotiations in good faith, the City and Underwriter fail to agree on mutually acceptable terms of sale of the Bonds. Upon termination of this Agreement, the City shall be under no further obligation 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 this Agreement should the City not sell the Bonds to the underwriter pursuant to Section I (B) of this Agreement. III. THIS AGREEMENT shall not be amended except upon the express written Agreement of the parties hereto to such amendment. IV. THIS AGREEMENT and any documents or instruments attached hereto or referred to herein integrate or terms and conditions mentioned herein or incidental hereto, and supersede 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 said Underwriter has caused these presents to be executed by one of its officers, as of the / / / / / / / / / / / / / / / JFW/dys January 6, 1989 5 date hereinabove set forth. ATTEST: CITY OF SAN BERNARDINO City Clerk BY: Evlyn Wilcox, Mayor City of San Bernardino EHRLICH BOBER & CO., INC. BY: Dawn Vincent Approved as to form and legal content: JAMES F. PENMAN, City Attorney BY: L J'~ d-- JFWjdys January 6, 1989 6 t . \ ....j l.': . . .. . Cl'1Y ~ SAN ~DI) CXJKJNI'IY [EVE[D9IN1' EEPARIJea' REQDT Ita HaaWS Fat Fnw<<:IAL ~ AND/CR tKflHU'1'IlrJ SERVICD ~ '1be Camunity Cevelcpnent Department of the city of San Bemard1no desires to retain a finaB::ia1 advisor or uOOer<<riter to assist in the anticipated issua.ra! of b:ni finarc~ rot. to exceed two millim dollars ($2,000,000) fex the PJll)OS8 of finarc~ the devel~.t of . fifty (50) \Nt senior hcus~ project in the City of San Bemard1no. . '1he total cost of the project. is estimated at ~tely three milliem dollars ($3,000,000). '!he project is an apartment CXIIplex for senior citizens em fixed iJxxmes (pr:bnari1y SSI am SSA recipients) and wcWd inclme a DUltip.u:pose facilty for leisure, educatiooal am,tor avocatimal activities. '!be project will be located em ax:proximate1y two point five (2.5) acres at the future comer of nores am. 17th streets. '1b8 project will require the constructioo of both Flores am 17th streets and installatioo of certain offsite iDpravements related to the oazplet1em of said streets. 'Jbe project. will be finarx:ed as a joint venture ~ the City of San Bemardino, the Hcus~ Authority of the Coonty of san Bemard1no ard Arrowbead Health Care System, Inc., the parent CXII'paJ1y of Sari Bemard1no O:mrI.1nity Hospital. ~ Health ~ System, Inc., will lease the lan:l to the Hoos~ Authorj,ty for thirty (30) years with two (2) ten (10) year cpt!CIlS or thirty five (35) years with three (3) five (5) J8U' cptiaw for ale dollar ($1.00) per year for the lIfe of tlle lease an! affected cptia1S. '!he Hals~ Authority am the City will share in fJ.nanCin) the ocst of the project described abaYe. '11le Hoos~ Authority will own ani <:prate the project. '!he Authority will pay for ard1it.ecb.n-al and eDJi.neer~ services am awroximately me-balf (1/2) of the project cost (estimated at ale point five millioo dollars ($1,500,000)) with its am reverA.1eS. 'Jbe city propoces to pay its share of the project cost (estimated at awroximately ale point five million dollars ($1,500,000)) l1.i use of O\arter City Notes. '!be city .inten1s to issue a Limited CbligatiCll loan Ag1.elt:::uent Revenue Bond in an annmt not to exceed two millim dollars ($2,000,000), am City will retire the b:I1d by pledging a portion of its b.1enty peroent (2M) hc:usirg set-aside turrls generated frail soooeestul redevelcpuent project areas. Recent City of San Eemardi.no Redevelqment Agercy tax i..oc:rement projections irdicate tl)at in fiscal year 1987/1988 three (3) of its eleven (11) project areas produced $245,548 in twenty percent (2M) halsi.rg set aside furrls since June, 1987. '!he total set-aside turds al dep:sit as of March 31, 1988 was rep:>rted at $381,476. Hcnsirg set-aside itxxrne fran the Northwest, Tri~ity an:) South Valle project areas has been increasirg fifteen percent (15%) to twenty percent (20%) annually. 7/21/88 1 EXHlBiT A . . . . . , . -. I. ",' . ': #. , far pnposes of th1a project, the City has Mlected as1xnS ccuwe1 tM firm of M.d;Je Ja;e Qrthrle Alexarder an:! Fe1'da1. H1DjJuI- '1he City seeJaI a fInancial cxnsultant or ~ter 1Ib) will play a leadership rol. ~ the plOO8S8, provide calt.iru1ty of perscn18l, am advi8e the City J:egal"dinJ the D:8t awrqriate ant cost-effective ~ to stnJCture the Ixn! finaoo~ package to meet the needs of the City, the Iblsirq Authority, an! the Arrort.bead Health Care Syst8, Inc. RespcnJents to this RFP DUSt have a full setVioe office in SQJt.hem Califomia am be able to deD:nstrate their ~teooe am cxmnitment to the suooesstul . finaooir9 of similarly sized i$Sl,".' 'Ibe City wishes to minimize the tJme and effort required of its staff an:! other ccnsultants to ~lish a suooesstul finarcin). (Attachment "1" provides a detailed descriptiQ'l of the services required.) Prtp:sal Contents '!be City requests the resporrlents to this'RFP provide, at a minhrum, the items irdicated belCN: 1. 0",1 ificatlaw 'Ibis sectia1 of the proposal shoold in:1icate breadth of experieooe of yoor fim in variQ,lS types of bcn:l financed projects un:1ertaken by cities an:) redevelcpnent ageroies. Incl\XJe descript.1ms of ya.Jr fim'. involvement in &t.tucturir9 am develq>~ innovative finaoo1n:J plans am tedmiques involv~ the# sale of bcnB to the DID'licipal bcni market am providirq the sezvices listed in Attachment "1-. Please inclme at least three (3) references of clients for Vlcm ya.Jr firm has performed reomt advisory services (within the last three (3) years). Also describe the stroct:ure of yoor firm, J'UIbar of Ellplajeea, locatial of offices an:! its capital base. If possible, in::luie a recent a\Xlited finarcial statement. Pl~ls fran finns that do not meet the req.lil"PmPJ"Ih: outlined aboYe will not be oa1Sidered. 2. ~ of Services Attad1ment "l" provides a list of the services the City will expect to be provided D.i the selected finaooia1 advisor/urrlel:writer. '!he"5Cq)8 of services" sectial of the proposal shculd identify arrj JOOdifications, deletioos or acHitions to the listed services, as well as a descripticn of the nature am extent of services beirq prtp:)SEd. .Add! tionally, the proposal shculd (a) ootline the pre1iminaIy finarcirq structure prcp::sed; (b) state whether credit ~t tNOOld be necessazy; (c) state anticipated debt service coverage requirements; am, Cd) subnit a list of procedural step; involved tcqether with a prtp:)SEd timetable. 3. Financing Costs am Carpensation 7/21/88 2 (.."j 'f. ;.... (~) . . .. . 'lbI pt<paeal 8ho.11d inc1\de an estJmate of finaooir9 CDIt8 inc1~ fees am eJCpenses associated with tM 1asuanoe of thI Jx:n! ard 1rd1cate ~ these costs will be CXI1tin:Jent ~ clceq of tM Ale of tM bc:Im. 4. Refpa~ibl. Persa1ne1 Please ttsrcrlbe the plopo;ed persa1n81 traa yQIr fim ~ will haw direct am primLuy respasibility for the pravisicn of 88l'Vices and 1ft) will \IOrk with the City to arraJ'Jl8 the p1~ financq. Pl_ provide l"eSl~ am otJler informatlC1'l rega1'd1nJ their aper1ence in similar financin;Js an:) financial advisoxy work. in general. Jm) selectim. pm;amel Jtay not be substituted without advance writtsQ ~Wroval ~ the City. selectim Criterio O:nsultants shall be selected thrcu:]h review of the subdtted p~18, usiRJ the followiD) criteria: 1. Demonstratial of specific current aM extensive exper!mx:e am track reoom in structurin;J am coordlnatin;J lxni financin3s as pemitted UI'O!r California law. 2. Respcnsiveness of the subnissicn to the pxovisims and criteria of this RFP. 3. nexibility in tailoriRJ the ~ of financin3s (e.g., aDk)rt!zatial, coverage ard reseIVe aspects) to the specific needs of the City. 4. Experieooe, CJW.ificaticns, CXXltirW.ty aM availability of staff assigned to the provisicn of tne advisor,turderwritiJ9 services. 5. Fees am ~. A limited I"J\.1I'OOer of finns may be invited to oral inteJ:vi.ews prior to the awan! of a contract for sexvices. selectioo Sd1edu1e Five (5) cx:pies of sutmissions in respalS4a to this RFP DUSt be received by the City no later than 4:00 p.m., PDl', August 31, 1988, at the followiD) addl:: e&s: City of San Bernardino Carmmity Develcpnent. Deparbnent 300 North "0" street, 5th Floor San Bernardino, CA 92418 Attn: Maurice Oliva, HaJsin;J Deve10prent Specialist Nothin;J in this RFP shall be deemed to ccmnit the City to eJ'X3Clge arrJ financial consultant an:1,Ior lD"rlena-iter or to ploceed with the sale of any Jx:n3s. No prcp:lSal costs will be reinbJrsed. 7/21/88 3 I . . . ~... I,": . \ 4. . . . . cuw1deratlm of the subldsslcrw vUl ocxur as 80CIt .. ....!hl. to11~ the abaYe deadline ard rima selected for oral 1nteJ:viM v1l1 be ccnt.acte4 bmediate1y after th8 preliminary eva1uatlcn 18 CXIIplete4. I.rrt cpsticna reganU.nJ this RFP rray be directed to Mr. Oliva at 714/384--' 5065. 7/21/88 4 (:'-:::" '''; ....' ~.. . . .. AttactIDent -1- Cl'1Y or SAN BEJfi\RDIlC a:HUmY IEYEIDIMfM' ~ mxJDT RR IR)FaWB FCR FINANCIAL ~ AND/CR tlNIENU'I'nG smvICD ~ Scq)e of Services nte sezvices liSted below are those an-rent.ly identified to be provided by tbe selected fJ.naooial advisor;urderwriter. Arrf sucnestiaw far 1DtX!ificaticn; to these services should be In::lu:Sed in the pl~ subnitt.ed .in respa sa to this RFP. m general, the selected financial advisor/UrdeIWriter t.1OOld be required to advise City staff am ot:hexwise ooonlinate the pI'qX)Sed financinJ. ~ initial services ~ will be to cxnsult with city staff ngtU."ding the ptiic financinJ qlt!alS available for the px~ f1nen::in;J, am prcNide advice, oamsel ard ~icns as to feasibl. altcnatives llhichlllalld aoocI1pl1sh the goals of the City in . tmely mS CXBt-effective fashicm. 'Ihe advisor;urderwrlter lllalld then be asked to finalize the fJ.naooinJ plan am provide the followirg services: 1. Prepare am recuw.erxi cmmtizatioo schedules' for the ptqa;ed financinJ . , 2. Arran3e am hplement procedural steps for the financinJ. 3. Make rE:CulweOOat1cns regard.inJ the financial ocntent of resolutions, notices of sale, an::! other documents. 4. Prepare am rflNise, as requested by City staff am c:xnsul tants, the Official statements ani other documentation for the financilq . 5. Coordinate'the reproductiCl'l, mailinJ am distribJticn of the notices of sale, Official statEmmts, am other documents, if any, to un:lerwriters am institutia'lal blyers located throoghoot the 0CU1b:y to ~ the best <nrpetitive bidd.i.rg for the financinJ. 6. Assist in dJta.ining bard rati1xJs fran Kxdys am,tor Starrlard ani Poors, if awrcpriate. 7. Assist in dJta.ining nunicipal bord insurance or other credit enhancement, if awrcpriate. 8. With due regard for the needs ani requirements of the City, make recCluluerrlations regard.inJ timirg of the financiIq to take ~:i1tun advantage of market oorxtitions. 7/21/88 5 J \. ".:~. . . .' 9. Advise dty .taft.. to the MlectJ.cn of the bcnS Irinten, fiscal ~ and pay1n; agents, 1nc1~ cbta1n1i9 OCItlA'Utiw bids, ~ IIPtp'1ate. 10. It plblic1y bid, ca1aJ1ate bids for the bc:ms, identity the lowest bid and advise the City ~ award of tM fJnanc1n;. 11. Arran;Je the closirq of the fJnanc1n; am advise City staff . ~ investment of fJnancirq Pro..~, it any, pending their ~ture t7.i the City. SUd1 advice shcWd inc1u:te CIlly V8rf sea.1l'e and insured investments 89 that the City ~C!911nA9 DO risk ~t.soever regarding ~ty of prilx:iPal am guaranteed retmm CI1 investmei1t. lab/lOS1 7/21/88 7/21/88 6 I""JC . . Ehrlich Bober & Co., Inc. SECTION 6 SCOPE OF SERVICES I ~I I . " I -. . . ",-,,','. ~ ;1 I C\.. ~. '11,.,',.' ~ Listed below are the suggested scope of services that were provided by the City in its request for proposals. Because we are proposing to serve the City as an underwriter, we have deleted any services in connection with financial advisory services for a competitively bid financing. However, we have added to this list several other services that Ehrlich Bober would provide as underwriter for the City's proposed bond issue. These additions are in boldface type. 1 . Identify the advantages and disadvantages of alternative financing structures including fixed rate and variable rate financing alternatives. 2 . Advise the City on the appropriate financial structure of the issue, including principal amount, maturity dates, coverage requirements, interest payment dates and early redemption provisions. 3. Prepare and recommend amortization schedules for the proposed fmancing. 4. Arrange and implement procedural steps for the financing. 5. Make recommendations regarding the financial content of resolutions, and other documents. 6. Prepare and revise, as requested by City staff and consultants, the Official Statements and other documentation for the financing. 7. Assist in obtaining bond ratings from Moody's and/or Standard and Poors, if appropriate. 8. Assist in obtaining municipal bond insurance or other credit enhancement, if appropriate. 9. With due regard for the needs and requirements of the City, make recommendations regarding timing of the financing to take optimum advantage of market conditions. 10. Advise City staff as to the selection of the bond printers, fiscal agents and paying agents, including obtaining competitive bids, where appropriate. 11. Provide trade publications, including the Bond Buyer, with information regarding the salient features and proposed sale date of the transaction. ,~,'. , 12. Analyze the market in the period prior to the sale of the issue to determine the best method for marketing the securities, given prevailing market conditions. II I . 13. Develop an expected pricing scale, terms of offering and strategy for the sale. EXHIBIT B -. :- - III III .. .. .. .. .. .. ~.. ... ,.. .-. Ehrlich Bober & Co., Inc. 14. Arrange the closing of the financing and advise City staff concerning investment of financing proceeds, if any, pending their expenditure by the City. Such advice should include only very secure and insured investments so that the City assumes no risk whatsoever regarding security of principal and guaranteed return on investment. 15. Compile a complete bond record for the City which will include all details regarding the securities, their sale and the resulting payments required for principal and interest, along with the respective dates of such payments. 16. Compile a pricing report which compares the pricing and underwriter's discount of the City issue to other similar issues on the market at that time. 17. Supply any other information requested by the City w'ith regard to the issue, market information, operational consideration or other topics or 18. Continued monitoring of the City's unexpended bond proceeds so the City can realize capital appreciation on its investment portfolio, thereby eliminating any negative arbitrage that may have been present upon purchase of the initial portfolio. By using computer software expressly designed for such "reoptimization," Ehrlich Bober will structure the City investment portfolio subject to expenditure requirements and market yields. '.. . 1"- III .. .. .. .. II . . . . . II II II II II . . . Ehrlich Bober & Co.. Inc. COSTS OF ISSUANCE The following is a list of the estimated costs of issuance assuming a $2,000,000 revenue bond financing. These are the items that would not typically be payable from the underwriter's discount. We do not include the City's bond counsel fees as that is subject to the City's selection and negotiation. TrusteelRegistrarlPaying Agent Bond Printing Preliminary & Official Statement Printing Rating Fee (if applicable) Miscellaneous Expenses (2) $5,000( 1) 2,000 4,000 7,500 5,000(1) Bond Insurance (if applicable) .60-.90% x total debt service(l) Annual Letter of Credit Fee (if applicable) .75% x total outstanding principal(1) plus 210 days of interest .1 % x total outstanding principal(1) plus 210 days of interest Upfront Letter of Credit Fee (if applicable) (1) These costs would be contingent on the bond sale. (2) This would include the underwriter's out-of-state travel expenses and various out-of-pocket expenses incurred by the issuer. EXH'BlT c