HomeMy WebLinkAbout1989-298
\f
"
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
RESOL UT ION NO. 89-298
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZ ING THE
EXECUTION OF AN AGREEMENT WITH BATEMAN EICHLER, HILL RICHARDS,
INCORPORATED FOR INVESTMENT BANKING SERVICES FOR THE CAJON &
JUNE ACQUISITION DISTRICT, ASSESSMENT DISTRICT NO. 977.
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 Bateman Eichler, Hill Richards,
Incorporated for the Cajon & June Area Acquisition District,
Assessment District No. 977, a copy of which is attached hereto
marked Exhibit IIA,II 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 This resolution is rescinded if the parties to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 7th
day of
August
1989, by the
following vote, to wit:
AYE S: Co un c i 1 Me m be r s_ Estr~p'a. Reilly. Flor~s.L -..-".,,,.. or
Minor. Pope-Ludlam, Miller
NAYS:
None
ABSENT:
h~ouncil Member Maudsley
~ 1
lf7?~{tb'~
/ City C e r k
27
28
-10-89
RESO: AUTHORIZING EXECUTION OF AGREEMENT WITH BATEMAN EICHLER,
HiLL RICHARDS FOR INVESTMENT BANKING SERVICES FOR ASSESSMEN
. · DISTRICT NO. 977.
:
..
1
2
3
4
5
6
7
8
Approved as to form
9 and legal content:
The foregoing
'1I::L day of
resolution ;s
hereby
approved
t his
Allgll~t
, 1989.
IL h eu-QfJ
au~
MAYOR PRO TEMPORE
City of San Bernardino
10 James F. Penman
City Attorney
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28 7-10-89 2
.
('\ /) - ,..---
~ r~pZ Y'6
~
AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT is made and entered into this 1t{ day of y ·
19~, by and between the CITY OF SAN BERNARDINO, a municipal corporation,
herei na fter ca 11 ed "Ci ty", and BATEMAN EICHLER, HILL RICHARDS, INC. herei na fter
ca 11 ed "Inves tment Banker".
WITNESSETH
WHEREAS, Ci ty proposes to i ni ti ate proceedi ngs for Assessment Di stri ct No.
977 (Cajon & June Acquisition District) (the "Project"); and
WHEREAS, the Ci ty requi res as s is tance 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:
7-10-89 EXHIBIT A
1
..
A. Structuring the Financing:
1. Inves tment Banker wi 11 work wi th Ci ty in deve 1 opi n9 the scope
of the fi nanci al feasi bi 1 i ty and assessi n9 the marketabi 1 i ty
of the project.
2. Investment Banker will work with the City's bond counsel
recommending specific terms and conditions affecting the
ba sic secur; ty of the Bonds.
3. Investment Banker will prepare the text of an Official
S ta tement for sa le of the securi ti es. Sa i d Offi ci a 1 S ta tement
will incl ude a descri pti on of the Bonds and thei r securi ty,
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
ci rcum stances regardi n9 the project and thei r di sc 1 os ure in
the prospectus.
4. Investment Banker will be present at any necessary information
meeting or meetings.
5. If the Ci ty so requests, Investment Banker wi 11 assi s t 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
establishing the interest rate or rates and discounts on the
bonds. It is intended tha t, once purchased by the Investment
Banker, the Bonds will be re-offered to the public on the
basis of an immediate IIbona fide public offeringll. Investment
Banker may form a group of investment banking firms for the
purpose of underwri ti ng and sell i ng the Bonds. Investment
Banker's earnings from such sale shall be its sole
compensation under this Agreement except as otherwise
speci fi ca 11 y se t forth herei n.
2. Investment Banker will submit an offer to the City to purchase
the bonds subject to pertinent resol utions, the Official
Statement, and all other necessary documents, approval s, and
proceedings governing such Bonds having been determined by
bond counse 1, the Ci ty, and the Underwri ter to be sa ti sfactory
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 termi na te thi s Agreement, then offer the Bonds for sale to
others.
7-10-89 EXHIBIT A
2
.
II. General Provisions Relating to the City and the Investment Banker:
A. The City agrees to cooperate with Investment Banker by making available
copi es of economi c and fi nanc i a 1 re por ts, agree men ts, con trac ts,
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 performan ce by Investment Ban ker of thei r
ob 1 i ga ti ons 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 Ci ty 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 pri nti ng the Bonds, the Offi ci a 1 Statement and other documents,
the fees and expenses of its 1 egal 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. Nothing herein
shall be construed to make the Underwri ter an employee or agent of the
City, Investment Banker 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 Investment Banker or
the term of thi s Agreement sha 11 be two (2) years from the da te hereof,
whichever is longer. This Agreement may be cancelled without cause by
ei ther party by gi vi ng the other party thi rty (30) days wri tten noti ce
of such cancellation. Said notice shall be sent to the party by
certified mail at the following address:
CITY OF SAN BERNARDINO
---
INVESTMENT BANKER
Roger G. Hardgrave
Director of Public Works/
Ci ty Engi neer
300 North II 0" Street
San Bernardino, CA 92418
BATEMAN EICHLER, HILL RICHARDS, INC.
700 South Flower Street
Los Angeles, CA 90017-4259
Attn: Ms. Pamela Newcomb
F. The City may terminate this Agreement if, after negotiations in good
faith, the City and Bateman Eichler, Hill Richards Inc. fail to agree on mutually
7-10-89
EXHIBIT A
3
.
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 B of this Agreement.
TH IS AGREEMENT shall not be amended except upon the express wri tten
agreement of the parties hereto to such amendment.
TH IS 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.
BATEMAN EICHLER, HILL RICHARDS, INC.
CITY OF SAN BERNARDINO
a minicipal corporation
BY (JJchadPJ11~
~ay r Pro Tempore
BY ~~tc-~~.
Pamel a Newcomb
First Vice President-Public Finance
ATTEST:
APPROVED AS TO FORM
and LEGAL CONTENT:
James F. Penman
Ci ty Attorney
~?//?/~A,b
Ci ty Cl erk
7-10-89
EXHIBIT A
4