HomeMy WebLinkAbout1987-077
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RESOLUTION NO. 87-77
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT FOR INVESTMENT BANKING SERVICES WITH
MILLER AND SCHROEDER MUNICIPALS, INC., FOR THE REFUNDING OF THE
CERTIFICATES OF PARTICIPATION, SOUTH VALLE PUBLIC IMPROVEMENTS.
BE ,IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
6 SECTION 1. The Mayor of the City of San Bernardino is
7 hereby authorized and directed to execute for and on behalf of
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8 said City an Agreement for investment banking services with
9 Miller and Schroeder Municipals, Inc., for the refunding of the
10 Certificates of Participation relating to the South Valle Public
11 Improvements, a copy of which Agreement is attached hereto as
12 Exhibit "A" and incorporated herein by this reference as though
13 fully set forth at length.
14 I HEREBY CERTIFY that the foregoing resolution was duly
15 adopted by the Mayor and Common Council of the City of San
16 Bernardino at a D nl1jnllrnpl1 re.gul nrmeeting thereof, held on the
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, 1987, by the following vote, to
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AYES:
Council Members F.~~rnl1n Rp.;llYr Flnrp.Rr
Mnlll1c;lp.y Qll;pl J S~r;rklp.r
NAY S :
Nnnp.
ABSENT:
rnllnril Mpmhpr Frn7.ip.r
of
~D?A9~~
./ City Clerk
The foregoing resolution is hereby approved this ~S+h day
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Mnrrn , 1987. ~? /1/'" /'~f
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Mayor of the City of San Bernardino
I Approved as to form:
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~IAJ.. City Attorney - -
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AGREEMENT FOR INVESTMENT BANKING SERVICES
TIllS AGREEMENT, made this day of , 1987, by and
between the City of San Bernardino, California, (hereinafter called the
"City"), party of the first part, and MILLER' SCHROEDER FINANCIAL, INC., 505
Lomas Santa Fe Drive, Solana Beach, California, (hereinafter called . the
"Investment Banker"), party of the second part:
WITNESSETH:
WHEREAS, the City may initiate proceedings for a Refunding Certificates of
Participation (South Valle Public Improvements Project); 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 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 public finance investment
banker experienced in underwriting to assist in financial planning, to
.purchase the City's obligations at negotiated sale, and to coordinate the sale
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~ 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;
BOW, tHEREFORE, it is mutually agreed as follows, to wit:
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:
Attachment 3
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Services to be Performed by the Investment Banker:
The Investment Banker shall perform in a diligent manner the ~ollowing
services:
1. Assemble, review, and analyze available financial and economic data
and information that may have a general bearing on a program for financing the
Project.
2. 'Based on the foregoing analysis, prepare a general review and
description of the Project and outline the possible methods of financing such
Project,. the. advantages and disadv:antages of each method as applied to the
Project, the general legal and practical requirements or restrictions
applicable to each method and their attendant costs.
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3. Assist Special Counsel with, the preparation of necessary resolutions
and other legal documents and make recommendations as to the exact terms and
conditions under which certificates are to be sold, including timing and
method of sale, final amortization or repayment schedules, call and redemption
features, provisions governing the issuance of additional certificates.
covenants, and other provisions in order to secure the best possible rating on
the certificates. ~
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4. Prepare the text and other material f~r an Official Statement or
certificates prospectus describing 'the improvements. the certificates. their
security, and economic and financial information on the City.
s. Take such steps as are necessary to achieve the City's objectives and
protect its interests in. this refunding including recommendations designed to
reduce costs and interest rates to the lowest" level consistent with other
financial and legal requirements.
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6. The Investment Banker shall be available at reasonable times by
telephone or at the offices of the City to discuss on a continuing basis the
results of studies and analyses and generate such additional information as
described or requested and consult with the City as to the financial aspects
of any specific project then b~ing considered.
7. Sale of .Certificates; Compensation
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Unless the private sale of the City's obligations is prohibited by law.
the City and the Investment Banker shall enter into a purchase agreement for
the aale of the obligations to the Investment Banker bearing interest at rates
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and at such discount as_y be mutually agreeable to the City and t~e
Investment Banker. The purchase of such obligations shall be subject to the
standard and customary conditions of obligations of a similar nature including
an unqualified legal opinion of nationally recognized special counsel with
respect to the validity and tax-exempt status of such obligations.
For issues of the City's obligations that are sold to the Investment
Banker at private sale, the underwriter's discount shall represent the
Investment Banker's compensation and neither the City nor the City shall be
liable to the Investment Banker for any additional fees whatsoever.
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It is understood that the Investment Banker's compensation may be greater
than the discount to the extent that market con4itions allow the obligations
to be resold at the price in excess of their par value. The reasonable
expectation of such premium, if any, may be taken into account in determining
the interest rate or rates and discount on the obligations.
8. In accordance with the terms and condit'lons of the Purchase Contract,
the Investment Banker shall. from the discount bear all sales. management.
underwriting. and out-of-pocket costs and expenses. including, without
limitation. travel. telephone. telegraph, stenographic work and the like,
incurred by the Investment ~anker in performing the Invest~nt Banker's duties
and obligations. unless tbe incurring o~ such costs and expenses is
specifically authorized in writing by the City. The Investment Banker is not
responsible for. and shall not be held liable for any other expense or
expenditure in connection with the financing program.
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9. the term of this Agreement shall be two (2) years from the date
hereof, but may be cancelled without cause by either party by giving.~he other
party thirty (30) days written notice of such cancellation.
IN WITNESS WHEREOF. said City, party of the first part. has caused these
presents to be properly executed, and said Investment Banker, party of the
second part, has caused these presents to be executed by one of its officers.
as of the date hereinabove set forth.
ArrEST:
THE CITY. OF SAN BERNARDINO
By
Secretary
MILLER & SCBROED~R FINANCIAL. INC.
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(SEAL)
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By
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