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HomeMy WebLinkAbout1982-0084 , , San BernaKdino 60,009-29-1 RESOLUTION NO. 82-8 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, APPOINTING UNDERWRITERS AND BOND COUNSEL FOR SPECIAL ASSESSMENT PRO- CEEDINGS AND APPROVING CONTRACTS THEREWITH WHEREAS, this Mayor and Common Council propose to take proceedings pursuant to the Municipal Improvement Act of 1913 for the acquisition and construction of certain subdivision improvements, appurtenances and appurtenant works in that certain subdivision designated as "Tract No. 12034". NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the firms of Miller & Schroeder Municipals, Inc. and James Warren Beebe, A Law Corporation, are hereby appointed Underwriters and Bond Counsel, respec- tively, for such proceedings, in accordance with the terms of those certain agreements attached hereto and marked "Exhibits 1" and "Exhibit 211, respectively, which agreements are hereby approved and the Mayor is hereby authorized and 214.4 (ph) 12/28/81 San, Bernardino 60,009-29-1 directed to sign such agreements for and on behalf of the City, and the City Clerk is hereby authorized and directed to attest thereto. ADOPTED, SIGNED AND APPROVED this 7/A day of January , 19n' ATTEST: � �m �- 9 City Clerk of the City of San Bernardino 2 212.4(ph) 12/28/81 San Bernardino 60,009-29-1 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 day -of January , 1982, by the following vote, to wit: AYES: Councilmen Castaneda, Reilly, Hernandez Botts, Strickler NAYS: None ABSENT: Council Member Hobbs ABSTAIN: City Clerk The foregoing resolution is hereby approved this day of January Approved as to form: � 174 City Attorney gV 67 212.4(ph) 12/28/81 AGREEMENT FOR INVESTMENT BANKING SERVICES THIS AGREEMENT, made this si day o� 1982, by and between the City of San Bernardino, San Bernardino County, California, a city duly organized under the laws of the State of California (hereinafter called the "City"), party of the first part, and MILLER & SCHROEDER MUNICIPALS, INC., 505 Lomas Santa Fe Drive, Solana Beach, California, (hereinafter called the "Invest- ment Banker"), party of the second part: WITNESSETH: WHEREAS, the City proposes to initiate proceedings for the formation of its special assessment districts; and WHEREAS, the City requires assistance in the development of a sound, equitable and practical financing plan to implement these Projects 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, 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: Services to be Performed by the Investment Banker: The Investment Banker shall perform in a diligent manner the following services: 1. Assemble, review and analyze available financial and economic data and information which may have a general bearing on a program for financing any proposed project or projects. 2. Based on the foregoing analysis, prepare a general review and description of the proposed project or projects and outline the possible methods of financing such project(s), the advantages and disadvantages of each method as applied to a given project, the general legal and practical requirements or restrictions applicable to each method and their attendant costs. 3. Assist Bond Counsel with the preparation of necessary resolutions and other legal documents and make recommendations as to the exact terms and conditions under which bonds are to be issued and sold, including timing and method of sale, final amortization or repayment schedules, call and redemption features, provisions governing the issuance of additional bonds, covenants and other provisions. 4. Prepare the text and other material for an official statement or bond prospectus describing the improvements, the bonds, their security, and economic and financial information on the City. 5. Make every effort to obtain a bond rating for each proposed issue to the end that such bonds may be sold for the lowest possible cost. The Investment Banker shall inform Moody's Investors Service and Standard & Poor's Corporation of all information required by such agencies necessary in establishing such rating and make such trips and schedule such conferences 2 with such agencies as may be necessary to obtain the highest possible rating on the bonds. 6. If it is appropriate or desirable for any other public entity or agency thereof to participate in accomplishing the financing for any project or projects, the Investment Banker, in order to achieve maximum coordination of the proposed financing, shall also serve as the investment banker for such public entity or agency under the terms and conditions hereof. 7. 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 being considered. 8. Sale of Bonds; Compensation Unless the private sale of the City's obligations is prohibited by law, the City and the Investment Banker shall enter into a bond purchase agreement for the sale of the City's obligations to the Investment Banker bearing interest at rates and at such discount as may be mutually agreeable to the City and the 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 bond counsel with respect to the validity and tax-exempt status of such obligations. For issues of the City's obligations which are sold to the Investment Banker at private sale, the bond discount shall represent the Investment Banker's compensation and the City shall not be liable to the Investment Banker for any additional fees whatsoever. It is understood that the Investment Banker's compensation may be greater than the discount to the extent that market conditions allow the obligations to be resold at the price k] 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. 9. The Investment Banker shall, from the bond discount on obligations sold at private sale, bear all out-of-pocket costs and expenses, including, without limitation, travel, telephone, telegraph, stenographic work and the like, incurred by the Investment Banker in performing the Investment Banker's duties and obligations, unless the incurring of 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. 10. The term of this Agreement shall be five (5) years from the date hereof. 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. CITY OF SAN BERNARDINO ATTEST: MILLER & SCHROEDER MUNICIPALS, INC. (SEAL) By 4 San Bernardino 60,009-29-1 AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT, made and entered into as of the date of execution hereof, by and between the CITY OF SAN CALIFORNIA (hereinafter referred to as the "City"), and JAMES WARREN BEEBE, A Law Corporation, (hereinafter sometimes referred to as "Bond Counsel"); W I T N E S S E T H WHEREAS, proceedings are being taken by this Mayor and Common Council under the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code, and the issuance of improvement bonds under the Improvement Bond Act of 1915, Division 10 of said Code, for the acquisition and construction of certain subdivision improvements and appurtenant works in that subdivision designated as "Tract No. 12034" and it is desirable to employ Bond Counsel to prepare the proceedings and supervise the conduct of same in coordination with the City Staff and other experts involved, including, without limitation, Counsel for the Underwriters; and #212.4a(jsy) 12/28/81 San Bernardino 60,009-29-i WHEREAS, James Warren Beebe, A Law Corporation has performed Bond Counsel services for the City and its Redevelopment Agency in the past. NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the parties hereto agree as follows: Section 1. The City hereby employs Bond Counsel in connection with the taking of such proceedings and the issuance, sale and delivery of such bonds to finance such subdivision improvements (collectively referred to as the "Project"), and, without limitation, to perform such duties as are hereinafter more particularly set forth. Section 2. Bond Counsel shall be available at all reasonable times by telephone or at his office for consultation and advice regarding any problems in connection with the implementation of the Project, and shall supply and make available to the City his knowledge, experience and expertise in order that the Project can be successfully carried out. 2 #212.4a(jsy) 12/28/81 San Bernardino 60,005-29-1 Section 3. The Bond Counsel shall: (a) Advise and assist the City as to what is required in the preparation of the Engineer's Report, including the maps, diagrams, plans, specifications, assessment roll, cost estimate, and other materials incidental to or supportive of same; (b) Make such trips and schedule such conferences as may be necessary for the coordination of all efforts to carry forth the Project within the schedules established therefor; (c) Supply the City with any and all resolutions, notices, certificates, affidavits, schedules and other documents reasonably necessary to enable the City to carry out such proceedings and issue such bonds in a timely and lawful manner; (d) Attend such meetings with the City personnel, the developer of the property to be assessed, and the Underwriters, as may be reasonably necessary or required for the implementation of the Project; #212.4a(jsy) 12/28/81 3 San Bernardino 60,009-29-1 (e) Attend the meetings of the Mayor and Common Council of the City at which public hearings, bond sales or other actions of the Mayor and Common Council are to be taken;., (f) Review proceedings taken by the City under the California Environmental Quality Act ("CEQA" herein) of 1970, as amended, and advise the City Staff as to what is needed to cause the Project to be carried out in compliance with CEQA (except that the preparation of an Environmental Impact Report, if required, shall not be the responsibility of Bond Counsel); (g) In addition to the above, review and offer comment on documents prepared by others (in this category are such documents as minutes of meetings at which action is taken with respect to the Project, construction contracts, contracts employing architects, engineers or other consultants employed by the developer or the City and who are to be paid from bond funds, and performance, surety or fidelity bonds required by the proceedings); #212.4a(jsy) 12/28/81 M San Bernardino 60,009-29-1 (h) Supervise the printing of the bonds; coordinate the delivery thereof; provide an approving legal opinion at the time of delivery, said opinion to be in a form similar to that used in similar types . of financings and to include a provision stating substantially that, in the opinion of Bond Counsel, interest on the Bonds is exempt from federal income taxation; and prepare and supervise use of delivery documents including the documents mentioned in the foregoing paragraph, arbitrage certficate, signature and no litigation certificate, organizational and incumbency certificate, receipt for bonds, receipt for purchase price, and closing memorandum; (i) While the services described above are substantially complete as to all steps legally required for the issuance of the bonds, such services do not include the preparation or review of an official statement, offering circular or private placement memorandum pertaining to the resale or placement of the bonds by the purchasers thereof; and Bond Counsel shall participate in any "due deligence" proceeding to be certain that the legal documents are accurately described; and #212.4a(jsy) 12/28/81 5 San Bernardino 60,009-29-1 (j) The above services do not include litigation and should such services be requested, they would be performed and billed to the City on mutually satisfactory terms. Section 4. (a) For Bond Counsel services here- under Bond Counsel shall be paid a fee computed to be two percent (2%) of the first $400,000 of bonds issued, one percent (1%) of the next $600,000 of such bonds issued and 1/2 of 1% of the amount of such bonds in excess of $1,000,000. Such fee shall be payable at the time of delivery of the bonds; (b) The bond proceedings will be drafted so that the above fees will be paid from the proceeds of the bonds and not from other City funds. Should Bond Counsel be discharged prior to the issuance of the bonds, the fee for the work prior thereto will be a reasonable fee based on the time spent and shall be payable from the proceeds of the bonds at the time of delivery thereof. (c) In addition to the above fees, the Bond Counsel is to be reimbursed for out-of-pocket expenses that are customarily incurred by Bond Counsel relating to the coordination of scheduling and the like, such as #212.4a(jsy) 12/28/81 San Bernardino 60,009-29-1 long-distance telephone calls, telegrams, telecopying, duplicating, messenger service, and the like. Bond Counsel will bill the City for these expense items on a monthly basis and the same will be paid from fees paid by said developers to the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this :i� day of January , 1982. [SEAL) ATTEST: L/ 'gEauna City Clerk APPROVED AS TO FORM: CTTY OR qAM RFDMAVn TMn dw , / i/� Ralph If. Prince, City Attorney �y i(James Warren Beebe, ZA Law Corporation #212.4a(jsy) 12/28/81 7 San B©rnaxdino 60,009-29-1 The terms of the foregoing Agreement are approved and accepted. By President 0 Secretary 0 #212.4a(jsy) 12/28/81