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HomeMy WebLinkAbout21-Public Works . '-CITY OF SAN BEhNARDINO-l- MEMORANDUNI To RAYMOND D. SCHWEITZER City Administrator AD983, Central City South. From ROGER HARDGRAVE, Dir. of Pub.Wks/City Engr. December 11, 1987 Fi le No.14.40-46 Subject Date Approved Date ~r? Reference our Staff Report for the Agenda item relative to a Resolution Approving Certain Proposals and Agreements for Bond Counsel and Investment Banker for Assessment District 983, Central City South. The costs involved for payment of the Investment Banker is covered in paragraph 8 of their Agreement. However, based on a Bond Issue of a p pro x i mate 1 y $ 8,000,000 wit hap 0 s sib 1 e disc 0 u n t rate 0 f 7 - 8 %, Mill e r and Schroeder could receive approximately $560,000.00 as their Consultant fee and for buying the Bonds. That could be lower or higher depending upon the market conditions and interest rates in effect at the time the discount rate is established. If the District does not proceed, then they would receive nothing for their efforts. This firm was recommended by the Redevelopment Agency (Developer) along with Brown & Diven as they have been involved with the project for some time and are aware of all of its peculiarities. When a particular outside team of Bond Counsel, Financial Consultant and/or Assessment Engineer have been recommended by a Developer because of their prior involvement with a project and if the City has worked with the firms involved in the past and have obtained good results, we recommend to the Council that we continue with the team rather than bring someone on board who has had no involvement with the proposed project. We have done this in the past and we are recommending that this be done on this project also. We strive not to get ourselves locked in to any particular firm for provision of these types of services and you will note that we also have placed on the Agenda a similar item involving the firms of Best, Best & Krieger and Stone & Youngberg to provide their respective services on Assessment District 985, Industrial Parkway Improvement District. When a project Developer has not had any particular team working on his project, or if we are not experienced with the firm, we continue with our normal procedure of sending "Requests For Proposals" and interviewing the respective firms to chose he best qualified to do the job. Works/City Engineer VN:vn J 1 .- ..)W ~iA""L'1'f! ~';~~5 , .....1 - - - - - - - - 'Iool,,,,-, " '..J 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO APPRDVING CERTAIN PROPOSALS AND AGREEMENTS (BOND COUNSEL AND INVESTnENT 3 BANKER) 4 WHEREAS, the City of San Bernardino (hereinafter called 5 "City"), has been requested to commence study of the 6 feasibility of issuing bonds pursuant to the Improvement Bond 7 Act of 1915 for the construction of all offsite improvements in 8 the Central City South Area (Assessment District No. 983); and 9 WHEREAS, BROWN & DIVEN, ("Bond Counsel"), has submitted 10 a proposal to serve as Bond Counsel to the City in connection 11 with the proceedings under the Municipal Improvement Act of 12 1913 and issuance of said 1915 Act Bonds; and 13 WHEREAS, it is desirable for Bond Counsel and the City 14 to enter into an agreement whereby the respective rights, 15 obligations and duties of Bond Counsel and the City may be set 16 forth with respect thereto; and 17 WHEREAS, MILLER & SCHROEDER FINANCIAL, INC. (the 18 "Investment Banker"), has submitted a proposal to act as an 19 Investment Banker and assist the City and the City Staff in 20 determining the financial feasibility of issuing bonds of the 21 City and to select appropriate methods of financing Assessment 22 District No. 983; and 23 WHEREAS, it is desirable for the Investment Banker and 24 the City to enter into an agreement whereby the respective 25 rights, obligations and duties of the Investment Banker and the 26 City may be set forth with respect thereto. 27 28 10-20-87 - - - - - - -- C' /'" "- " , .-../' -....I 1 NOW, THEREFORE, BE IT RESOLVED BY THE ~lAYOR AND COMMON 2 COUNCIL OF THE CITY OF SAN BERNARDINO THAT: 3 SECTION 1. The Ci ty hereby approves the agreements as 4 attached hereto as Exhibits "A" and "B" of the Bond Counsel and 5 Investment Banker, respectively, and incorporated herein by 6 reference and made a part hereof as though fully set forth at 7 length herein. 8 SECTION 2. That the Mayor of the City of San 9 Bernardino is hereby authorized and directed to execute on 10 behalf of said City said agreements with the Bond Counsel and 11 Investment Banker. 12 SECTION 3. The source of payment with respect to said 13 agreements as herein approved and the financial obligations of 14 the City relative thereto shall be solely from the sale of the 15 tax-exempt bonds or other obligations of the City as provided 16 in said agreements and not from any other funds or moneys of 17 the City. 18 SECT ION 4. Thi s Resol ution shall take effect upon 19 adoption. 20 21 22 23 24 25 26 27 * * * * * * * * * 28 0-20-B7 2 I _ _ , , \.., ....... - 1 I HEREBY CERTIFY that the foregoing resolution was duly 2 adopted by the Mayor and Common Council of the City of San 3 Bernardino at a meeting thereof, held 4 on the day of , 1987, by the 5 f 0 11 0 win g vote, to wit: 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 AYES: Counci 1 Members NAYS: ABSENT: Ci ty Clerk The foregoing resolution is hereby approved this day of , 1987. Mayor of the CIty of San Bernardino 23 Approved as to form and legal content: 24 /\ , 25 26 27 28 0-20-87 3 - - - - . L " , '-' '-" j SPECIAL COUNSEL AGREEMENT THIS AGREEMENT is made and entered into this day of , 1987 by and between the CITY OF SAN BERNARDINO, CALIFORNIA, a public corporation (hereinafter referred to as "City"), and BROWN & DIVEN, (hereinafter referred to as "Counsel"). NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties here- to as follows: SECTION 1. This Agreement shall be for a term of two (2) years from the date hereof. SECTION 2. That Counsel shall perform legal services in connection with the proposed assessment proceedings and bond issuance in the matter of a proposed special assessment district known and designated as CENTRAL CITY SOUTH ASSESSMENT DISTRICT (MILL AND "G" STREET) (hereinafter referred to as the "Assessment District") under pro- ceedings conducted pursuant to the provisions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California. Said Services shall include: A. Review of the dedication and acquisition of the streets and easements and other property in which work is proposed to be performed; B. Examination of the plans and specifications for the proposed work, the boundary map and assessment dia- gram of the Assessment District, the assessment roll and bonds, and the giving of instructions and advice in connection with the foregoing; C. Recommendations as to procedure, schedules and actions that should be conducted and taken; D. Preparation of all resolutions, notices, contracts, bond forms, and other papers and documents required in the proceedings; E. Examination of the proceedings, step by step, as taken; F. Appear at all hearings under the proceedings, and attend any meeting where attendance is requested; G. Make recommendations as to sale of bonds, if desired; H. Perform legal services, if required, pursuant to the provisions of the "Special Assessment Investigation, Limitation and Majority Protest Act of 1931", being Division 4 of the Streets and Highways Code of the State of California; Exhibit "A" - - - -- - . L '-' '".,.$..... 1. Issuance of an to the validity of the bonds. approving legal opinion attesting of the proceedings and the issuance Such legal services shall not include any services in connection with the acquisition, by easement or condemna- tion, of any easements or other interest in real property necessary for the proposed improvements. These services can be provided by Counsel, by separate agreement, if de- sired. SECTION 3. That the City shall perform as follows: A. Furnish to Counsel such maps, records, title searches, and other documents and proceedings, or certified copies thereof, as are available and maybe reason- ably required by Counsel in the performance of the services hereunder; B. Pay to Counsel a fee computed on the confirmed assess- ment as follows: ONE PERCENT (1%) on the first $1,500,000; ONE-HALF PERCENT (1/2%) from $1,500,001 to $7,500,000; ONE-QUARTER PERCENT (1/4%) from $7,500,001 to $15,000,000; ONE-EIGHTH PERCENT (1/8%) on the balance thereof. C. Payment of the above-referenced fee shall be as follows: All due and payable upon receipt of money from the sale and delivery of bonds to the successful under- writer. SECTION 4. Counsel hereby states that it does not represent clients with adverse interests as it relates to the issuance and sale of the bonds for financing this Assessment District. SECTION 5. That this Agreement may be terminated by either party hereto by mailing ten (10) days' prior written notice thereof to the other party involved by certified mail to the following address: CITY OF SAN BERNARDINO BROWN & DIVEN 300 North "0" Street San Bernardino, California 92418 p.J. Box b025, Fairbanks Ranch Plaza Rancho Santa Fe, California 92067 Exhibit "A" - - . C' ,r""",, " ~ ~ SECTION 6. This Agreement may not be amended except upon the ex- press written agreement of the parties hereto. SECTION 7. This Agreement and any documents or instruments attached hereto or referred to herein integrate allterms 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, the parties hereto have caused this agreement to be executed on the day and year first hereinabove written. "CITY" CITY OF SAN BERNARDINO MAYOR CITY OF SAN BERNARDINO STATE OF CALIFORNIA ATTEST: CITY CLERK CITY OF SAN BERNARDINO STATE OF CALIFORNIA APPROVED AS TO FORM and legal content: "COUNSEL" BROWN & D //-/ I. -- --- ('\ 0 g,>-1.t~ t Attorney By: I F. - Exhibit "A" - - - - - - ,r"__ /"',,", \...... v ....../ AGREEMENT FOR INVESTMENT BANKING SERVICES THIS 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 proposes to initiate proceedings for Assess- ment District No. 983 (Central City South) (the "Project"); and WHEREAS, the City requires assistance in the development of a sound, equitable and practical financing plan to implement the Pro- ject 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 invest- ment 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 co- ordinate 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; Exhibit "B" '"- '-' "".~'" NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Investment Banker and the Invest- ment 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 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 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 in order to secure the best possible rating on the bonds. 4. Prepare the text and other material for an Official State- ment or bond prospectus describing the improvements, the bonds; their security, and economic and financial information on the City. Exhibi t "B" L , " .I ,,-~ 5. If it is appropriate or desirable for any other public entity or agency thereof to participate in accomplishing the financing for the Project, the Investment Banker, in order to achieve maximum coordination of the proposed financing, shall, upon receipt of the approval of such other public entity or agency, also serve as the investment banker for such public entity or agency under the terms and conditions hereof. 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 analysis 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. 7. Sale of Bonds: Compensation Unless the private sale of the City's obligations is prohibited by law, the City and 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 counsel with respect to the validity and tax- exempt status of such obligations. City has entered into a contract with the law firm of Brown & Diven as bond counsel for the project. That firm is hereby accepted as "counsel" for Exhibit "B" . C.. 1'..."" Y ,/'..""\ --) purpose of this provision for so long as the Agreement between City and Brown & Diven shall remain in effect. It is understood that the Investment Banker's compensation may be greater that the discount to the extent that market conditions allow the obligations to be resold at the price in excess of their par value. The reasonable expectation of such premium, if any, shall be taken into account in determining the interest rate or rates and discount on the obligations. Investment Banker hereby specifically agrees to use its best good faith efforts in establishing the interest rate or rates and discount on the obligations. 8. In accordance with the terms and conditions of the Bond Purchase Contract, the Investment Banker shall, from the bond 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 Banker in performing the Investment Banker's duties and obligations, unless the City specifically agrees in writing to the payment of such costs. 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. 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 the other party thirty (30) days written notice of such cancellation. Said notice to be sent certified mail to the following address: CITY OF SAN BERNARDINO MILLER & SCHROEDER 300 North "D" Street San Bernardino, CA 92418 505 Lomas Santa Fe Drive Solana Beach, CA Exhibit "B" - - - - - I ...."... 1'" '" "-, '-' 10. This Agreement shall not be amended except upon the express written Agreement of the parties hereto to such amendment. 11. This Agreement and any documents or instruments attached hereto or referred to herein integrate or terms and conditions mentioned herein or incidental hereto, and supercede all negotia- tions and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions or pro- visions of this Agreement, and any such document or instrument, the terms and conditions of this Agreement shall prevail. 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. ATTEST: THE CITY OF SAN BERNARDINO By Secretary (SEAL) Approved as to form and legal content: Exhibit "B" ~-- - -- - - ".- . r" '\ ,', ~~I ~t ~ f J . . ---- l!.~ @ -,. .... . I . :., 1. ~"_i_'~+..-: ;. ..' .... l' , ." ... . ,. I II ,~,_ ." ~ ..~'....: @ ~":'J l" ~ ___. '_ : ~. i "j I .- ~r".." -=~~ I ""... ~ J ~? . . d ". 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