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HomeMy WebLinkAbout1987-5006 ....... "- ,- 27 '-. II RESOLUTION NO. 5006 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE 2 CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREE- MENT FOR INVESTMENT BANKING SERVICES WITH MILLER AND SCHROEDER 3 MUNICIPALS, INC., FOR THE REFUNDING OF SOUTHEAST INDUSTRIAL PARK, TAX ALLOCATION BONDS, ISSUE OF 1983. 4 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF 5, THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Chairman of the Community Development Com- 7 mission of the City of San Bernardino is hereby authorized and 8 directed to execute for and on behalf of the Redevelopment 9 Agency of the City of San Bernardino an Agreement for invest- 10 ment banking services with Miller and Schroeder Municipals, 11 Inc., for the refunding of the Southeast Industrial Park, Tax 12 Allocation Bonds, Issue of 1983, a copy of which Agreement is 13 attached hereto as Exhibit "A" and incorporated herein by this 14 reference as though fully set forth at length. 15 16 17 18 19 20 21 22 23 24 25 26 Approved as to form: ,It? IflV L 1 {J (J it iii ~l.-Z-- t~: ~<<~ S . Assto City At ney AYES: Members Estrada, Reilly, Flores, Maudsley, Quiel, Frazier, Strickler. NAYS: None. ABSENT OR ABSTAIN: None. 28 B AGREEMENT FOR INVESTMENT BANKING SERVICES ~ THIS AGREEMENT. made this _ day of . 1987. by and between the Redevelopment Agency of the City of San Bernardino. California. (hereinafter called the "Agency"). 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 Agency may initiate proceedings for a refunding of bonds issued for its Southeast Industrial Redevelopment Project Area (the "Project"); and WHEREAS, the Agency 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 Agency requires the services of a public finance investment banker experienced in financial consulting and underwriting to assist in financial planning. to purchase the Agency's obligations at negotiated sale, and to coordinate the sale and distribution of the Agency's obligations; and WHEREAS, the Agency 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 Agency 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: - r: "-' 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 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 disadvantages of each method as applied to the Project, the general legal and practical requirements or restrictions applicable to each method and their attendant costs. c 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 Statement or bond prospectus describing the improvements, the bonds, their security, and economic and financial information on the Agency and the City. 5. Take such steps as are necessary to achieve the Agency'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. ,.' 1 c ~~ 6. The Investment Banker shall be available at reasonable times by telephone or at the offices of the Agency to discuss on a continuing basis the results of studies and analyses and generate such additional information as ~escribed or requested and consult with the Agency as to the financial aspects of any specific project then being considered. "- 7. Sale of Bonds; Compensation Unless the private sale of the Agency's obligations is prohibited by law, the Agency and the Investment Banker shall enter into a bond purchase agreement for the sale of the obligations to the Investment Banker bearing interest at rates and at such discount as may be mutually agreeable to the Agency 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 Agency's obligations that are sold to the Inves tment f'- Banker at private sale, the bond discount shall represent the Investment '-- Banker's compensation and neither the Agency nor the Agency shall 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 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 conditions of the Bond Purchase Contract, the Investment Banker shall, from the ~ond 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 incurring of such costs and expenses is specifically authorized in writing by the Agency. The Investment Banker is C not responsible for and shall not be held liable for any other expense or expenditure in connection with the financing program. 2 .. . .......1!1<. 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. <<- IN WITNESS WHEREOF, said Agency, 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 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By ~ Secretary '- MILLER & SCHROEDER FINANCIAL, INC. (SEAL) By 3 ;.,~ ~< -