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Home My WebLink About1987-5007 1 '~ 2 3 +,;, ...... .... , I' RESOLUTION NO. 5007 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREE- MENT FOR FINANCIAL CONSULTANT SERVICES WITH MILLER AND SCHROEDER MUNICIPALS, INC., FOR THE FINANCING OF CENTRAL CITY NORTH, TAX ALLOCATION BONDS, ISSUE OF 1987. 4 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF 51 THE CITY OF SAN BERNARDINO AS FOLLOWS: I 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 financing of the Central City North, Tax A11oca- 12 tion Bonds, Issue of 1987, 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 27 28 Approved as to form: jJlt:'A/C Y Cow,;U 5'"E v ,.~~~". ~'Asst. City Att~ AYES: Members Estrada, Reilly, Flores, Maudsley, Quiel, Frazier, Strickler. NAYS: None. ABSENT OR ABSTAIN: None. /1 L CONTRACT EMPLOYING FINANCIAL CONSULTANT I:) '- THIS AGREEMENT, made this day of , 1987, by and between the Redevelopment Agency of the City of San Bernardino, San Bernardino, California, an Agency duly organized under the laws of the State of California (hereinafter called the "Agency"), and MILLER & SCHROEDER FINANCIAL, INC., 505 Lomas Santa Fe Drive, Solana Beach, California (hereinafter called the "Consultant"): WITNESSETH: WHEREAS, the Agency has heretofore initiated its Central City North Redevelopment Project within the City; 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, after due investigation and deliberation, has determined that the Consultant 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 Consultant and the Consultant 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 Consultant: The Consultant shall perform in a diligent manner the following services: 1. When the Agency has approved a specific project or projects for implementation, the estimated costs and method of financing of which have been sufficiently well established to permit the preparation of a final financing plan, the Consultant shall, at the direction of the Agency, prepare such plan containing, in addition to other information, the following: A. A description of including the purpose, information. the project or projects benefits, estimated costs and their subareas, and other pertinent B. Details relating to the proposed method of financing, including tentative bond amortization schedules, call features, sources and amounts of funds to be used in amortizing the costs and other related data. C. Illustrations and examples of the financial effects of the financing program on typical property owners, taxpayers or benef iciaries of the specific program. ~ D. Recommendations as to further procedures. ......... Attachment 4 L 2. If bonds or other evidences of indebtedness to finance all or part of the costs of the proposed improvements is authorized to be issued by a building authority, parking authority, City or Agency, or other authority, the Consultant shall: '1>\......' A. Make recommendations as to 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 and other details. B. Assist bond counsel in drafting the necessary resolution of issuance and notice of sale. 3. Upon approval by the Agency of final financing details and upon direction by the Agency to do so, prepare the text and other material for an official statement or bond prospectus describing the improvements, the bonds, their security, and the economic and financial background of the City. 4. Arrange for printing and distribution of the official statement and other related material to a comprehensive list of prospective bond bidders. 5. Make such trips, and schedule such conferences, in financial centers throughout the United States as are necessary or proper to generate maximum interest in, and acceptance of, the proposed bonds, notes or obligations amount both underwriters and ultimate investors. The Consultant shall distribute copies of the official statement of pertinent documentation to bond underwriters and interested ultimate investors located in the aforesaid financial centers. ,~ 6. Take such other steps as appear advisable competitive bidding for the bonds. to encourage strong '- 7. If non-profit corporation financing is to be included in the financing program, the Consultant shall recommend: A. The timing and procedures to be used in: (i) forming a non-profit corporation, (ii) obtaining the necessary Internal Revenue Service ruling as to tax exemption of the securities to be issued, (iii) complying with the Securities and Exchange Commission regulations if a public sale of securities proves to be desirable, (iv) sale of securities and deposit of proceeds with the Trustee, and (v) disbursement and applications of funds. B. Specific terms governing the issuance of the bonds of the non-profit corporation, including the amount of the issue, a debt retirement schedule, call and redemption features, denominations application of bond proceeds and rental agreements. In recommending the amount of bonds to be issued, the Consultant shall use its best efforts to keep incidental costs, such as interest during construction, reserve funds and other charges, to a minimum in order to avoid overcapitalization. .!"""" '- 8. The Consultant 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 desired or requested and consult with the Agency as to the financial aspects of any specific project then being considered. Payment for Services: ,-;,*" 9. For the services to be performed hereunder, the Agency agrees to pay the Consultant an amount based upon the following schedule: - First $3.0 million principal amount Three Million to and including $15.0 million Amounts exceeding $15.0 million Maximum of $25,000 (minimum); .50 percent; and .33 percent; $100,000. For purposes of computing such compensation, the principal shall be cumulative only if two or more series of obligations are to be sold simultaneously. Such sums shall become payable only upon delivery by the Agency (or the legal entity or erttities issuing such bonds, notes or obligations) of such bonds. The Agency shall not other wise be liable to the Consultant for any other sums except as set forth in this Agreement. Other Considerations: 10. The Consultant is employed hereunder to render professional services as a municipal financing consultant and any payments made to it are compensatiort solely for such service and advice. The Consul tant shall bear all out-of-pocket costs and expenses, including without limitation, travel, telephone, telegraph, stenographic work. and the like, incurred by the Consultant in performing the Consultant's duties and obligations, unless the incurring of such costs and expenses is specifically authorized in writing by the Agency. The Consultant is not responsible for and shall not be held liable for any other expense or expenditure in connection with the financing ~ program. '- A. The Agency or the legal entity or entities issuing bonds, notes or obligations shall bear the cost of printing, mailing and distributing any official statement, any notice of sale, any printing of documents and securities, publication, bond counsel fees and rating fees. 11. The Agency hereby agrees that the Consultant may bid on the Agency's obligations if such obligations are sold at public sale. In the event that the Consultant is the successful bidder at such public sale, the Consultant's fee for services performed hereunder shall not be waived. 12. The Agency agrees that its officials and employees will be requested and directed to cooperate with and assist representatives of the Consultant to the end that the Consultant may secure all information and data required to perform the services herein provided. 13. The term of this Agreement shall be five (5) 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 Consul tant, party of the second part, has caused these presents to be executed by one of its officers, as of the date hereinabove set forth. - '- '--"\ - ~ ~'""' ......... c REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ATTEST: By Secretary MILLER & SCHROEDER FINANCIAL, INC. By APPROVED AS TO LEGAL FORM AND ADEQUACY: f!j~:l~Z:~ .J, . k Ul tt,.t;(it:ttz:1AViV j ,~