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HomeMy WebLinkAbout16-Community Development ; ..t ,'C CITY OF ~N BBRI6:RDINO - RBQUBST .:n. COUNCIL ACTION From: Kenneth J. Henderson, Director Dept: community Development Dfte: December 29, 1988 Subject: UNDERWRITER SERVICES FOR CITY/HOUSING AUTHORITY/SAN BERNARDINO HOSPITAL SENIOR HOUSING COMPLEX Synopsis of Previous Council action: On November 17, 1986, the Mayor and Common Council approved in concept the development of a fifty (50) unit senior housing complex by city, the Housing Authority and San Bernardino Community Hospital. On June 20, 1988, the Mayor and Common Council received and filed status report and directed staff to prepare a detailed financing plan. On August 1, 1988, the Mayor and .Common Council authorized the issuance of a Requests for Proposals (RFP) for bond underwriter/financial advisor services for issuance of bonds not to exceed 2.0 million dollars to assist with the financing of a fifty (50) unit ~enior housing complex at the corner of 17th and Flores Streets. Racommended motion: Adopt Resolution i 1 ! , \ i Contact person: Ken Henderson/Maurice Oliva Phone: 5065 Supporting data attached: Staff Report Ward: 6 FUNDING REQUIREMENTS: Amount: N/A Source: (Acct. No.! N/A (Acct. DescriDtion) N/A Finance: Council Notes: A ........_......... 1...._ ~I_ /h . J c """\ --.I SYNOPSIS OF PREVIOUS COUNCIL ACTION (continued...) On December 19, 1988, the Mayor and Common Council approved the selection of Erlich Bober and company, Inc., as the underwriter for city/Housing Authority/San Bernardino community Hospital Senior Housing Complex. 12/29/88 , 4 CITY OF SAN _RN~DINO - ReQUEST F~ COUNCIL ACTION STAFF REPORT In November, 1986, the Mayor and Common Council approved in concept the development of a fifty (50) unit senior citizen apartment complex in conjunction with the Housing Authority of the county of San Bernardino and the San Bernardino Community Hospital. Subsequently on June 20, 1988, the Mayor and Common Council received and filed a status report and directed staff to prepare a detailed financing plan. On the same date, representatives of Mudge Rose Guthrie Alexander and Ferndon were introduced to represent the City of San Bernardino for the issuance of a bond to pay the city's share of the proposed 3.0 million dollar project. On August 1, 1988, the Mayor and Common Council authorized the issuance of a Request for Proposals (RFP) for bond underwriter services for issuance of a bond not to exceed 2.0 million dollars. The City will use said bond to finance its share of the proposed 3.0 million dollar project. On December 19, 1988, the Mayor and Common Council approved the selection of Erlich Bober and Company, Inc., as underwriter for the City/Housing Authority/San Bernardino Hospital Senior Housing Complex and directed the City Attorney to prepare the appropriate documents for approval by the Mayor and Common Council on January 3, 1989. Due to the abbreviated work weeks during the holidays, staff was unable to meet said deadline. I recommend that the Mayor and Common Council adopt the attached resolution authorizing the Mayor to execute the attached agreement between the city and Erlich Bober and Company, Inc. Development I<JH/MLO/lab/2085 attachments 12/29/88 , r -- ~ ~ 1 RESOLUTION NO. 2. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF THE AGREEMENT FOR UNDERWRITING SERVICES WIT~ EHRLICH 3 BOBER & CO., INC., INITIATING PROCEEDINGS FOR DEVELOPMENT OF A FIFTY (50) UNIT SENIOR CITIZEN HOUSING PROJECT IN THE CITY OF SAN 4 BERNARDINO. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 The Mayor is hereby authorized to enter into and execute on 8 behalf of the City of San Bernardino the Agreement for 9 Underwri ting Services attached hereto marked Exhibit" A" and 10 incorporated herein by this reference, to initiate proceedings 11 for development of a fifty (50) unit senior citizen housing 12 project in the City of San Bernardino. 13 I HEREBY CERTIFY that the foregoing resolution was duly 14 adopted by the Mayor and Common Council of the City of San 15 Bernardino, at a meeting held on the day 16 of ,19 ,by the following vote, to wit: 17 18 19 20 21 22 23 AYES: Council Members NAYS: ABSENT: City Clerk 24 25 26 27 28 JFW:ss January 6, 1989 1 , ..--'"" '-" -" 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXEUCTION OF THE AGREEMENT FOR UNDERWRITING SERVICES WITH EHRLICH 2 BOBER & CO., INC., INITIATING PROCEEDINGS FOR DEVELOPMENT OF A FIFTY (50) UNIT SENIOR CITIZEN HOUSING PROJECT IN THE CITY OF SAN 3 BERNARDINO. 10 11 12 13 14 15 16 17 4 5 The foregoing resolution is hereby approved this 6 day of 7 8 9 Approved as to form and legal content: , 19_ Evlyn Wilcox, Mayor City of San Bernardino JAME~NMAN' City .ttorney By:J--~ 18 19 20 21 22 23 24 25 26 27 28 JFW:ss January 6, 1989 2 - --- :) AGREEMENT FOR UNDERWRITING SERVICES THIS AGREEMENT, made this __________day of 19 , by and between the City of San Bernardino, . California (hereinafter called the "City"), and EHRLICH BOBER & CO., INC. (hereinafter called the "Underwriter"): WITNESSETH: WHEREAS, the City proposes to initiate proceedings for development of a fifty (50) unit senior citizen housing project in the City of San Bernardino; 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 those matters set forth in the "Suggested Scope of Services" attached and labeled Attachment "1" to the "Request for Proposals for Financial Advisory and/or Underwriting Services" bearing date of 7-21-88, a copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof; and, WHEREAS, the City requires the services of a professional underwriter experienced in financial consulting for and underwriting the obligations of cities to assist in such financial planning and to coordinate the sale and distribution of the City's obligations; and, WHEREAS, the Underwriter asserts that it is qualified by training and experience to perform said services; / / / JFW/dys January 6, 1989 1 . - ....... '"",, ~ NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Underwriter and the Underwriter hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth: I. Scope of Services to be performed by the Underwriter. A. Structuring the Financing: 1. Underwriter will work with City in ~eveloping the scope of the financial feasibility and assessing the marketability of the project. 2. Underwriter will work with the City's bond counsel recommending specific terms and conditions affecting the basic security of the Bonds. 3. Underwriter will prepare the text of an Official Statement for sale of the securities.. Said Official Statement will include a description of the Bonds and their security, and pertinent financial and economic data. In preparation of the Official Statements, underwriter will exercise due diligence in the ascertainment of all material facts and circumstances regarding the project and their disclosure in the prospectus. 4. Underwriter will be present at any necessary information meeting or meetings. 5. If the City so requests, Underwriter will assist in arranging the selection of a paying agent. 6. Other services are as set forth in Section 6 of Underwriter's "Proposal for Underwriting JFW/dys January 6, 1989 2 - - '-' - -...; Services.." dated September 9, 1988, a copy of which is attached hereto as Exhibit "B" and by this reference made a part hereof. B. Marketing the Bonds. 1. The Underwriters' earnings from the discounting and sale of the bonds shall be its sole compensation under this agreement, except as otherwise specifically set forth herein. The Underwriter's discount is contingent upon the bond sale. 2. Underwriter will submit an offer to the City to purchase the bonds subject to pertinent resolutions, the Official Statement, and all other necessary documents, approvals, and proceedings governing such Bonds having been determined by bond counsel, the City, and the Underwriter to be satisfactory in all respects for financing purposes. If after negotiations with Underwriter, in good faith, the City and Underwriter fail to agree on terms of sale of the Bonds, the City may terminate this agreement, then offer the bonds for sale to others. II. General Provisions Relating to the City and the Investment Banker: A. The City agrees to cooperate with Underwriter by making available copies of economic and financial reports, agreements, contracts, resolutions, and other relevant documents pertaining to the project, the City or the Bonds as reasonably may be required from time to time for prompt and efficient performance by Underwriter of their obligations hereunder. B. Underwriter shall pay its own out-Of-pocket and other expenses, the cost of the preparation of the Official Statement, Underwriter's Counsel, Blue Sky and Investment Memoranda used by the Underwriter. JFW/dys January 6, 1989 3 , ,....., -- --' C. The City shall pay from the proceeds of the Bonds or other funds of the City all costs and expenses customarily paid therefrom, including the cost of printing the Bonds, the Official Statement and other documents, the fees and expenses of its legal counsel, bond counsel, consultants, accountants, and of any other experts retained by the City in connection with the financing. Such expenses may inClude those costs set forth in the "Costs of Issuance", a copy of which is attached hereto as Exhibit "CO and by this reference made a part hereof as though fully set out at this point. The parties hereby acknowledge that the specific fees set forth therein are estimates only. D. It is expressly understood and agreed and the City hereby recognizes that in performing its activities pursuant to a negotiated sale that Underwriter is acting solely on its own behalf and plans to submit to the City a proposal to purchase the Bonds for resale. Nothing herein shall be construed to make the Underwriter an employee or agent of the City, and Underwriter shall be at all times an independent contractor. E. The term of this agreement shall extend to the date of sale of the Bonds as contemplated herein, as determined by the date upon which the formal Bond Purchase Contract is executed by the City and Underwriter, or the term of this Agreement shall be two (2) years from the date hereof, whichever is longer. This Agreement may be cancelled without cause by either party by giving the other party thirty (30) days written notice of such cancellation. Said notice shall be sent to the party by certified mail at the following addresses: CITY OF SAN BERNARDINO EHRLICH BOBER & CO., INC. Director of Community Development 300 North "D" Street San Bernardino, CA 92418 401 Wilshire Boulevard Suite 1250 Santa Monica, CA 90401 / / / / / / JFW/dys January 6, 1989 4 . . c- '-' ,_".01 F. The City may terminate this Agreement if, after negotiations in good faith, the City and Underwriter fail to agree on mutually acceptable terms of sale of the Bonds. Upon termination of this Agreement, the City shall be under no further obligation to the Underwriter hereunder, except that the City is obligated to pay to the Underwriter any expenses incurred on behalf of the City pursuant to Paragraph II B of this Agreement should the City not sell the Bonds to the underwriter pursuant to Section I (B) of this Agreement. THIS AGREEMENT shall not be amended except upon the III. express written Agreement of the parties hereto to such amendment. IV. THIS AGREEMENT and any documents or instruments attached hereto or referred to herein integrate or terms and conditions mentioned herein or incidental hereto, and supersede 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, said City has caused these presents to be properly executed, and said Underwriter has caused these presents to be executed by one of its officers, as of the / / / / / / / / / / / / / / / JFW/dys January 6, 1989 5 .. - -..... 1"".1 - date hereinabove set forth. ATTEST: CITY OF SAN BERNARDINO BY: Evlyn Wilcox, Mayor City of San Bernardino City Clerk EHRLICH BOBER & CO., INC. BY: Dawn Vincent Approved as to form and legal content: JAMES F. PENMAN, City Attorney BY'-r~'~ JFW/dys January 6, 1989 6 . '.;l \: . C" ~ ~ UM _~NDDI):)' (DII.Ia'ft znr.r r-1Df1' EI!BRDtDI'l' ' :.. . RlGP'l' Jal ~ rat i'INMtcDL ~ MIVGt ~ .L.&'.uG 8I!RYlClS ~.....-n:I 'Dw O:ImIJnity Dev81.....-at DeprtIIl8nt of tM city of San Il8rnard1no ~ to retain a f1nanc1a1 adviBar ar un:!er<<itel' to _ia in tM ent:J.cipat:e4 i.-1aI'IOll of Jxn! financJJ'q net to a:-4 two 1Ii111a\ donAIW ($2,000,000) ~ tM ~ of fintlncinlJ tM dlr.Ml., k. of . fifty (lid) at ~ ~ ~ in tM city of San Jl8l1lardlno. . 'Dw total COBt of tM project is esthated at ~.Hi-te1y t:hne Jdllia'l dollars ($3,000,000). 'DIe project is an eprtIlent ~- fell: M\1c&' citizens en fbBd h,:- ..- <Pd-rilY SSI and SSl ~) and 1IllUld 1nclUlSa a IUltip1rpose facUty far leaur., 8IU:at1cna1 -,/ee lMICat.1a-al activities. on. ptOject will be located en awradMte1.y two point fi". (2.5) acres at tM tutuxe con.. of nares and 17th streeta. on. saoject will nq.Ure tM CXII'I8tzuct.ien of both nares and . 17th SL....... and hwtallaticn of certain off.ita hptOWlll8l'lta relater! to tM ~'''i~ of aid ~. 'Dw project will be financed as a joint wntme bableen tM city of Slln BaJ:nardino, tM Hcus1n;r Authority of the 0Dlty of San Il8rnard1no and ~ Health Can SystaB, Inc., tM puwat C""II"'''W' of SIIri Iunudino oa-..uty Hospital. Arrc:IioIl8lld Health ~ Syst8I, IIlC., will 1.- tM lanS to tM Jbls1n;r Authorky far thirty (30) )'eIXW with two (2) twl (10) ~ opticns ar thirty fi". (35) )'WUS with ~ (3) a". (5) }WI' eptiaw f<< aw dollar ($1.00) PE ~ fee the life of the 1_ and aftecte:l cp:.iaw. '!hi Hcus1n;r AUthority and the city will share in fiJllrdnJ tM CXl8t of the project descrlJ:led aIxl'M. '!hi Hcus1n;r Authcrity will CIlII'l and cpnta the project. 'DIe Authority will pay far arc:h1~Jml and enJineer1n;r Services and ~admately cnHlalf (1/2) of tM pmject COBt (estimated at eN point five IIIillien dollars ($1,!500,000)) with lta ClIlft .a.s",eJ JJe8. 'Dw city .....')'Jfl. to pay ita share of tM project CXl8t (estDated at i . aKllOOmately cna point five lIill1cn dollars ($1,!500,000)) Ily.. of i a.rt.er City NotelI.'DIe city inteniI to __ a Lblited Cbligaticn Imn I ~__,t Rever'IJ8 lIenS in an aJllCU1t not to ~ blo millien dollars ~ ($2,000,000), and City will retin the bon:S Ily pledg1n;r a pcrtien of ita , biIInty perc8It (2Ot) bcus1n:J set_ide turds generated trc. .Ie.'( fu1 1:~_lt saoject ana. Recent city of Slln Bernardino Redevel........ent 1qn:J tax iI......""""'lt projecticns 1rdicate tbat in fiscal year 1987/1988 three (3) of its eleven (U) project areas proch,.., $245,548 in twenty perCleIlt (2ot) ho.Is~ set aside turds since JUne, 1987. '!be total set-aside funjsen deposit as of March 31, 1988 was reported at $381,476. Hcus1n;r set-aside inccne fraa the Northwest, Tri~ity ard South Valle project areas bas been lnc:reu~ fifteen percent (1st) to twenty percent (2ot) arnmlly. 7/21/88 1 ~VUIDIT ~ , ( .. ( , ,: .. paq.crv of ~ Qect, the City hM 8eleet.s..~ 0lUlM1 tbI fSD of JbtJe sa. ~, Alexarder MIS Fvdc:n. 1IlDJ-- ....'t-r...tlAftt8 ' 'DIe City ..... . tbllnc1a1 CCIWUlt8nt ell" ~ter ., will play . l....k.wp role ~ the t&O:-1 ~I pwida ccnt!nalty of PlhGIIlI1, n __ tile City ~ the .. ~......1ate MIS cx.t~w wy to .auct:uN tblllcnI financing 16 ~ to IIII8t the nea of "- City,' the ~inJ Authority, MIS the ArrtMlead Health care~, Inc. r "'~~Il,s.a to th1e IU'P D.IBt IIIlw . fUll servi~ oft1ae in Scuthml Cal1fcn1a MIS be 8b1e to dsalStnte their ccaptence an:! CXIIIId.t:mmt to tm ... I ntul . fJMnc1n) of .i.nvly sized i....._.' 'Dw City wishea to mNalM the tu. n effort recp1nd of its statf an:! other ccnsultanta to ..0(' ,-lUb . tllIex r fill f1nanc1nJ. (Attac.tlmBnt "1" pzw1des a detaUed de8cr1pt.iCl\ of the eerviOll8 recp1nd.) Pt".. ...1 ead:AntJI 'JbI City relpISta the respordents to this' IU'P pzw1de, at . Jdnbm, the Itsas mHcated be1Cl1i: 1. I'll.., ift"""iaw '1b1a IMlCtiCl\ of the ~....osal IhW4 indicate breldthof exprience of JQJE' f1m in van.c.. types of l:lcnI finllnoed pcojecta 1n&tabn Ilr cit1ell an:! pA J8l.......-lt agenc1_. Incl\de desc:rlp:1aw of)"CUr f1m'. invol.. .t in st:l'ucturirq and d8ve1opirq 1mcwati". ~ plans and t.ettln1cpls involv1rq the. sale of bc:irld8 to the aniclpal bc:nl1lUtcet and ~ the scv10es listed in Atta.J......t "1.. Please 1nclude at least three (3) references of clieD fell" .. )"CUr fiD has pertomed recellt adv!soJ:y services (within the last ~ (3) years) . Also"'- ~ibe the st:ructure of JQJE' f1m, JUII)&r of tllplayees, locatJ.CI\ of offiOll8 and its capital ba!le. If possible, Jnc1w. a recellt auaited f1nanc1al sta~. P.l.-...-.l. frca tins t.ha~ do not meet t.hA ,....,..,f.ea,4Y1I:s aJt:lbted .~ will not be ccnli......-. 2. "..""... of Rann.... Attachment "1" pzwides a list of the serviOll8 the City will expect to be provided by the selected financial advisor,lurxleNriter. '!be "seep of serviOll8" sect.1C1\ of the pt",,,,,,,,,' shcW.d 1cJentify arrJ IIDi1ficatiaw, delet1aw or diticrw to the listed services, as well as a descript:iCl\ of the nature and extent of services be1n;J prClpO"""'. Mlltiooally, the pl"q'O'$"l shcW.d (a) outline the prel1minaxy financinJ st:rucbn'e ~. ~; (b) state ~tber credit enhanoement: ~d be neoes~~"Y; (c) state anticipated debt service coverage nq.drements; and, (d) subait a list of prcx::edural. steps involved together with a proposed timetable. 3. Financin] thc:t.. and n-o..-""""t-iCl\ 7/21/88 2 .. .. . (.r- x,'-' 'b ~.~ Ihcu14 incl. an -.!ate of fJnmc1n; cmtw Jnc1~ f_ en! e:lIpII'ISlI U8O(l1at.elS with the f...1InOI of tblllc:nS ..s Sn:Uilate ~ tbeIe cmtw vl11 be CICI'ltJ.I9nt qx:n alceq of the .-1e of the 1:lcriltII. (0 4. - _1I.~~'. "_..-1 Pl_ r 7ibe tbI ..... ~-'.l ntS I*-...t trc:. )'QIr fim 1)11>> vl11 ... d1nct lUllS prJ.zy respcndbillty fer the ~kD of ~ n 1ft) vl1111att with the City to arrarJlIe the ..... ,< ntS fiJwlcSJl;. Pl-. pcov1de reso- lUllS ot:bar 1nfonatian regarcUn; tbeJr ~ m .1.41ft' f1naneJnga lUllS f1nancJ.a1l1lMaxy 1Iatt. in gerwnl. .. -'~lm. "".........161 INlV not: be .......tt,...... withmt ~ wrl~ AlIlAtCMll bYthI CiQra Se1ectien Crl....-4. O:nIultants IIhall be selected thrcu11 review of the 1daitt8lS ......._,., u.iDJ the follClllinJ criteria: 1. ne.......aatfen of specific a.u....ot lUllS extensive experiInoe ri tractt reo.A4 in atJ:uct:urinq am coordina~ bend financJJIgI .. pem1tW 1nSer califomia lav. 2. --,,'CIIlSiWl - of the .",,'-ten to the pxovis1cns an! critcia of thia Rl'P. 3. Pleadb!1ity in talloriDJ the stm::tum of f1nan::iJ9a (e.9., a.xtizatien, CXlIIerIlCJ8 ri reselW aspects) to the IpeC'if!c needlI of the City. 4. Elcperienoe, lplificatiaw, cont:imity lUllS availability of ataff --i9ned to the ptOVisiCl'l of the adv1sorj'lnSetwrl~ ...nc-. 5. ..... ri expel s.. A Ibdt.ed JUd:ler of fiDs '1IIA'J be invited to oral 1nterviewa pdcr to the awud of a ccntract for servic:-.. AA1ectim ~". Five (5) ccpies of ......'-ions in IespCIlSolI to this Rf'P IILISt be nceiwc2 by the City no later than 4:00 p.m., PDl', August 31, 1988, at the foll~ acih 1"1: City of san Bemardino c:amamJ.ty Devel_1t Department 300 North "D" Sl......ot, 5th near san Bernardino, 0. 92418 Attn: Maurice oliva, HcusfnJ Devel"t"....,t specialist Not:hin;I in this RFP shall be de elm to oamdt the City to engage arrJ financIal consultant and/or urdeJ:Writer or to ~ooeed with the sale of arrJ bcrds. No ill' V--l coet:s will be reiDtiurser:l. 7/21/88 3 " " '. > r-... (.:., '-' ....) Q:N~t1C1\ of the ....f_tcrw will occur. eoc:rl.. ~W. tGUadnIr .. ~. deed1iJw anS fu. -.1ect.ed f<< on1 SraMM wU1 lie ClCd:IctalS 111" -~fAta1y after the pnlia1nuy ev8luat1cn t. ....",..~, Ant ~ ~ thta RfP .. be di.r<<:telS to 1Ir. Oliva at 71~' !5065. , 7/21/88 4 - t....:J ..,1.,..... "",' ..' .. "'..... It:ta. '..M& -1- ,,.j c:mr CI 8Alf V" lUDDO CDIDf1'1'll IEYR'I-al' IIBRDBf1' _-rg~ Jat PJlQNC:W, NN1JJJaf1 ~ tHBMUTIlG SDNICIS tb~....IllWlfo" ~ of e.wvf-,- 'JtIII ..zv1c:.s liSted belClll an tbc8e cm....d:1y idintJ.fied to be Jll'C"Iided by thell8lectled t!nanciallldvi.earf\lrll5e1'Wri.... ItnJ ~ telL' ~fiaat1aw to thIse Ml'Yi~ IIhculd be Jncluded In the ...~ ._4ttelS in l.~" to th!a RPP. In QIn8Rl, the eelectad financial adYilIor~i'" ~ be rqdnd to adYlse City staff and otbelwiae ooordinate the 1"" ,,<l88d fiMnr::iJl;. 'Iba initial ...nc- NpirecS vill be to CCI'BJlt with City .taff ngardinIJ the pti1c t1nancin;J q:Jt1clrw aya41abl. felL' the ..~cnd ~, and JIIWide adY1ce, ocurwe1 lUllS ~ .. to f ~' e1 w. lHdl ~ ~ - ,,11* the pl. of the City in . "4_', lid ClCI8t-ettect1w faIIdal.. 'lba aISvilIor.f\nSetm'" ~ tIIIn be asbd to fJmlize the t1mnc1nJ plan and ~ the fo1lc:Jldnr) serYi~1 1. Pnpare and reo- --.-.1 MlClItizat1cn 1ICbellJl_ far the 1""...,)8Id tiMnr::iJl;. . . 2. ArraJ9t an! hplment: p:oc*"n:a1 step tar the finllncin1. 3. Maka rec,. ........datiaw regardirlg the financial ccntent of resolutiaw, noti~ of ea1., lUllS other ~-a. 4. PrepBre an! revise, as xecpasted by City staft an! cxnilU1tanta, the Ofticial statementa and other ~-m.atial tar the tinancinJ. 5. Q:lordinat8 the ....... ""~m, JBil1n;r and distribltim of the notices of w., Official ~, an! other do(,-a, if arPJ, to \ll'derwrit.era and instit:uticN1 b1yers located ~ the 0t:J:d:ry to enccurage the best ........-ft.1tiw bi.c:kUnl) fez the tJ.nanc::1Jq. 6. Assist in CIt:Itainirq bcrld ratin;ls trcm M:xldys mVor st.an:!aM and PoarII, it ........."""iate. 7 . Assist in CIt:Itainirq Il'Unicipal bcrld insurance or other credit enhanoement, if awrcPI"iate. 8. With due regard for the needs and nqrlrements of the City, maJca l........,....maticns regarc:l1n;r t:Jmin) of the financinJ to taka c::pthuII advantage of maJ:Ut ocnHtiaw. ' 7/21/88 5 ", .- l~ t. Mn.. d,ty 8taft ~ to tile eelfCt1<<l of tile !lent Jldnten, ~:t.~~ =::=~~ dltaJNiv 10. It P11c1.y bJd, ...]....~.. bJdII tel' t:IIe~, Jdent1fy tile 1a .. bJd lid .. the City o...-ming awrd of tM fiJwlcJnl. 11. 14.._~ tile c1o.1n; of tile f1nanc1n; end ac!vt. City.taft . ccncemiJlg Jm..at-.t of fJnanc1n; ptQo"""", if ert'/, J*ll!ing tbIir _pelll:liture by the City. Qx:b IllMce Ihcu1d 1ni::1D an1y WI)' 880ft end i..ur.t ir&-..t.-lta 19 that tM City --- lID rlak ~ re;mUng ~ty of princiPal end ~ nbDrn em 1m._t.-It. lab/l081 '7/21/88 .' . 7/21/88 6 >;'.'''' ~'..' . I . . . . . . . . ;. :1. , ljl i i !ll i'. 1 J. '1tl , :. I. . - Ehrlich Bobvo" Inc. '-...-,'" SECTION 6 SCOPE OF SERVICES Listed below are the suggested scope of services that were provided by the City in its request for proposals. Because we are proposing to serve the City as an underwriter, we have deleted any services in connection with financial advisory services for a competitively bid financing. However, we have added to this list several other services that Ehrlich Bober would provide as underwriter for the City's proposed bond issue. These additions are in boldface type. 1. Identify the advantages and disadvantages of alternative financing structures including fixed rate and variable rate financing alternatives. 2. Advise the City on the appropriate financial structure of the issue, including principal amount, maturity dates, coverage requirements, interest payment dates and early redemption provisions. 3. Prepare and recommend amortization schedules for the proposed fmancing. 4. Arrange and implement procedural steps for the fmancing. 5. Make recommendations regarding the financial content of resolutions, and other documents. 6. Prepare and revise, as requested by City staff and consultants, the Official Statements and other documentation for the financing. 7. Assist in obtaining bond ratings from Moody's and/or Standard and Poors, if appropriate. 8. Assist in obtaining municipal bond insurance or other credit enhancement, if appropriate. 9. With due regard for the needs and requirements of the City, make recommendations regarding timing of the financing to take optimum advantage of market conditions. 10. Advise City staff as to the selection of the bond printers, fiscal agents and paying agents, including obtaining competitive bids, where appropriate. 11. Provide trade publications, including the Bond Buyer, with information regarding the salient features and proposed sale date of the transaction. 12. Analyze the market in the period prior to the sale of the issue to determine the best method for marketing the securities, given prevailing market conditions. 13. Develop an expected pricing scale, terms of offering and strategy for the sale. ~YI-IIRIT A '~.. .. III III III III III III III III .. .. :. .. . . . . j: Ehrlich Or & Co.. Inc. ,...." '-' 14. AlT8llge the closing of the financing and advise City staff concerning investment of financing proceeds, if any, pending their expenditure by the City. Such advice should include only very secure and insured investments so that the City assumes no risk whatsoever regarding security of principal and guaranteed return on investment. IS. Compile a complete bond record for the City which will include all details regarding the securities, their sale and the resulting payments required for principal and interest, along with the respective dates of such payments. 16. Compile a pricing report which compares the pricing and underwriter's discount of the City issue to other similar issues on the market at that time. 17. Supply any other information requested by the City with regard to the issue, market information, operational consideration or other topics or 18. Continued monitoring of the City's unexpended bond proceeds so the City can realize capital appreciation on its investment portfolio, thereby eliminating any negative arbitrage that may have been present _ upon purchase of the initial portfolio. By using computer software expressly designed for such "reoptimization," Ehrlich Bober will structure the City investment portfolio subject to expenditure requirements and market yields. fr. ~ . .. . , i_ II ,III ,II I I ,II , I :- I 1- I '. I. i- \- I. I I. .- 1- ! :. J. J_ - Ehrlich B~&Co..lnc. ....." COSTS OF ISSUANCE The following is a list of the estimated costs of issuance assuming a $2,000,000 revenue bond financing. These are the items that would not typically be payable from the underwriter's discount We do not include the City's bond counsel fees as that is subject to the City's selection and negotiation. Trustee/RegistrarlPaying Agent Bond Printing Preliminary & Official Statement Printing Rating Fee (if applicable) Miscellaneous Expenses (2) $5,000(1) 2,000 4,000 7,500 5,000(1) .60-.90% x total debt service(1) .75% x total outstanding principal(1) plus 210 days of interest .1 % x total outstanding principal(l) plus 210 days of interest Bond Insurance (if applicable) Annual Letter of Credit Fee (if applicable) Upfront Letter of Credit Fee (if applicable) (1) These costs would be contingent on the bond sale. (2) This would include the underwriter's out-of-state travel expenses and various out-of-pocket expenses incurred by the issuer. EXHIBIT C