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SBE077-2/l527S/kl
8/5/86
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL. OF THE
CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING
CERTAIN PROPOSALS AND AGREEMENTS (BOND COUNSEL
AND UNDERWRITER)
WHEREAS, the City of San BernJ.rdino , California (the
"City"), has been requested to conunence study of the feasibility of
issuing refunding bonds pursuant to the Refunding Act of 1984 for
1915 Improvement Act Bonds (Streets and Highways Code of the State
of California, Section 9500, et seq.) (the "1984 Act") to refund the
outstanding principal
balance
of
the
$13,400,000
City
of
San Bernardino, Improvement Bonds, Assessment District No. 961.
Series 1985 (Park Centre) (the "Refunded Bonds"); and
WHEREAS,
Miller
&
Schroeder
Financial,
Inc.
(the
"Underwr iter" ), has submitted a proposal to act as an underwr iter
and assist the City and the City Staff in determining the financial
feasibility of issuing refunding bonds of the City, and to select
appropriate methods of refinancing Assessment District No. 961; and
WHEREAS, it is desirable for the Underwriter and the City
to enter into an agreement whereby the respective rights,
obligations and duties of the Underwriter and the City may be set
forth with respect thereto; and
WHEREAS, Sabo & Deitsch, a Professional Corporation ("Bond
Counsel"), has submitted a proposal to serve as Bond Counsel to the
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City in connection with the issuance of refunding bonds to refund
the Refunded Bonds; and
WHEREAS, it is desirable for Bond Counsel and the City to
enter into an agreement whereby the respective rights, obligations
and duties of Bond Counsel and the City may be set forth with
respect thereto.
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
Section 1. The City hereby approves the agreements as
attached hereto as Exhibits "A" and "B" of the Underwriter and Bond
Counsel, respectively, and incorporated herein by reference and made
a part hereof.
Section 2. The City further authorizes the Mayor and
City Clerk to execute and date said agreements with the Underwriter
and Bond Counsel with the seal of the City to be affixed thereto
subject to approval thereof by the City Attorney.
Section 3. The source of payment with respect to said
agreements as herein approved and the financial obligations of the
City relative thereto shall be solely from the sale of the
tax-exempt refunding bonds or other obligations of the City as
provided in said agreements and not from any other funds or moneys
of the City.
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Section 4.
This Resolution shall take effect upon
adoption.
I HEREBY CERTIFY that the foregoing
adopted by the Mayor and Common Council
San Bernardino at a
held on the day of
the following vote, to wit:
resolution
of the
meeting
AYES:
Council Members
was duly
City of
thereof,
1986, by
NAYS:
ABSENT:
City Clerk
day of
The foregoing resolution is hereby approved this
, 1986.
Mayor of the City of
San Bernardino
Approved as to form:
J., r~.a,.L~
/""" City Attorney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, SHAUN~ CLARK. City Clerk in and for
San Bernardino, DO HEREBY CERTIFY that the foregoing
copy of San Bernardino City Resolution No.
true and correct copy of that now on file in this office.
the
and
is
City of
attached
a full.
IN WITNESS WHEREOF, I havehereuntc set my hand and affixed
the official seal of the City of San Bernardino this day of
, 1986.
City Clerk
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s.co & DEIT~
o
A PROIl'ESSJONAL CORPORATION
ATTORNEYS AT LAW
SUITE 400
6320 CANOGA AVENUE
WOODLAND HILLS. CALIFORNIA 91367
(818) 704-0195
TE~PumR(81817~729
October 20, 1986
Honorable Mayor and Councilmembers
Ci ty Hall
300 North "D" Street
San Bernardino, California 92418
Honorable Mayor and Councilmembers:
This proposal is being submitted for your consideration in
connection with the issuance by the City of San Bernardino, California
(the "City"), of certain refunding bonds pursuant to the laws of the
State of California in an aggregate principal amount not to exc~ed
$15,000,000 in connection with the refunding of the $13,400,000 City of
San Bernardino, Improvement Bonds, Assessment District No. 961 (Park
Centre), Series 1985, by the issuance of refunding bonds (the "Refunding
Bonds"). The Refunding Bonds may be issued pursuant to the provisions of
applicable State laws and in particular the Refunding Act of 1984 for
1915 Improvement Act Bonds (Streets and Highways Code of the State of
California, Section 9500, et seq.). The role of this Firm in such
financing would be to represent the interests of the City while serving
as Bond Counsel to the City and rendering the requisite opinion or
opinions to the purchaser of the Refunding Bonds to be issued by the City
as to legality for issuance under the laws of the State of California and
the exemption of interest on such obligations from applicable federal and
State income taxation.
As stated above, this Firm shall serve as Bond Counsel to the
City for the issuance of the Refunding Bonds, and, in connection
therewith, the services of Bond Counsel would be to prepare all legal
documents and filings necessary to implement the issuance of the
Refunding Bonds, to attend such meeting or meetings of the Mayor and
Conunon Council of the City of San Bernardino, California (the "Mayor and
Conunon Council"), as appropriate, at which action on the issuance of the
Refunding Bonds would be taken at your request, to supervise the
proceedings step-by-step as taken to be certain that all necessary
procedures are conducted in the proper manner and at the proper times, to
consult with members of the City Staff .and with the City Attorney and the
Underwri ter in the preparation of documents and in the scheduling of
actions in connection with the issuance of the Refunding Bonds,
preparation of the necessary agreements and resolutions for approval and
adoption by the City, including, but not limited to, the Resolution of
Intention, the Resolution of Issuance and all closing documents, and to
supervise the delivery of the Refunding Bonds, conduct the closing
thereof and provide the approving opinion or opinions at the time
relating to legality and exemptions from taxation.
EXHIBIT "B"
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For these servic.es, the total fees for Bond Counsel services
would be (i) one percent (11.) for the first two million five hundred
thousand dollars ($2,500,000) of the principal amount of the Refunding
Bonds plus (ii) one-quarter percent (1/41.) of amounts in excess of
$2,500,000 for the Refunding Bonds so issued by the City plus
out-of-pocket expenses to the extent provided below. It is expressly
understood and agreed that this employment letter with regard to said
percentage fee for Bond Counsel services and out-of-pocket expenditures
of Bond Counsel are contingent upon the successful sale and delivery of
the Refunding Bonds. This Firm shall be compensated for out-of-pocket
expenses incurred as Bond Counsel solely upon the delivery of the
Refunding Bonds from the proceeds thereof. Out-of-pocket expenses
include such items as travel, long-distance telephone calls, messenger
services, telecopying, photocopying, secretarial overtime and word
processing charges and other similar expenses plus administrative charges
in connection with such out-of-pocket expenses related to such issuance
of the Refunding Bonds if and when Refunding Bonds are actually issued
and delivered. Such out-of-pocket expenses shall be in addition to the
Bond Counsel fee if the Refunding Bonds in one or more series are in fact
issued.
In connection with Special
above-mentioned issue of Refunding Bonds,
on the following hourly fee schedule:
Counsel services for the
the compensation shall be based
Principal Attorneys
Associate Attorneys
Paralegals and law clerks
$13~ per hour
$100 per hour
$ 65 per hour
The foregoing hourly fee schedule will be exclusive of
out-of -pocket expenses, inc luding, but not limi ted to, telephone,
messenger services, photocopying, postage and similar charges.
If the terms as outlined herein are satisfactory, please
indicate acceptance hereof by the City by the execution of the acceptance
in the form provided below thereby employing this Firm as Bond Counsel to
the City upon the terms stated herein, and return an executed copy of
this letter.
Respectfully yours,
SABO & DEITSCH
A PROFESSIONAL CORPORATION
v-
J.i
Tim'thy
TJS:sg
Enclosure
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Page 3
ACCEPTANCE
The law firm of SABO & DEITSCH, A PROFESSIONAL CORPORATION, is
hereby employed as Bond Counsel to the City of San Bernardino, in
accordance with the terms of the foregoing letter.
Dated:
. 1986
Mayor of the City of San Bernardino,
California
(SEAL)
ATTEST:
City Clerk of the City of
San Bernardino
Approved as to Form:
~(4F
). City Attorney
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AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT, made this _ day of , 1986, by and bet\\,.een the
City of San Bernardino, California, (hereinafter called the "City"), party of the first part,
and MILLER & SCHROEDER FINANCIAL, INC., 505 Lomas San:a Fe Drive, Solana
Beach, California, (hereinafter called the "Investment Banker"), party of the second part:
WITNESSETH:
WHEREAS, the City may initiate proceedings for a Refunding of Assessment District
No. 961 (Tri-Cities) (the "Project"); 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 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 public finance investment banker
experienced in financial consulting and underwriting to assist in financial planning, 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:
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Services to be Perfonned by the Investment Banker:
The Investment Banker shall perfonn in a diligent manner the following services:
1. Assemble, review, and analyze available financial and economic data and
infonnation 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.
3. Assist Bond Counsel with the preparation of necessary resolutions and other
legal documents and make recommendations as to the exact tenns 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.
If. Prepare the text and other material for an Official Statement or bond
prospectus describing the improvements, the bonds, their security, and economic and
financial infonnation on the City.
5. Take such steps as are necessary to achieve the City'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.
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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
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 Lcing considered.
7. 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
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 that are sold to the Investment Banker at private
sale, the bond discount shall represent the Investment Banker's compensation and neither
the City nor the City 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 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 incurring of such
costs and expenses is specifically authorized in writing by the City. The Investment
Banker is not responsible for and shall nut be held liable for any other expense or
expenditure in connection with the financing program.
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9. The term of this ^greement shall be two (2) years from the dat.e hen~or, hut
may be cancelled without. cause by eit.her part.y by giving the ot.ht~r party thirty ()()) da\s
written notice of such cancellation.
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
MILLER & SCHROEDER FINANCIAL, INC.
(SEAL)
By
If