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HomeMy WebLinkAboutReso 1985-11926 (b) RESOLUTION NO. 11926 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF AGREEMENT FOR FINANCIAL SERVICES WITH MILLER & SCHROEDER MUNICIPALS, INC. The City Council of the City of Chula Vista does hereby resolve as follows: WHEREAS, the City is considering undertaking certain proceedings for the issuance of Mortgage Revenue Bonds to finance a home mortgage program in the City, and it is desirable to employ financial services in connection therewith. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, as follows: 1. That certain agreement by and between the City and Miller & Schroeder Municipals, Inc. for financial services in connection with said bond issue, a copy of which is attached, is hereby authorized. The Mayor is hereby authorized and directed in the name and on behalf of the City to execute said agreement. 2. This resolution shall take effect immediately. Presented by Approved as to form by (t '_/ ~~?/"L-- ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 5th 19 85 ,by the following vote, to_it: day of February - AYES: Councilmen Moore, Cox, Malcolm, McCand1iss, Scott NAYES: Councilmen None ABSTAIN: Cou1cilmen None ABSENT: Councilmen None 1... \ fl. ~ MayorGof tie City of Chura Vista ATTEST .~~~i" 0/, ~, t/ City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) s s. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that RESOLUTION NO. 11926 the above and foregoing is a full, true and correct copy of ,and that the same has not been amended or repealed. DATED ( seal) City Clerk CC-660 ; 11\ ~ u: 'Jennie lvL Fubsz, City ClerK 1', O. ]3;;x 1087 AGREEMENT FOR INVESTMENT BANKING SERVICES , ',\ \1 ~ ':. )-;1. (':11if.",..:-,.h 92012 THIS AGREEMENT. made this 5th day of February , 1985, by and between the City of Chula Vista, Chula Vista, california, a city duly organized under the laws of the State of California (hereinafter called the "City"), party of the first part, and MILLER & SCHROEDER MUNICIPALS, INC., 5D5 Lomas Santa Fe Drive, Solana 8each, California (hereinafter called the "Investment Banker"), party of the second part: WITNESSETH: WHEREAS, the City has initiated its rehabilitation of housing within the City and plans for the development its environs; and and WHEREAS, the City requi res assi stance 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 municipal investment banker experienced in underwriting the obI i gati ons of the hous i ng authorit i es to assist in such financial planning and to purchase the City's obligations at negotiated sale, where permitted by law, and to coordinate the sale and distribution of obligations required to be sold at pUblic sale; and WHEREAS, the City has determi ned that the Investment Banker is qua liPi ed by training and experience to perform said services; NOW, THEREFORE, it is mutually agreed as follows, to wit: I ;:< -11,,/.;2.? 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: Services to be Performed bv the Investment Banker: The Investment Banker sha 11 perform in a d il i gent manner the fo 110wi ng services: 1. Assemble, review and analyze available financial and economic data and information which may have a general bearing on a program for financing any proposed project or projects. 2. Based on the foregoing analysis, prepare a general review and description of the proposed project or projects and outline the possible methods of fi nanc i ng such proj ects, the advantages and disadvantages of each method as applied to a given project, the general legal and practical requi rements or restri cti ons appl i cabl e to each method and thei r attendant costs. 3. When the City has approved a specific project or projects for implementation, the estimated costs and method of financing of which have been sufficiently wel1 established to permit the preparation of a final financing plan, the Investment Banker shall prepare such plan containing, in addition to other information, the following: A. A desc ri pt i on of the project or projects, i nc 1 udi ng the purpose, benefits, estimated costs and other pertinent information. 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. 2 ~~ '0 rt. C. Recommendations as to further procedures. The foregoing will be designed to answer substantially all of the important questions which might arise in connection with the particular project or projects and will contain current information as to estimated costs and economic and fiscal information. 4. Assist Bond Counsel with the preparation of necessary resolutions and other 1 ega 1 documents and make recommendati ons 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. 5. Prepare the text and other material for an official statement or bond prospectus describing the improvements, the bonds, thei r security, and the economic and financial background of the City. 6. Make every effort to obtain a bond rating for each proposed issue to the end that such bonds may be sold for the lowest possible cost. The Investment Banker shall inform the Rating Agencies of all information required by such agencies necessary in establishing such rating and make such trips and schedule such conferences with such agencies as may be necessary to obtain the highest possible rating on the bonds. 7. If non-profit corporation financing is to be included in the financing program, the Investment Banker shall recommend the timing and procedures to be used in forming a non-profit corporation and obtaining the Interna 1 Revenue Servi ce rul i ng as to tax exempti on of the securiti es to be issued, if necessary, and 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 such other provisions to enable the bonds to be sold at the lowest possible interest costs. 3 ~ \~ ~.\ The Investment Banker will serve as underwriter for the bonds of a non-profit corporation at private sale. If a pUblic sale of the non-profit corporation bonds is required by law, the Investment Banker shall prepare the text of a prospectus descri bi ng the bonds, thei r securi ty, and the economi c and financing background of the City which may be duplicated and distributed to a comprehensive list of prospective bidders. 8. If it is appropriate or desirable for any other pUblic entity or agency thereof to participate in accomplishing the financing for any project or projects, the Investment Banker, in order to achieve maximum coordination of the proposed financing, shall also serve as the Investment Banker for such public entity or agency under the terms and conditions hereof. 9. 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 desired or requested and consult with the Agency as to the financial aspects of any specific project then being considered. Sale of Bonds: Compensation: Expenses: The City and the Investment Banker shall enter into a bond purchase agreement for the sale of the City's obligations to the Investment Banker at a discount and bearing interest at rates which are commensurate with the rates prevailing in the market for similar securities at the time the bonds are offered to the public. The bond discount wi 11 represent the tota 1 compensati on to be paid to Miller & Schroeder Municipals, Inc. and the City shall not be liable to us for any additional fees whatsoever. 4 )-\. \\0.. ~. All costs of the program will be payable out of bond proceeds when the bonds are sold and delivered to Hiller & Schroeder. In the event that market conditions or actions by regulatory agencies prohibit completion of the financing by the City, Miller & Schroeder will be responsible for all fees and expenses incurred by us in connecti on wi th servi ces to be performed as the Agency I s Investment Banker. The Ci ty wi 11 be respons i b I e for a 11 the other fees and expenses incurred in connection with the financing. IN WITNESS WHEREOF, said City, party of the first part, has caused these presents to be properl y 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. CITY OF CHULA VISTA ATTEST: ) /} v~/}J~/ ~SEAL) . .. . iJl lIe By r1ayor of .ty of Chula Vista MILLER & SCHROEDER MUNICIPALS, INC. By ~/~. 5 \. .:::..,"\'J- Q-'