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HomeMy WebLinkAboutReso 1983-11132 RESOLUTION NO. 11132 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 INCORPORATED WHEREAS, the City is considering undertaking certain proceedings for the issuance of Mortage 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 Incorporated for financial services in connection with said bond issue, a copy of which is on file with the City Clerk of the City, is hereby authorized. The appropriate officers of the City are hereby authorized and directed in the name and on behalf of the City to execute said agreement. 2. This resolution shall take effect immediately. Presente Approved as to form by PresenTe e~~er~ ~ ":'/' Comm~n~t~ Oe~e]o~ment O~rector ~ttorne~ WPC 0483H ADOPTED AND APPROVED BY THE CiTY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this llth day of January 19 83 , by the following vote, to-wit: AYES: Councilmen Scott, Cox, Malcolm, Moore, McCandliss NAYES: Councilmen None ABSTAIN: Councilmen None ABSENT: Councilmen None Maybe City of Chula Vista ATT City Clerk ~ S1AI'E OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION N0. 11132 ,and that the same has not been amended or repealed. DATED (seal) City Clerk CC-660 /(9_/I/,.~D t . ]enB,e M. Fulasz, City Clerll~ P. O. Box 1087 Chula V[sta~ Cali~orl]ia 92012 AGREEMENT FOR INVESTMENT BANKING SERVICES (HOUSING) THIS AGREEMENT, made this 11 th day of 3anuary, 1983, 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., 505 Lomas Santa Fe Drive, Solana Beach, California (hereinafter called the "Investment Banker")~ party of the second part: WITNESSETH: WHEREAS, the City has initiated its plans for the development and rehabili- tation of housing within the City and its environs; 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 municipal investment banker experienced in underwriting the obligations of the housing authorities 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 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: R-11132 1 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: Services to be Performed by the Investment Banker: The Investment Banker shall perform in a diligent manner the following services: 1. Assembled review and analyze available linancial and economic data and information which may have a general bearing on a program for linancing 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 financing such projects, the advantages and disadvantages of each method as applied to a given project, the general legal and practical requirements or restrictions applicable to each method and their attendant COSTS. ]. 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 Investment Banker shall prepare such plan containing~ in addition to other information, the following: A. A description ol the project or projects, including 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 a- mounts of funds to be used in amortizing the costs and other related data. 2 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 iniormation as to estimated costs and eco- nomic and fiscal information. 4. 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. 5. 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. 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 Moody's Investors Service and Standard and Poor's Corporation of all iniormation 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 Internal Revenue Service ruling as to tax exemption of the securities to be issued, if necessary, and specific terms governing the issuance of the bonds of the non- 3 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. 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 describing the bonds, their security~ and the economic 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 proiects~ 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 City 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 City 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 Agency~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 will represent the total compensation to be paid to Miller & Schroeder Municipals, Inc. and the City shall not be liable to us for any additional fees whatsoever. All costs of the program will be payable out of bond proceeds when the bonds are sold and delivered to Miller & 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 connection with services to be performed as the Cityts Investment Banker. The City will be responsible for all 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 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: ~ Z ~ By Mayor o~ City of Chula Vista MILLER a SGHROEDER M~UN!CIPA~Z~, INC. /