HomeMy WebLinkAboutResolutions 89-384 N.C.S. 12/04/1989FZesolution No. 89- 384 N,~,S.
of the City of l'et~lum~, Californi~~
RESOLUTION ORDERING SALE OF BONDS
ASSESSMENT DISTRICT NO. 20, REDWOOD BUSINESS PARK NO. 2
The City Council of the City of Petaluma resolves:
The City Council accepts the offer of MARK PRESSMAN
ASSOCIATES (attached to this resolution and by reference
incorporated in it) to purchase all of the improvement bonds to
be issued in Assessment District No. 20,:Redwood Business Park
No. 2.
The City Council directs the sale and delivery of the
bonds to the offeror in accordance with the terms and conditions
stated in the offer.
and authority conferred upon this
by the Charter of said City.
_ _ ,,. --~
REFERENCE: I hereby 'certify the foregoing Resolution was introduced and adopted by th rov as
Council of the City of Petaluma at' a (Regular) `~Pl~j~ii~i~)~~$P~~ meet' g fo
on the ......41=h.--......... day of ...-• .....................December...........-, 19...8.9, by the
following vote: -- ---- ---------- --------
AYES: Tencer, Woolsey, Cavanagh, Balshaw, Davis, Vice Mayor Sobel, Mayor Hilligoss
NOES: 0
ABSENT:. 0
ATTEST: -.L?~~~G.
._-...
Gity CIerk
~~.~ ~~ x~C~QOG3D QOp
1.
-Mayor
Council Fila.._.._._ .....................»
ReS. No....89-.3:84..x:.,., ~.as.
AA,,~~ p,p ggy~ pp~~ CCA~,,gg ••..AATT q Petaluma/
1Y'IIL9A~ ~J[~~S.71Y'A[-11~1 A~~~~~t~'j'~i S AssesamentI?istrictNo:20
11/17/89
Investment lganking
250 Montgomery Street, Suite 1200
San. Francisco, CA 94104-
FAX: (415) 421-075.5
(415) 421-7300
UNI~EI~.ITII~TG AGR,EENT
between tl~e
caT~ ®F ~~T~.UI~A
and
1vrA P~SSIVIAN ASSOCIA~'ES
This .is an Agreement between the City of Petaluma, a municipal
corporation of the State of California, referred to as "City," and Mark Pressman
Associates ("1VIPA"), an investment banking firm: registered as a .broker/dealer
with the. Securities and Exchange Commission and the State of California and a
member of the National Association of Securities Dealers', Inc., herein referred to
as the "Underwriter," for underwriting bonds of Assessment District No. 20
Redwood. Business Park No. 2 {.the. "District") to be issued by the City of Petaluma
that are sold through negotiated. sale, and consists of the following terms and
conditions.
The term of this Agreement shall extend to midnight, December 31, 1990.
1.0 :Services of Underwriter
1.1 Underwriter agrees to perform the following services in
connection with underwriting the negotiated sale of Improvement Act of 1915
:Bonds issued .pursuant to the provisions of the Act by the City of Petaluma,
California during the term of this .Agreement (the entire process leading to the
sale of the Bonds ,is referred to herein as "Assessment District Financing"):
(a) Attendance at all Assessment District Financing .meetings
of City at which matters relating to the Assessment District Financing are
considered, except routine matters;
(b:) Attendance at City staff meetings, or meetings with
property owners.relatng to the Assessment District Financing, upon the request
of the City .after :reasonable notice;
-.. (c) .Work with affected property owners, City staff, and. City
Council to conceive the ,structure, timing, terms., and other similar matters
relating to the Assessment District Financing; and coordinate a financing
program acceptable to the property owners, City, Underwriter, and investors;
Mailing Address: P. O. Box 26690, San Francisco, CA 94126
(d) Telephone consultation with staff: members and property
owners to answer .questions about the Assessment District Financing and related
matters.;
. (e) Conduct the Underwriter's due diligence investigation
relative to the Bond offering and disclosure documents (i.e., Official .Statement,
Offering. Statement or memorandum., or similar document, hereinafter
collectively referred to as "D`isclosure Documents") and prepare Disclosure
Documents for the Bond. issue(s) for City review and approval;
(f) Assist the City in its selection of professional .advisors (e.g.,
bond counsel, engineer of work, spread engineer) relative to the Assessment
District Financing, if necessary;
(g) Assist the City's bond counsel and any special consultants
in .structuring of the financing and recommending specific terms and conditions
affecting the Bonds;
(h) Evaluation of possibilities of and need to obtain credit
enhancements and/or ,rating of the Bonds;
(i) At :least one day prior to the submission of a formal offer to
City for purchase of the =Bonds, the Underwriter will indicate to City the interest
rate or rates, the purchase price to be-paid to the City, and the offering price of the
Bonds which Underwri"ter then estimates will be included in an offer. Said terms
will, be accompanied by .recent comparative sales of similar issues, if any, known
to Underwriter and provided such information is available to Underwriter to
clarify market levels for the Bond sale.
(j) Arrangements for and underwriting of the Bonds, at
negotiated .sale pursuant to paragraphs 3 and 4 below.
`i.2 The services of Underwriter under this Agreement shall not
include 'the ,.following:
(a) Legal services of any kind;
(b) Engineering services of any kind;
2.0 Agreement of City
In consideration of the agreement of Underwriter to provide the
services set forth in paragraph 1, the City agrees as follows:
2,1 City will work with Underwriter exclusively during the term of
this Agreement with respect to the Assessment District Financing during the
term hereof unless other arrangements are mutually agreed to in writing by both
parties.
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2.2 City will .cooperate with Underwriter in all. respects relating to
the services being rendered `by Underwriter 'in connection with the proposed
Assessment Di"strict Financing project and will assist Underwriter in obtaining
information regarding the Assessment District Financing and will provide said.
information to the extent practicable.
3.0 Purchase and Sale of Bonds
3.1 At the time designated by the City for sale of a Bond issue relating
to the Assessment District Financing during the term of this Agreement,
Underwriter, ,unless' it believes in good faith that the Bonds are not marketable
because of market conditions or other conditions beyond Underwriter's control,
will submit an offer to City to purchase the. Bonds, subject to pertinent resolutions,
the Offering .Memorandum, and all other necessary documents, approvals, and
proceedings governing or relating to such Bonds having been .determined by bond
counsel, the City and the Underwriter to be satisfactory in all respects for
financing purposes. The Underwriter may, at its option, form a group of
investment. banking firms ("Underwriting Group") for the purpose of making the
offer and underwriting and selling the Bonds, and references to Underwriter
herein will include such Underwriting Group as the context requires.
3.2 Provided the purchase price, interest rates, and public offering
price. are determined in good faith to be satisfactory to City and to Underwriter,
City will agree to sell to Underwriter and Underwriter will agree to purchase the
Bonds on a mutually agreeable closing date at such price and interest rate for sale
to the public at such public offering price, or at such other public offering price or
prices as Underwriter determines in good faith to be appropriate in view of
market conditions and .other factors affecting price at the time of the public
offering; provided ,that Underwriter will, not be obligated to purchase the Bonds on
the closing, date if it determines in :good faith that the Bonds are not marketable as
a resin"t of market conditions or because of conditions beyond the control of
Underwriter. If Underwriter decides not to purchase the Bonds, City shall be
entitled to work with any other underwriter of its choice in marketing the
particular Bonds at issue.. If City does utilize another underwriter as herein
provided, this shall not affect the terms and conditions of this Agreement in
relation to other Bond sales during the effective dates of this Agreement.
3.3 The purchase .price to be paid to the City by the Underwriter will
be ,set so that the difference (i.e., underwriting discount) between the ,purchase
price and the, total offering price to the public of the Bonds will total not more than
1.75%.
4.0 Underwriter. Profit and Expenses
4.1 .City shall. be billed for and pay directly the fees and expenses of its
legal counsel, bond- counsel, engineers, and any other experts .retained by the City
(e.g., bond paying,.agent, `arbitrage calculations, opinion, etc.). The City also
shad pay all. costs customarily paid in connection with issuance. of bonds.
including printing the Bonds and other documents other than the disclosure
documents.
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4,2 Contingent on the Bonds being sold to and purchased by
Underwriter„ ,City wlh reimburse Underwriter from the Bond proceeds out of
"costs of issuance'" for Underwriter's direct out-of-,pocket costs and expenses
incurred in .rendering the services described in this Agreement in connection
with each Bond issue including but not limited to. those set forth below. Said- costs
and expenses, exclusive of items 7 through 11 below are estimated to be
approximately $2,000. Items 1-6 of estimated costs .and expenses will be billed to
City, without;itemzation. Items 7-11 will be itemized when submitted to City for
reimliursernent. All listed costs and. expenses of Underwriter will be provided for
out of Bond proceeds and will be shown as a separate line item total under "costs
of issuance." Reimbursement of said costs and expenses (items 1-11) to
Underwriter is in addition to payment of Underwriter's discount as specified in
paragraph 3.3.
1. Long distance telephone calls;
2. Photocopying;
3. Facsimile transmissions;
4. Photographic work;
5. Regulatory. Agency Fees;
6. Transportation, meals, and ,lodging;
7. Preparation and printing. of Bond disclosure documents;
8. Original Issue .Discount;
9. Underwriter's .counsel (if .necessary);
10. Credit .Enhancements (i.e., LOC or bond insurance); and
11. Bond Rating Agency Fees.
4.3 .Reimbursement for Underwriter's costs and expenses is payable
on Underwriter's. payment for the Bonds, subject to Underwriter's submission of
an invoice.
4.4 It is understood and.agreed'that City shall not be required to pay
a fee orother compensation to Underwriter for services provided to City under this
Agreement.. It is understood. that Underwriter's. compensation or profit is to come
from the. difference between the price paid to the. City for each issue of Bonds and
the public offering price thereof and that Underwriter will receive. no fee or other
compensation from the City. It also is understood and agreed that City will not
reimburse Underwriter`s- direct out-of-pocket costs, as referenced in ,paragraph
4.2, for a bond issue unless the Bonds are purchased and paid for by Underwriter.
5.0 Certification. - No Conflict
Underwriter certifies that it has no .interest., either direct or
contingent, in any :property or contract arising from or affected by the Assessment
District within the City of Petaluma, except as Underwriter under this
Agreement. .
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A
6.0 Classification of Relationship
It is expressly understood and agreed. and City hereby recognizes that
in performing their activities, Underwriter is acting .solely- on its own behalf and
not on behalf~of the City and that any proposal for financing will be to purchase
Bond's from the City for the Underwriter' own account- for resale. Nothing herein
shall be. construed to make the Underwriter an employee or financial, fiscal, or
other advisor of or consultant to the City, or to establish any financial advisory or
fiduciary relationship between the City and Underwriter.
7.0 Notices
All notices and other communications .required or permitted to be
given under this Agreement shall be in writing and shall be personally served or
mailed, postage prepaid, addressed to the respective parties as follows:
TO City: David Spilman
Director ofFinance
11 English Street
Petaluma, CA 94952-2610
To Underwriter: MPA
P.O. Box 26630
San Francisco, CA 94126
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W EREF RE, the Parties have executed this Agreement as of the
day of ,1989.
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MARK PRESSMAN ASSOCIATES
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CITY OF PETALUMA