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HomeMy WebLinkAboutResolution 90-080 N.C.S. 03/19/1990 R~SOII.,ItI®Y] N~.90-80 N.~.S. of the City of Petaluma, California RESOLUTION APPROVING AGREEMENT FOR UNDERWRITING. SERVICES SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22 The City Council of the City of Petaluma resolves: As a part of the proceedings for improvements in Southpoint Business Park Assessment District No. 22, City of Petaluma, Sonoma County, California, this Council approves that certain agreement between the City of Petaluma and Mark Pressman Associates for underwriting services in connection with Southpoint Business Park Assessment District No. 22, City of Petaluma, Sonoma County, California, and dated March 19, 1990. A copy is attached to this resolution. The Mayor is authorized to sign the agreement and the City Clerk is authorized to attest its execution. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the '-~' ed as to Council of the City of Petaluma at a (Regular) (A~a~a~x(t&~~al~ meeting on the .------1.9-th........ day of .................Maxch............................-., 19-9Lt., by the `- :` ,.> following vote: 'City Attorney AYES: Tencer, Woolsey, Cavanagh, Balshaw, Davis, Mayor Hilligoss NOES : 0 ~, ABSENT: ice Ma ATTEST : .... ..... ....................:............................... ............................... .--=--.. ~...~.-:._..... -...-.. _ ....---•• -- v ~`'~'. ..-----• City Clerk Mayor Council File .........................°..-..-... ,.:3 r~± ~ ray. ? 4^. ~: r+ ~ i~ ca io-as Res. No.........g.0.,.$.0....... N.C.S. ;• , . , . r. ~~ ~ r UNDER~RITIN~G AGR.EElYIEN'P 'B'etween the CZ'I'Y OF PETALUM.~ and. MAR"TK PRESSMAN ASSOCIA'1`.ES This is au A.greomeat between the City of PetFilurna, a iuwa:icipal corporation .of the State of Cali£orni.a, referred to as "City," and Mark Pressman Asso~.ates ("MPA"), an investment banking firm registered as a broker/dealer with the Sec~u-iti~:s.. and. Exchan;;e! Commission and tie State of California and a zueuiber of the 1Vational Association of Securiti~:s Dealers, In.c, herein referred to as the "Underwriter,'. for uziderwriting bonds of Assessment Distci.ct No. 2~ 5outhpoint :Busiiaess Park (the '7strct")~ to be issued by the City of Petalun~t that are sold through negat3.ated sale, az~d consists of the following ferias and conditions. The term. of tlvs Agreement shall .extend to midnight, December 31, 1J90. ]..Q Services o~ Lln.derwriter Ll Underwriter .agrees to perform the following services in connection tivith tincierwriting the n.egotiat~d sale o£ x.w.pzovement 11ct of 1915 Bonds issued pursuant to the•provisions of the -Act by the City of Petaluma, Califoznia during the term: of this'Agreement (the entire process leading to the sale of the Bonds ~is referred to herea as "A.ssess:m:ent ~istl~ict Fi~nc~ag"): (a) Attendance at all Assessment District F'ixlancing meetings of City at which matters relating to the Assessment District .F~.n.aucing are considered, e~cePt routaine matters; (b) Attendance at City staff~meetings, or meetings with Property owners relatZng to t3~.e Assessment .fli;strict Ftiinanc~.ng, upon the request of the City after reasonalale notice; 17 (c) Work. with a.~ected property owners, Pity staff; .and L`ity Council to con:caive-the structure, t~aaing, terms,, anci other si.mil.ar tnattex-s r~?.a.ting to the _-.A~SSessment District ~Fina.ri.cing; and: c~aorcina.te a financing program, acceptable to the properfy owners, City, Underwriter, and investors; (d) 'Pelepli.one consultation with stall' xncmbers :i.ud property owners to answer questiolis about the Assessment District F`-na?~ci_ug aria related matters; ' (e) Conduct the. Un.derwriter's due diligence investigation relati~re to the $ond offering .and. disclosure documents (i.e., Qflicial Statement, 'Clffering Statement or memorandum, or similar document, hereinafter coIlectively referred to as "Disclosure Documents") and:prepare I}isclosure Documents for the :Bond issue('s) for City review amci approval; (f) Assist the City iaa its selection of professional advisors (e.g., bond counsel, engineer o£ ~wor-k, spread engineer) relative to the .Assessment District Financing, if` necessary; (b) Ass;~st the City's. bond counsel. and; any spec~.a]. consultants in structUrin~; of the king a~q.d rECOn~r~a~ndinb specific tern~~ and conditiou~ affec:la:vt, the Bo~.d:s; (b.) .Evaluation of'possibi7. hies of and weed tv obt~iu credit enbancEments a~.d/or rating of t;:he ;Bands; {i) .At least one: day prior tp the subnussio~x of a fbrn~l. offer to City for purse of .the Bonds, the Und'ez:writer will indicate, to City the interest z-ato or ratr;s, the purchase price to be paid to the. City, uxrcl. the oEf%;~ruig p~-i:cc: of ~e Bonci~ which Und.~rwriter then.. estiunates will- be .i.nclu.d.ecl in au Direr. Said term will be accompanied. by recent comparat~.ve sales of similar issues, if any, l~nown to Underwriter and provided:.such i~forniatun is available to U'nderwritc;r to clarity market levels for the Bond sale. (j} Arrangements for and underwriting of the Bonds, at negotiated sale puxsuant to paraa aphs 3 and 4 below. 1.2 The services of Unclerwxiter under- this Agreement shall not include tli.e fc~llo~win {a) Legal' services of any kind; (b) Engineering services of any bind; 2.0 Agreement of Czty Yn consideration of the agreement of Underwriter to provide the services set forth in paza,grap}i 1, the Gity agrees as follows: • A~1 .- .JI 41- 2.X City will:.wor1,: with Underwriter. exclusivr~ly dtiri.iat,* trio tOra7 of this Agreement with respect tU the Assessment District I~in.ancirir; dl1r111g' tt.Le term ixexeof u~aless other r1M'angeruents are mutually agreed to In wriiang by both p~~-ties. 22 City will cooperate with- Uncle-rwi.7ter in all, respects relating to the services being rendered by Under~vi:itc~r in connection with the propused Assessment District Z~ •inarlci_ng• ,project and will assist Underwriter in obtcl:illlilg information regarding, the Assessment listrict Financing and will provide; said inforulatZOn to the extent practicable. 3.0 Purchase. and Sale of Bonds 3,1 At the tame designated by the City for sale of a Bond. issue relating to'the. Assessment District, F'i.nancng .during, the term of this Abrc~on~.ezzt, Underwriter,.. unless it believes in good firth that the Bonds axe n.ot marketable because of market conditions or•-other conditions. beyond Underwriter's control, will. subnut an uS:fer to City to purchase flit iorids, sut~ject to perLicu:nt resolutions, the Qileriug Me,aaorandum, and .all offer necessary' docwments, approvals, and proceedings governing or relating to such Binds Navin„ keen cletEr„n-ined by bo~ad counsel, the City and the 1J-riderwi~ter to be sat7sfactory in all respects lbr financi:ag purpoaes. The Underwriter. may, at its. opia.on, form a group of ix~.vestment banking firrri~ ('~Undez-writiu~,r Group") fu-r. tike purpoho of znaki.~i~T the offer a:nd underwriting and selling the Bands, and references to Underwriter herein wi],1 include such U•n.d`erwr~ting Group as the context requires. 3.2 :Provided the purchase. price; inteTest~_rates, anal public oaring price are determned~in, gpod faith: to be satisfd.ctciry tc, City auci i:o Underwriter, C;itp wi7.t agree to sell to TTnd~rwr~iter and Underwriter wi11 agree to purchaso the Bond.S on a mutually agreeable Closing -date. at such price ~8rtd interest rate for sale to the public at such public ofi~erin~* price, or at such other public ofieriug price or pr-ices as Underwriter det.~rn~ines in good faith to be -appropriate in view of market conditions anti other factory affectirr,g price at the-time of the public offering; provided tbat TJndErwritei-'will not'be;obligated to purchase the Bonds on the closing Bats >f it determines zn. good faith that the :Bonds. a.z-e not markotable as a result of market conditions ar because of cozldit7otls beyond the control of Unde~-wL'ter..If Underwriter decides not to purchase the Ponds, City shall be entitled to work with any other underwriter of its: choice in marketing the particula-r Bonds: at issue. If' City does utilize axzother underwriter as herein provided,. this shall not affect the terms and Condita:ons of this Agreement in relation to other Bond sales ~.uring the. effective dates of this Agreement. 3.3 purchase price to be paid: to the City by the ITnderwriter will be set so tb~:t the differenGe..(i.e., underyvriting discount) between the purchase price and. the total of~'erin g Price to'the public of the Bonds will total not more than 1.75%a. ~y ,~ - ~ ~~~ ' 4.0 `T.Tnelerwriter profit and Expenses 4.J.City~;~hal]: k~e bi.:Ll.ed for and pay ciirc:ctly' tihe fL~s t~rici: ~xpeu~us uf~iL~, legal couns'eI, bond counsel, en~~;ineers, and any other experts retained by the City (e.g., bond paying agent, arbitrage calculations, opinion, etc.). `I`he City also shall pay all costs cu.stomaz~ly paid. in con-riectioil with issuance of bonds including printng the Bonds and other documents other than the disclosure docum.ents_ ~ ' 4.2 Contingent on the Bonds being sold`to and purcb.aged by Underwriter,. City will Teimburse.TJnderwrzter frUUZ ~G Bond proceeds out of .~ ~ 's direct out-of=poc:~et :costs and expenses in-enrred lxn rodering the rvices describEd in this A~7reement in connection . with Ruch Bond issue u~:cludug but not limited to those set forth below. Said costs and expenses. exclusive of iten?~s '7 through 11 below are estim:a,t~d to be approxuw.ately~ $ x;000. Items 1-6 of esfamatecl costs arid, expenses will be bil],ed to Gity, without itemi.zaL-on; Items 7-11. will be itemizedwhen submitted to City far d expenses of IJnde~=wr~ter will be provided for onto Bond eroceed5~and will. be sh _ P ~' _ ~ ~ own as a seprxrate line iteu~ total under "costs of issuauae." Re%mburs~ment of said .costs and exp~nseti (te,ms 1-11) to Underwriter i.s in addition to payment of Underwriter's discount as speci.£ied in para~-aph :3.3. 1. Long distance telephone calls; l_ ~ Photocopying, 3. ~`acsu~.ile transmissions; 4_ Photographic work; 5. -~Egulatory .Agency'Fees; s. 'l~ransportxti,on, meals, and lodging; 7. ~'repara.ton and printing of Bond disclosure d~curaents; S. UriGi71a1 Issue .Discount; 9. Underwriter's counsel (if necESSary); 10. Credit Enhancements (i.e., LOC or bond insurance); and 11. Band Ratan.g Agency Fees. 4.3 Rei.~nbursement for ~C7'nderwriter's costs and. expenses is payable on Uuderwritc~r'~ payment for the Bonds, .subject to lJuderw~ri.tc;r's subn:ii5sou of an iuvoace. 4.4 It:is understood and.agreed that City shad not be required to pay a fee or other compensation to-Underwriter for services provided to City under this Agreement. Tt is understood that- IJnderwrxtor's compensation or profit is to came from. the dil~'exeuce between the price paid: to the Cityfbr eachtissuo of :t3oncis o..ud the public ofl'erul~ price tkrereo,f and that Underwriterwill xecei've no fee or other compensation front the City. It also is understood and agreed that. City will not reimburse Underwritex•'s direct otit-of-pocket costs, as referenc~:d in paragraph 4.2, far a bond. issue unless the Bonds are purc~b.3.sed and paid for by Underwriter. 1f'!1i', z~ _mn..,„msa. ' -~„~.-." ' ',l. a . s. ~lwx ~i , .i V e!l'r1 ~ac~ k.,- i ~uuu ' ~.,.. ~;.0 Certification, - No Co,aflct Und:erwriter.certfies that it has no interESt, either direct or contingent, in any properly or contract arising from or affected by the Assessment 7~istrict within the City of F'etalun~i, except as 'Underwriter under Agreement_ ~~ 6.0 Classification, of Felationship It is egpressfy -wnderstood and agreed and City hereby recognizes that in_perforrniug their activities, Viielerwriter is acting solely on its own behalf and nat on behalf of the City aadd that any proposal., for tltkiucng will be to pu_rc1~a.~e Bonds from the G`iLy~ for ttic; Underwriter own .account for resale, Nothing herein shall be coustrueci to make tho lnderwriter au employee or fi~i.azi.eial, fisc~~1, or othez- advisor of or consultant to the City, or t4 establish. any~iiuancial advisory or ~ducu~ry relationship .between the City and ~CTnderwriter.: 7.0 I~totces All notices and other com~unieations required or permitted to be given under this A.gxeem~nt s}aall. ~be in w.~.ti:ng' and: s~11 be pe-rson.ally served or ulaiJ.ed, postage prepaid, addressed to the respectz-ve parties as foIla-ws: 'T'o City: Dao'd Spilm.an Airector a#' 1~~inance 1~ English Street Petaluma, CA 94952-2610 'po Underwriter: IvZPA P.O. I3ox 26690 San Francisco, CA 94126 WHEREFORE, the Parties have executed this Agreement as of the day of 1990. CITY OF PETA:LUIVI~ ~ MARK PRESSMAN ASSOCIA.TLS / ` ~?