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HomeMy WebLinkAboutContracts & Agreements_34-2003_CCv0001.pdf � m' URBAN FUTURES INCORPORATED Finance ' Redevelopment ' Implementation ' Planning February Z7, 2003 Mr. John Davidson, City Manager City 0fRedlands 35 Cajon Street, Suite 200 Redlands, CAq2373 Dear Mr. Davidson: Thank you for the opportunity topresent this proposal to provide pricing consultant services tothe City of Redlands. U is our understanding that the City of Redlands will soon be issuing its 2003 Series A Certificates of Participation (the "C{}Pa") refunding in the approximate amount of $19,500,000. Din also our understanding that the City desires to engage o pricing consultant to advise the City during the au|c of the refunding C(lT/o. Urban Futures,Inc. iowell-qualified io assist the Agency in uchicvin� its goals. Since our founding, TTFIhas served over l50governmental entities iovarious capacities. /\afinancial advisors orpricing consultants wchave been involved inover$4,UUO,000,U0Oworth oftransactions. Urban Futures, Inc. in ufu|| service municipal consulting firm serving local government pdcnmi|y inthe State ofCalifornia. The firm was founded in |Q72and has existed inits present form since 1074. T1inthe largest singularly owned, municipal consulting firm iothe State. [l[Iinoclosely held California corporation and serves as the controlling, c0o1Vony for Urban Futures Bond Administration,Inc. ([lPBAT , the nation's largest bond administrator. TT[BAJserves clients inover six states and currently iuthe Tax Credit Auditor for the State o[California. llFQ8Ishares offices v/iiblJIIin /be City of{)zun�e, (�u|jforniu. Our goal as ufirm in to ca\ub|isb long-term re|uduuahipa with c|icn{S' as such we Yuloo each and everyone o[our clients. This would also hcour goal iothe City ofRedlands. Again, thank you for the opportunity k)submit this proposal. Vyewould welcome the opportunity tnwork with you and the members of the City Council and the other members of the financing team. Please feel free to call rnci[you have any questions. CITY OF REDLANT]S Sincerely, Terms of employment approved this URBAN FUTURES, INC. 4th day of March, 2003: IN By Marshall F. Linn Karl N. Haws', Mayor' President Attest: Lor Poyzer,7 Crestview Corporate Center m/w,Tustin Avenue,Suite zao�.ge.CA,xxm'o`~^ — PRICING CONSULTANT SERVICES It has been and will continue to be Uffs approach as pricing consultant to be independent from real or perceived conflicts of interest and to preserve absolute impartiality in providing financing advice. The relationship should be one of mutual confidence and trust, and the client should feel comfortable that the pricing consultant will represent and protect its interests throughout the term of the engagement. This is more a statement of philosophy, but it is one we believe in and adhere to in the conduct of our business. 1. Continue to update and monitor market conditions including interest rate "spreads" between various tax-exempt and taxable securities, financing schedules and reinvestment opportunities up until the actual marketing and pricing of the COPs. 2. After reviewing all CON documents including the Official Statement, Indenture of Trust, and investment agreements, UFI will provide the client with a "Fairness Opinion" relative to the proposed sale of COPs including the pricing structure, interest rate levels, interest rate "spreads", reinvestment structures, costs of issuance, underwriting and other investment banking fees. 3. Assist the client in the final closing of the financing and investment of proceeds. 4. Post-Bond Sale follow-up: A. Working with the City's underwriter,prepare and furnish the City with a table of debt service which will include semi annual and annual payments of principal and interest, table of sources and uses of funds from the proceeds of the financing,and a complete cash flow analysis of the financing which will "track" the flow of funds, investment earnings, pledged revenues, and debt service payments. Z:1,00FmM.i.1WPro M.s,Js'Red1a.&_F1qAd­pJ 1 j,2127103, PROFESSIONAL FEE Our fee to provide the City with pricing consultant services is $12,500. Our fee is contigent upon the sale of the securities and is payable out of the COP proceeds. REFERENCES James C. Gilley, City Manager Ed Hatzenbuhler, City Manager CITY OF LANCASTER City of Norco 44933 N. Fern Avenue 2870 Clark Avenue Lancaster, CA 93534 Norco, CA 92866 (805)723-6006 (909) 270-5611 Financial advisor services for 75+financings. Financial advisor services for 12+ offerings. G. Michael Milhiser, City Manager Sam J. Racadio, City Manager CITY OF UPLAND CITY OF HIGHLAND 460 North Euclid Avenue 27215 E. Base Line Street Upland, CA 91785-0460 Highland, CA 92346 (909) 931-4103 (909) 864-8732 Financial advisor services for 10 offerings. Financial advisor services for 8 offerings. Bob Adams, City Manager CITY OF MANTECA 1001 W. Center Drive Manteca, CA 95337 (209)239-8400 Financial advisor services for 8+financings. DISCLOSURE Urban Futures, Inc. does not participate in, nor does it support any lobbying efforts. Neither the firm nor any employee has ever been the subject of a SEC, NASD, MSRB or any state, federal or local government inquiry or investigation. UFI is not a signatory to the SEC's voluntary ban on political contributions. T,`4.M?Tuair'ia2';fri7PcvlastFsiReci:rxls Finrluv.wsxi 2 It,M7/0" ' PRINCIPAL RESUMES MARSHALL f. LINN President Marshall Linn has more than 38years o[municipal and private consulting experience con)binedvvitb professorships at both the University of California, Irvine Campus and California State Polytechnic University, Pomona. Over the |u8t 27 years Mr. Linn has specialized in the preparation and irup|ccnoutud0n of more than 150 redevelopment plans. As u financial advisor, Mr. Linn has participated in more than 250 bond issues, including 50 aiog|c-[urui\y and multi-family mortgage revenue bond issues, totaling over four billion dn||o[y in tax exempt securities. He has also served as financial advisor for over 150 tax allocation notes, bonds and Certificates of Participation, lease revenue bonds, sewer and water revenue bonds and other miscellaneous type of transactions. Education: Bachelor ofScience Degree, Economics; Master's Degree, Urban Planning, University ofSoutboznCalifornia. DOUGLAS P. ANDERSON Vice President Douglas Anderson in expert in the areas of tax revenue ono]yaia and bond odudoiStro/ On. He is responsible forthe administration of single-family and multi-family mortgage revenue bonds,uawell usthe analysis and development o[couoyiypeaofmunicipml |inuncing. The single-family mortgage revenue bond portfolio, for which Mr. Anderson is responsible, consists of more than 45 issues, representing over two billion dollars o[tax-exempt financing. Mr. Anderson inresponsible for the research and analysis necessary to structure tax allocation bond issues, including tax increment revenue projectionsand analysis ofthe revenue created bynew development. Prior/ohis work with Urban Futures,Mr. Anderson completed ucommercial officer training program with First Interstate Bank of California that included comprehensive training in commercial finance, housing and credit analysis. Mr. Anderson has been with Urban Futures for over 14 years. Education: Mr. Anderson earned uBachelor ofScience Degree from San Diego State University in Business Administration, with uflnuoot colpbuuiu. 3 CLIENTS SERVED REDEVELOPMENT AGENCIES/CITIES AND INSTITUTIONAL CLIENTS THAT URBAN FUTURES,INC. HAS SERVED Adelanto Fresno County Orange Alameda County Garden Grove Orange County Anderson Glendora Oxnard Apple Valley Gonzales Parlier Arroyo Grande Grand Terrace Pasadena Azusa Greenfield Pico Rivera Bakersfield Gridley Pismo Beach Baldwin Park Grover Beach Pittsburg Banning Hanford Pomona Barstow Hawaiian Gardens Rancho Cucamonga Bell Gardens Hesperia Rancho Palos Verdes Belmont Highland Redondo Beach Big Bear Lake Holtville Reedley Blythe Huntington Beach Rialto Brawley Huntington Park Ripon Brisbane Hughson Rocklin Buena Park Indio San Bernardino Calabasas Industry San Diego,City Calipatria Lafayette San Diego,County Calexico Lancaster San Dimas Carson La Verne San Francisco Cathedral City Lawndale San Juan Capistrano Ceres Lemoore San Luis Obispo,City Cerritos Lindsay San Luis Obispo,County Coalinga Livingston San Leandro Colton Loma Linda Santa Ana Commerce Los Angeles,City San Buenaventura Corona Los Angeles,County Santa Paula Costa Mesa Los Banos San Fernando Covina Manhattan Beach San Jacinto Crescent City Manteca Shasta Utility District Cudahy March Joint Powers South El Monte Delano Authority Stanislaus County Desert Hot Springs (Military Base Reuse) Stanton Dinuba Maywood Susanville Downey Mendota University of La Verne Duarte Merced Upland Economic Development Montebello Ventura Corporation-Southwest Riverside Monterey Park Victor Valley Economic County Moorpark Development Authority El Centro Morgan Hill (Military Base Reuse) Exeter Murrieta Walnut Farmersville Needles Nest Corina Fillmore Norco Westminster Firebaugh Oceanside Winton Folsom Ontario Yorba Linda Fort Bragg Ontario Local Fountain Valley Redevelopment Authority Fowler (Military Base Reuse) Fresno Z:`:{)pFiztatx:a[?C'rOPtts�ro:als,R ittit> _Fin_tdv.wpci 4 j,Q 27/03 REPRESENTATIVE BOND ISSUERS AND/OR ADMINISTRATION CLIENTS Azusa Moorpark Redevelopment Agency Big Bear Redevelopment Agency Moreno Valley Barstow Murrieta Blythe Murrieta Joint Powers Authority Blythe Redevelopment Agency National City Brawley Norco Brawley Redevelopment Agency Norco Redevelopment Agency Calabasas Oceanside Calexico Ontario Redevelopment Agency Calexico Community Redevelopment Agency Orange County California Statewide Community Development Authority Orange County Redevelopment Agency (CSCDA) Oxnard Camarillo Palmdale Cathedral City Paramount Cathedral City Redevelopment Agency Pasadena Community Development Commission Clovis Phoenix,Arizona Colton Redevelopment Agency Pittsburg Concord Pomona Covina Pomona Redevelopment Agency Covina Redevelopment Agency Port Hueneme-Covina Housing Finance Agency Covina-Rancho Cucamonga-Calexico-Downey Housing Finance Rancho Cucamonga Agency Redlands Delano Redevelopment Agency Rialto Dinuba Riverside County Dinuba Redevelopment Agency Sacramento County Duarte Redevelopment Agency San Bernardino County El Monte-Downey-San Jacinto Housing Finance Agency San Buenaventura-Covina Housing Finance Agency Encinitas San Diego County Escondido-Chula Vista Housing Finance Agency San Diego County Housing Authority Firebaugh Redevelopment Agency San Jacinto Fresno San Juan Capistrano Redevelopment Agency Garden Grove San Leandro Highland San Marcos Highland Redevelopment Agency Simi Valley Huntington Park Redevelopment Agency Southern California Home Financing Authority(SCHAFA) Indio Stanton Lancaster Stanton Redevelopment Agency Lancaster Housing Authority Thousand Oaks Lancaster Redevelopment Agency Union City Lemoore Upland Lemoore Redevelopment Agency Vallejo Lindsay Redevelopment Agency Victorville Livermore Vista Loma Linda Walnut Improvement Agency Los Angeles County Westminster Manteca Westminster Redevelopment Agency Manteca Redevelopment Agency Winton Montebello Redevelopment Agency Yucaipa Montebello-Oxnard Housing Finance Agency Monterey Park Moorpark 5 J"'2121/0" BEST BEST & KRIEGER LLP a california limited liability partnership including professional INDIAN WELLS corporations SAN DIEGO (760) 568-2611 LAWYERS (619) 525-1300 — 3750 UNIVERSITY AVENUE ONTARIO POST OFFICE BOX 1028 ORANGE COUNTY (909) 989-8584 RIVERSIDE, CALIFORNIA 92502-1028 (949) 260-0962 (909) 686-1450 SACRAMENTO (909) 686-3083 FAX B8XLAW.COM (916) 325-4000 March 3,2003 Honorable Mayor and Members of the City Council of the City of Redlands 30 Cajon Street Redlands,California 92373 Re: Agreement for Bond Counsel Services for Refunding Certificates of Participation Ladies and Gentlemen: This letter is intended to serve as an agreement between the City of Redlands(the"C'it�1") , and Best,Best&Krieger("BB&K")with respect to the provision of bond counsel and disclosure counsel legal services by BB&K to the City in connection with the issuance of its proposed 2003 Refunding Certificates of Participation (the "Refunding COPs") to refund the City's outstanding 1993 Refunding Certificates of Participation. Services: We will confer and consult with City staffon all matters relating to lease financings including participation in the review and selection of appropriate financing methods. We will assist the City in identif�ing the most advantageous method of financing based upon our experience and we will attend all meetings of the City's staff,consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing. Our bond counsel services will include the preparation of all agreements, resolutions, notices,certificate forms and all other legal documents required by California law for the execution, sale and delivery of the Refunding COPS. We also will review the official statement prepared for the financing, and attend all meetings in which any action in connection with the proceedings is to be taken. We will also review any purchase contract pursuant to which the underwriter proposes to purchase the Refunding COPS. Subject to completion of the financing to our satisfaction,BB&K will issue its approving legal opinion to the purchasers of the Refunding COPS to the effect that all proceedings have been legally RVPUBTJW6485-16 LAW OFFICES OF BEST BEST & KRIEGER LLP Honorable Mayor and Members of the City Council of the City of Redlands March 3, 2003 Page 2 undertaken for the authorization,execution,sale and delivery of the Refunding COPs,or other transactions relating to the financing and that interest paid with respect to the Refunding CON is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax. We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. Our disclosure counsel services will include the gathering of necessary information and preparation of a preliminary official statement and final official statement for the financing and the preparation of a continuing disclosure agreement in order to satisfy the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Finally,we will confer and consult with City officials with respect to problems which may arise during the period of servicing and payment of the Refunding COPs and provide any and all other Zn services commonly expected of special counsel. Our bond counsel fee for the foregoing legal services will be based upon the following schedule: Total Amount of Bond Counsel Refundini!COPs Authorized Fee $5,000,000 or less $30,000 $5,000,000 to$14,999,999 $3)0,000 plus .20% of the excess over $5,000,000 $15,000,000 or more $50,000 plus .10% of the excess over $15,000,000 Our fee for disclosure counsel services will be$15,000. Our bond counsel and disclosure counsel fees will be payable only upon completion and sale of the Refunding CON from the proceeds of the financing, and not otherwise. If other services are requested by the City which are not within the scope of those outlined above, they will be performed on a time basis at the hourly rate of the attorneys involved. In the event this financing is not completed for any reason,the City will have no liability for any fees incurred by our firm with respect to the financing. RVPU13'xFJWx648526 LAW OFFICES OF BEST BEST & KRIEGER LLP Honorable Mayor and Members of the City Council of the City of Redlands March 3, 2003 Page 3 In addition to the above fee,we will be reimbursed by the City for any out-of-pocket expenses incurred by us in the course of our employment,such as long distance telephone calls,facsimile telephone transmission, messenger and courier services, travel at the request of the appropriate City officials, duplicating and the like. We do not expect our expenses to exceed$3,000. ffthe proposal set forth in this letter is acceptable to the City,please have an appropriate officer of the City sign,and return a copy of this letter to me. Very truly yours, Francis J. Baum of BEST BEST& KRIEGER LLP TERMS OF EMPLOYMENT APPROVED THIS 4th DAY OF MARCH, 2003 Authorized Officer of the City,of Redlands Karl N. Haws, Mayor FJB*,j'cq ATTEST: Lot i ty�Clerk RV11t111,FJ13164851-6 AGREEMENT FOR INVESTMENT BANKER/UNDERWRITER'S SERVICES THIS AGREEMENT, effective the 4th day of March 2003, is by and among the City of Redlands (the "City"), a municipal corporation., duly organized and validly existing by virtue of the laws and Constitution of the State of California. and O'Connor Southwest Securities, Newport Beach. California (the "Investment Bank-er,,Undenvriter"), a firm fully registered with the United States Securities and Exchange Commission and the National' Association of Securities Dealers. WITNESSETH WHEREAS, the City desires to engage in the issuance of bonds. notes, or other evidences of indebtedness to be issued by the City, or some other related City entity for any lawful purpose (hereinafter the "Bonds"); and WHEREAS, the City desires to appoint the Investment Banker,Underwriter to serve the City as its sole, senior manager and underwrite the Bonds on a negotiated basis,and WHEREAS, the Investment Banker./Underwriter desires to perforin such investment banking/undenvrriting services, and, in the course of acting in such capacity, and solely for such purposes, rendering advice to the City, including advice with respect to the structure, timing, terms,and other similar matters concerning a new issue or issues of Bonds: NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto(each a "Party" and., collectively, the "Parties")hereby aaree as follows: Section 1. Term. This Agreement shall commence upon the effective date of this agreement and may be terminated by any party by giving sixty (60) days written advance notice to the other Parties, with such termination becoming effective as of the sixty-first (61st) day following such provision of written notice. Section 1 Services To Be Provided. The City hereby hires the Investment Banker/Underwriter, and the Investment Banker,Underwriter hereby agrees to provide investment bankinalunderwriting services to the City in connection with the issuance of Bonds, including the original issuance of such Bonds and the reftinding, remarketing or other disposition of such Bonds. The Investment Banker"Underwriter shall be, and the City shall recognize the Investment Banker/Undenvriter as, the sole senior Investment Banker,Underwriter with respect to any such issue of Bonds. The Investment BankeriUndenvriter shall provide to the Citv, in connection with such Bonds, advice with respect to the structure, timing, terms and ,other similar matters concerning such Bonds, all as more fully set forth in this Section 2. The Citv and the Investment Banker/Undeinvriter mutually recognize that no "financial advisor relationship". as defined in Section 53590 of the Government Code of the State of California. shall be construed to exist by virtue of this Agreement and that the Investment Bank-er,'Under,,vi-ner shall not be deemed a fiduciary of the City hereby, In its capacity as Investment Banker/Underwriter to the City, the Investment Banker.Underwriter shall perform the following services in connection with each issue of Bonds: (a) The Investment Banker/Underwriter will conduct discussions with the City's legal and other consultants, in the preparation of analyses and/or feasibility reports for project financings, if such analyses and/or reports are to be used in the Official Statement in connection with any such issue of Bonds; (b) The Investment Banker/Underwriter will as required consult with bond counsel, in developing the necessary financing documents under which the Bonds will be issued and secured; (c) The Investment Banker/Underwriter will cooperate with the City's,disclosure counsel and bond counsel in the preparation of the Preliminary and Final Official Statement for each issue of the Bonds (the "Official Statement"), which Official Statement will serve as the primary marketing document for each issue of the Bonds. The Official Statement will present pertinent financial, legal, and economic data in order to, among other things, enable prospective Bond owners to evaluate the credit-worthiness of the Bonds; (d) The Investment Banker/Underwriter will assist the City in developing presentations to nationally recognized rating agencies (Moody's Investor's Service, Fitch Investor's Service and/or Standard & Poor's Corporation), and municipal bond insurance companies if deemed appropriate in the judgement of the City and the Investment Banker/Underwriter; (e) The Investment Banker/Underwriter will develop a market for the Bonds by: (i) Assisting the City in arranging and conducting tours of the City and any prospective Bond financed facility by representatives of institutional investors as the Parties may mutually deem appropriate; (ii) Assisting the City in conducting informational meetings in major financial centers as the Parties may mutually deem appropriate; and (iii) Arranging, on behalf of the City if deemed appropriate by the Investment Banker/Underwriter, informational meetings with institutional investors throughout the United States concerning the Bonds and the security therefor; (f) As the lead or managing Investment Banker/Underwriter, the Investment Bankeri"Underwriter will use its best efforts to accomplish the formal marketing of the Bonds at the earliest date possible consistent with sound investment banking and underwriting principles. The Investment Banker Underwriter(together with any syndicate or selling group)will reoffer 2 the Bonds to the public on the basis of an immediate "bona fide public offering" or through a "private placement", all as more fully set forth in the Contract of Purchase to be entered into with respect to each issue of the Bonds (the "Contract of Purchase"), which shall set forth the definitive interest rates payable with respect to such Bonds and the conditions precedent to the Investment Banker!Underwriter's purchase of such Bonds. Section 3. Compensation and Contracts of Purchase. In connection with the provision of the services outlined herein, the Investment Banker/Underwriter and the City, shall enter into a separate Contract of Purchase in form and substance mutually satisfactory to such Parties in connection with each issue or series of obligations to be underwritten by the Investment Banker/Underwriter. The Investment Banker/Undenvriter shall be compensated for the services it renders under each such Contract of Purchase as set forth therein provided however, that the underwriter's discount specified therein shall not exceed 2.0% of the par amount of the Bonds issued without he express approval of the City. Such Contract of Purchase shall serve to supplement this Agreement but shall not be construed to supersede or terminate this Agreement. Until such Contract of Purchase for each such issue of Bonds shall have been entered into by and between the Investment Banker/Underwriter and the City,which shall specify to the contrary, this Agreement shall be construed as a "best efforts" commitment on the part of the Investment Banker/Underwriter for each issue of Bonds, and the Investment Banker/Underwriter shall have no obligation to purchase or provide for the purchase of such Bonds in the absence of such a Contract of Purchase executed by the appropriate Parties; nor shall the Investment Banker/Underwriter be obligated to enter into any such Contract of Purchase. All fees and costs of O'Connor SWS Securities are contingent upon the successful sale of the Bonds. In the event that the Bonds or certificates are not sold these costs will be waived. The City, at its option, may choose not to issue any Bonds if in its opinion the benefits provided are insufficient to warrant issuance. Section 4. Ownership of Documents. All feasibility studies, economic projections, econometric models, proposals, timing charts, legal documents. and similar items concerning an issue of Bonds being furnished to the City shall nonetheless be construed at all times to be the property of the Investment Banker/Undenvriter. Upon completion of all services to be provided under this Agreement, or in the event that this Agreement is terminated before the completion of all such services, all of the aforementioned documents, and all other materials provided by any person or entity to assist the Investment BankerUndenvriter in performing services under this Agreement shall be returned to the Investment Banker/Underwriter within thirty (30) days of either completion of such services or termination of this Agreement. Section 5. Assignment, The City has entered into this Agreement to receive the professional services of the Investment Bankeri'Underwriter. The Investment Banker/Underwriter will, therefore, not assign to any third Party any portion of the services agreed to be performed by and under this Agreement without first obtaining the written consent of the City. With the City's written approval the Investment Banker/Underwriter may make use of the assistance of other experts possessing unique skills, the use of whom, in the Investment Banker/Underwriter's opinion, will enhance the quality of the Investment Banker/Underwriter's service to the City under this Agreement. _Section 6. Captions. Captions to sections are for convenience purposes only and are not part of this Agreement. Section2 Governing Law. The laws of the State of California shall govern this Agreement _Section S. Entire Agreement. This Agreement, and any Contract of Purchase entered into in connection herewith, constitutes the whole agreement between the Parties hereto with respect to the subject matter hereof, and neither Party nor any of its agents or employees has made any representation except as specifically provided herein. Neither of the Parties in executing or performing this Agreement is relying on any statement of information, to whomsoever made or given directly or indirectly, verbally or in writing, by any individual or corporation, except as specifically provided herein. This Agreement may not be modified or altered except in writing signed by and on behalf of the Parties hereto. THE CITY OF REDLANDS,CALIFORNIA Attest: By: Karl N. Haws, Mayor Lo e Poyzer�, ,/jCFtv Clerk "IMSTMENT BANKER/UNDERWRffEW' O'CONNOR SOUTHWEST SECURITES Fif -0-7 By: 0 ert A.Po Senior Vice President 4 900P OHS SAS 21ONN03,0 OZOZ LTL MZZ 6E:60 to/to/to Section 6. Captions. Captions to sections are for convenience purposes only and are not part of this Agreement. Section 7. Governing Law. The laws of the State of California shall govern this Agreement. Section 8. Entirc�, lreement, This Agreement, and any Contract of Purchase entered into in connection herewith, constitutes the whole agreement between the Parties hereto zn with respect to the subject matter hereof, and neither Part%, nor any of its agents or employees has made any representation except as specifically provided herein. Neither of the Parties in executing or performing this Agreement is relying on any statement of information, to whomsoever made or given directly or indirectly, verbally or in writing, by any individual or corporation, except as specifically provided herein. This Agreement may not be modified or altered except in writing signed by and on behalf of the Parties hereto. "CITY" THE CITY OF REDLANIDS, CALIFORNIA By: "INVESTMENT BANKER/UNDERWRITER" O'CONNOR SOUTHWEST SECURITES B IV: Robert A. Porr Senior Vice President 4