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HomeMy WebLinkAboutContracts & Agreements_41-1991_CCv0001.pdf AGREEMENT FOR UNDERWRITING SERVICES THIS AGREEMENT, made this 6th day of September 1991, by and between the City of Redlands, California (hereinafter called the "City") and N. K. McPhail & Co., Solana Beach, California (hereinafter called the "Underwriter"): WITNESSETH : WHEREAS, the City proposes to initiate Community Facilities District proceedings for the acquisition and construction of infrastructure facilities and a fire station (the "Project"); 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 bond underwriter experienced in underwriting Mello-Roos Bonds, to assist in financial planning, to purchase the bonds at negotiated sale, and to facilitate the sale and distribution of the bonds; and WHEREAS, the City has determined that the Underwriter is qualified by training and experience to perform said services; NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Underwriter and Underwriter hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth. The Underwriter shall perform in a diligent manner the following services: 1. Assemble, review and analyze available financial and economic data and information which may have a general bearing on the program for financing the Project. 2. Based on the foregoing analysis, prepare a general review and description of the Project and outline the possible methods of financing such Project, the advantages and disadvantages of each method, the general legal and practical requirements or restrictions applicable to each method and their attendant costs. 3. 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 obligations 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 obligations, covenants and other provisions in order to secure the best possible interest rate on the obligations. 4. Prepare the text and other material for an Official Statement describing the Project, the obligations, their security, and economic and financial information on the City. 5. If it is appropriate or desirable for any other public entity or non-profit corporation to participate in accomplishing the financing for the Project, the Underwriter, in order to achieve maximum coordination of the proposed financing, shall upon receipt of the approval of such other public entity or corporation, also serve as the underwriter for such public entity or corporation under the terms and conditions hereof. 6. The Underwriter 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 described or requested and consult with the City as to financial aspects of any specific project then being considered. 7. Unless the private sale of the City's obligations is prohibited by law, the City and the Underwriter shall enter into a purchase agreement for the sale of the City's obligations to the Underwriter as may be mutually agreeable to the City and the Underwriter. The purchase of such obligations shall be subject to the standard and customary conditions of obligations of a similar nature including an unqualified approving legal opinion of Bond Counsel with respect to the validity and tax-exempt status of such obligations. The City has retained the law firm of Best, Best & Krieger as Bond Counsel for the project. That firm is hereby accepted as a "nationally recognized" Bond Counsel for purpose of this provision for so long as the agreement between City and Bond Counsel shall remain in effect. It is understood that the Underwriter's compensation may be greater than the discount to the extent that market conditions allow obligations to be resold at a price in excess of their par value. The reasonable expectation of such premium, if any, shall be taken into account in determining the interest rate or rates and discount on the obligations. The Underwriter hereby specifically agrees to use its best good faith efforts in establishing the interest rate or rates and discount on the obligations. 8. In accordance with the terms and conditions of the purchase agreement, the Underwriter shall, from the obligation spread, bear all sales, management, underwriting and out-of-pocket costs and expenses, including , without limitation, its counsel, travel, telephone, telegraph, stenographic work and the like, incurred by the Underwriter in performing the Underwriter's duties and obligations, unless the City specifically agrees in writing to the payment of such costs. The Underwriter is not responsible for and shall not be held liable for any other expense or expenditure in connection with the financing program. 9. The term of this Agreement shall be two (2) years from the date hereof, but may be canceled without cause by either party by giving the other party thirty (30) days written notice of such cancellation. Said notice to be sent certified mail to the following address: QTY QE REDJLA—NDS UN—DWRITER P.O. Box 3995 Norman K. McPhail Redlands, Ca. 92373 N.K. McPhail & Co. 930 Via MU Cumbres Solana Beach, Ca. 92075 10. This Agreement shall not be amended except upon the express written Agreement of the parties hereto to such amendment. 11. This Agreement and any documents or instruments attached hereto or referred to herein integrate the terms and conditions mentioned herein or incidental hereto, and supersede all negotiations and prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions or provisions of this Agreement, and any such document or instrument, the terms and conditions of this Agreement shall prevail. IN WITNESS VMEREOF, said City, has caused this Agreement to be properly executed as of the date hereinabove set forth. City of Redlands B N. K. McP AGREEMENT FOR UNDERWRITING SERVICES THIS AGREEMENT, made this 6th day of September 1991, by and between the City of Redlands, California (hereinafter called the "City") and N. K. McPhail & Co., Solana Beach, California (hereinafter called the "Underwriter"): WITNESSETH : WHEREAS, the City proposes to initiate proceedings to finance the acquisition and construction of the solid waste facilities (the "Project"); 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 bond underwriter experienced in underwriting revenue bonds and other obligations, to assist in financial planning, to purchase the bonds at negotiated sale, and to facilitate the sale and distribution of the obligations; and WHEREAS, the City has determined that the Underwriter is qualified by training and experience to perform said services; NOW, THEREFORE, it is mutually agreed as follows, to wit: The City hereby employs the Underwriter and Underwriter hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth. The Underwriter shall perform in a diligent manner the following services: 1. Assemble, review and analyze available financial and economic data and information which may have a general bearing on the program for financing the Project. 2. Based on the foregoing analysis, prepare a general review and description of the Project and outline the possible methods of financing such Project, the advantages and disadvantages of each method, the general legal and practical requirements or restrictions applicable to each method and their attendant costs. 3. 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 obligations 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 obligations, covenants and other provisions in order to secure the best possible interest rate on the obligations. 4. Prepare the text and other material for an Official Statement describing the Project, the obligations, their security, and economic and financial information on the City. 5. If it is appropriate or desirable for any other public entity or non-profit corporation to participate in accomplishing the financing for the Project, the Underwriter, in order to achieve maximum coordination of the proposed financing, shall upon receipt of the approval of such other public entity or corporation, also serve as the underwriter for such public entity or corporation under the terms and conditions hereof. 6. The Underwriter 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 described or requested and consult with the City as to financial -aspects of any specific project then being considered. 7. Unless the private sale of the City's obligations is prohibited by law, the City and the Underwriter shall enter into a purchase agreement for the sale of the City's obligations to the Underwriter as may be mutually agreeable to the City and the Underwriter. The purchase of such obligations shall be subject to the standard and customary conditions of obligations of a similar nature including an unqualified approving legal opinion of Bond Counsel with respect to the validity and tax-exempt status of such obligations. The City has retained the law firm of Best, Best & Krieger as Bond Counsel for the project. That firm is hereby accepted as a "nationally recognized" Bond Counsel for purpose of this provision for so long as the agreement between City and Bond Counsel shall remain in effect. It is understood that the Underwriter's compensation may be greater than the discount to the extent that market conditions allow obligations to be resold at a price in excess of their par value. The reasonable expectation of such premium, if any, shall be taken into account in determining the interest rate or rates and discount on the obligations. The Underwriter hereby specifically agrees to use its best good faith efforts in establishing the interest rate or rates and discount on the obligations. 8. In accordance with the terms and conditions of the purchase agreement, the Underwriter shall, from the obligation spread, bear all sales, management, underwriting and out-of-pocket costs and expenses, including , without limitation, its counsel, travel, telephone, telegraph, stenographic work and the like, incurred by the Underwriter in performing the Underwriter's duties and obligations, unless the City specifically agrees in writing to the payment of such costs. The Underwriter is not responsible for and shall not be held liable for any other expense or expenditure in connection with the financing program. 9. The term of this Agreement shall be two (2) years from the date hereof, but may be canceled without cause by either party by giving the other party thirty (30) days written notice of such cancellation. Said notice to be sent certified mail to the following address: CITY OF REDLANDS UNDER James D. Wheaton Norman K. McPhail City Manager N. K. McPhail & Co. P.O. Box 3995 930 Via Mil Cumbres Redlands, Ca. 92373 Solana Beach, Ca. 92075 10. This Agreement shall not be amended except upon the express written Agreement of the parties hereto to such amendment. 11. This Agreement and any documents or instruments attached hereto or referred to herein integrate the terms and conditions mentioned herein or incidental hereto, and supersede all negotiations and, prior writing in respect to the subject matter hereof. In the event of conflict between the terms, conditions or provisions of this Agreement, and any such document or instrument, the terms and conditions of this Agreement shall prevail. IN WITNESS WHEREOF, said City, has caused this Agreement to be properly executed as of the date hereinabove set forth. City of Redlands Byrt N. K. McPw6c-co.