HomeMy WebLinkAboutContracts & Agreements_185-2015_CCv0001.pdf UNDERWRITER ENGAGEMENT AGREEMENT
THIS AGREEMENT is made and entered into this 151h day of September,2015, by and among the Successor Agency
to the Former Redevelopment Agency of the City of Redlands (the "Issuer") and Stifel, Nicolaus & Company,
Incorporated,(the "Underwriter"or"Stifel"),with reference to the following facts:
RECITALS
WHEREAS,the Issuer plans to issue tax allocation refunding bonds (the"Bonds")to refinance the following series
of outstanding bonds(the"Prior Bonds"):
• Tax Allocation Refunding Bonds(Redlands Redevelopment Project)Series 1998A;
• Tax Allocation Bonds(Redlands Redevelopment Project Area),Series 2003A;and
• Tax Allocation Bonds (Redlands Redevelopment Project Area),Series 2007A;and
WHEREAS,the Issuer desires and is authorized by law to retain the services of the Underwriter in connection with
the issuance of the Bonds;and
WHEREAS,the Underwriter agrees to be retained by the Issuer and to provide to the Issuerthe services described
herein;and
WHEREAS,Stifel agrees to act as underwriter,subject to the conditions set forth herein;
NOW therefore,for and-in consideration of the mutual promises, covenants,and conditions herein contained,the
parties hereto agree as follows:
Scope of Services
The Issuer has engaged the Underwriter to perform various services related to the issuance of the Bonds,which
are to be performed within the framework of all relevant rules and regulations. All services are provided on an
arm's length, commercial basis and may or may not be provided in conjunction with services provided by
advisors to the Issuer,such as, but not limited to,a financial advisor or a municipal advisor.
With this understanding, the Underwriter may provide the following services and perform the following
functions with respect to the Bonds:
A. Structuring the Financing
1. The Underwriter will work with the Issuer, its bond counsel, financial advisor, disclosure counsel, and
other members of the Issuer's financing team in evaluating specific terms and conditions affecting the
Bonds with the purposes of meeting the Issuer's financing objectives and assuring appropriate credit
quality;
2. The Underwriter will work with the Issuer to create a feasible and efficient structure for the Bonds in
order to enhance the Bonds' marketability;
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3. In cooperation with Issuer, the Underwriter will assist in the preparation of and/or review of all
documents necessary to implement the issuance of the Bonds, including, but not limited to,authorizing
resolutions, bond indentures, bond purchase agreement, and preliminary and final official statements
distributed to potential investors,as required;and
B. Marketing the Securities
1. The Underwriter will provide information and material as needed to support presentations for rating
agencies and/or bond insurance companies;if requested;
2. The Underwriter will coordinate printing and distribution of the preliminary and final official statements;
3. The Underwriter will provide market information on the timing of the sale of the Bonds in relation to the
market conditions and financing needs;
4. The Underwriter will arrange for distribution of the final official statements in accordance with Section
240.15c2-12 of Title 17 of the Code of Federal Regulations; and
5. The Underwriter will serve as sole managing underwriter of the Bonds, which obligation is conditioned
upon the execution of a mutually satisfactory bond purchase agreement and other customary
documentation, and coordinate with all parties so as to consummate the sale and delivery of the Bonds
in a timely manner.
Regulatory Disclosure
Issuer is aware of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the
Securities and Exchange Commission's adopted rule commonly known as the "Municipal Advisor Rule" (SEC Rule
1513a1-1 to 156a1-8-"the Rule")and the underwriter exclusion from the definition of"municipal advisor"for a firm
serving as an underwriter for a particular issuance of municipal securities. Some of the services that the-Stifel will
be called upon to perform, such as providing advice with respect-to_the sizing,structure,-timing and terms of the
Bond issuance, are services that are also commonly provided by financial advisory firms.
However, in providing such services for the Bonds, the parties understand and agree that Stifel is serving as an
underwriter for this transaction and is permitted to give advice and recommendations under the "underwriter
exclusion" provision of the Rule. Issuer agrees that Stifel will not be serving as the Issuer's financial advisor or
acting as an agent or fiduciary for the Issuer and that the Issuer will be consulting with its own legal,financial and
other advisors. This Agreement and relationship shall be either executed, approved or acknowledged by the
governing board of Issuer(the"Governing Board").
Disclosures Required by MSRB Rule G-17 Concerning the Role of the Underwriter
1. Municipal Securities Rulemaking Board ("MSRB") Rule G-17 requires an underwriter to deal fairly at all
times with both municipal issuers and investors.
2. The underwriter's primary role is to purchase securities with a view to distribution in an arm's-length
commercial transaction with the Issuer.The underwriter has financial and other interests that differ from
those of the issuer.
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3. The underwriter does not have a fiduciary duty to the issuer under the federal securities laws and is,
therefore, not required by federal law to act in the best interests of the issuer without regard to its own
financial or other interests.
4. The underwriter has a duty to purchase the securities from the issuer at a fair and reasonable price, but
must balance that duty with its duty to sell the securities to investors at prices that are fair and reasonable.
5. The underwriter will review the official statement for the securities in accordance with, and as part of, its
respective responsibilities to investors under the federal securities laws, as applied to the facts and
circumstances of this transaction.
Disclosures Concerning the Underwriter Compensation
The underwriter will be compensated by a fee and/or an underwriting discount discussed below and that will be
set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of
the securities. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the
transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the
principal amount of the securities. While this form of compensation is customary in the municipal securities
market, it presents a conflict of interest since the underwriter may have an incentive to recommend to the
Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is
necessary.
Conflicts of Interest Disclosures
Stifel has not identified any=additional potential or actual material conflicts that require disclosure.
Disclosures Relating to Complex Municipal Securities Financing
Since Stifel has not recommended a "complex municipal securities financing" to the Issuer, additional
disclosures regarding the financing structure for the Issue are not required under MSRB Rule G-17.
However, if Stifel recommends, or if the Issue is ultimately structured in a manner considered a "complex
municipal securities financing" to the Issuer, this letter will be supplemented to provide disclosure of the
material financial characteristics of that financing structure as well as the material financial risks of the financing
that are known to us and are reasonably foreseeable at that time.
Limitation of Duties
The Issuer acknowledges and agrees that Stifel is not making a commitment to extend credit, make a loan or
otherwise refinance the Prior Bonds beyond the obligations contained in a mutually satisfactory bond purchase
agreement. The Issuer acknowledges that the services provided under this Agreement involve professional
judgment by Stifel and that the results cannot be,and are not,guaranteed.
As addressed above, among the services that Stifel will perform under this Agreement is assistance in
preparation of,and/or review of the preliminary and final official statements for the Bonds. We note, however,
that under federal securities law,an issuer of securities has the primary responsibility for disclosure to investors.
Our assistance with respect to, and/or review of the official statement will be solely for purposes of satisfying
our obligations as underwriter under the federal securities laws and such assistance and/or review should not be
construed by the Issuer as a guarantee of the accuracy or completeness of the information in the official
statement.
Expenses
The Issuer, from the Bond proceeds incorporated into the underwriter's discount,will pay the Underwriter's costs
incurred in the performance of this Agreement, including costs of its legal counsel, standard deal expenses as
presented in the original proposal,communication,sales commission,and reasonable miscellaneous expenses.
The Issuer, from the Bond proceeds or other lawfully available funds, will pay for legal fees, including disclosure
counsel, bond counsel and City attorney; rating agency and credit enhancement fees including all related travel (if
any);the cost of appraisal,fiscal consultant,statistical, computer,and graphics services(if any),cost of printing and
distribution of the official statements and expense of publication,advertising,and informational meetings;and the
costs of fiscal agent or bond trustee and registrar.
Compensation
The Underwriter agrees to prepare and coordinate all aspects of the sale of the Bonds. Stifel will be paid only
when the Bonds are sold. The fee for Stifel's preparation and coordination of the sale of the Bonds shall be $4.34
per$1,000.00 of Bonds sold.The underwriting fee is contingent on a successful sale of the Bonds and is payable
from the proceeds of the Bonds.
Term of Agreement
This Agreement is to continue until the Prior Bonds are refinanced or until the Governing Board formally abandons
the refinancing of the Prior Bonds, unless previously terminated by mutual written consent of the parties hereto.
This Agreement may be terminated at any time by the Issuer,upon five business days'prior notice to such effect to
the Underwriter, or by the Underwriter upon five business days' prior notice to such effect to the Issuer. Any such
termination,however,shall not affect the obligations of the Issuer under the Expenses section hereof.
Severability of Provisions
If any provision of this Agreement is held invalid,the remainder of the Agreement shall not be affected thereby if
such remainder would then continue to conform to the terms and requirements of applicable law.
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Governing Law
This Agreement, and the rights and obligations of the parties hereto,shall be construed,interpreted and enforced
pursuant to the laws of the State of California, and exclusive venue in any and all actions existing under this
Agreement shall be laid in the action or proceeding which Issuer or Underwriter may be required to prosecute to
enforce its respective rights within this Agreement. The unsuccessful party therein agrees to pay all costs incurred
by the prevailing party therein, including reasonable interest and attorney's fees, to be fixed by court, and said
costs, interest, and attorneys' fees shall be made a part of the judgment in said action. Prior to the
commencement of any litigation concerning this Agreement, the Issuer and the Underwriter agree to first submit
any disagreements to mediation. This mediation requirement is intended to reduce the costs of dispute resolution
for both parties.
Subcontractors
The Underwriter shall, with the prior written approval of the Issuer, use such subcontractors as are necessary in
the fulfillment of this Agreement.
Miscellaneous
Nothing contained herein shall preclude the Underwriter from carrying on its customary and usual business
activities. The Underwriter specifically reserves the right, but is not obligated, to bid for and maintain secondary
markets on-any Issuer outstanding bonds subject to appropriate information barriers. Services provided by the
Underwriter in connection with this Agreement shall not limit the Underwriter from providing services for the
Issuer in conjunction with other services requested by the Issuer except as limited by rule of law or regulation.
In connection with services agreed to herein,it is understood that the Underwriter will render professional services
as an independent contractor. Neither the Underwriter nor any of its agents or employees shall be deemed an
employee of the Issuer for any purpose.
The Underwriter shall not assign or otherwise transfer any interest in this Agreement without the prior written
consent of the Issuer.
The Issuer acknowledges and recognizes Stifel as Underwriter with respect to the municipal securities referenced
for purposes of MSRB Rule G-23 and Securities and Exchange Commission Rule 17 CFR (Registration of Municipal
Advisors)and acknowledges receipt of the G-17 disclosures included herein.
This Agreement constitutes the entire agreement between the parties relating to the subject matter thereof and
supersedes any prior understandings or representations. The Agreement may be amended or modified only by a
writing signed by both parties. It is solely for the benefit of the Issuer and Stifel,and no other person.
This Agreement is submitted in duplicate originals. The acceptance of this Agreement by the Issuer will occur
upon the return of one original executed by an authorized Issuer representative, and the Issuer hereby
represents that the signatory below is so authorized.
S I P a g e
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first written above.
Stifel, Nicolaus & Company, Incorporated
By: WA ac J 77
Name: Sag/Oberlies Brown
Title: Managing Director
Date: Cf 8 J
ACCEPTANCE
Successor Agency to the Former Redevelopment Agency of the City of Redlands
r
By:
Name:
Title: AMC 116AlmAA))
Date:
ATTEST:
Sam Irwi , Secretary
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