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HomeMy WebLinkAboutCC RESO 15,681RESOLUTION NO. 15681 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH STONE & YOUNGBERG TO SERVE AS UNDERWRITER FOR THE SALE OF CERTIFICATES OF PARTICIPATION TO FINANCE THE DEVELOPMENT OF CIVIC CENTER FACILITIES BY THE CITY BE IT RESOLVED by the City Council of the City of National City that the City Manager is hereby authorized to execute an agreement with Stone & Youngberg to serve as underwriter for the Sale of certificates of participation to finance the development of Civic Center facilities by the City. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein by reference. PASSED and ADOPTED this 12th day of July, 1988. George H. Waters, Mayor ATTEST: APPROVED AS TO FORM: George H. Ricer, III City Attorney 603 STONE & YOUNGBERG MEMBERS: PACIFIC STOCK EXCHANGE UNDERWRITING AGREEMENT July 1, 1988 Mr. Tom McCabe City Manager City of National City 1243 National City Boulevard National City, California 92050 Regarding: Underwriting Agreement for financing civic center facilities through certificates of participation Dear Mr. McCabe and Honorable Members of the Council: This letter will serve as an agreement between the City of National City (the "City") and Stone & Youngberg ("the Underwriter") to serve as Underwriter to the City until the parties enter into an actual Purchase Contract regarding the negotiated sale of Certificates of Participation (the "Certificates") to finance the proposed development of civic center facilities by the City. You have informed us that the City intends to cause the issuance of the Certificates to provide funds for financing the development of a civic center complex. For this purpose the City requires the services of the Underwriter to assist in structuring the financing and to enter into a Purchase Contract that is agreeable to the City. As Underwriter we will use our best efforts to bring the Certificates to market at reasonable rates under then existing conditions. Under current market conditions we represent that the discounted purchase price to the Underwriter will not be less than 98%. Furthermore, we represent that the discounted purchase price of the Certificates from the City would not be less than 97.5% of par on any issue of Certificates sold within one year of the date of this agreement. The Underwriter agrees to undertake the below listed services and functions. A. Structuring the Financing 1. The Underwriter will work with the City to create the most feasible and efficient structure for marketing the Certificates. EXHIBIT "A" 701 'B' STREET, SUITE 1300 • SAN DIEGO, CALIFORNIA 92101 • TELEPHONE (619) 236-0664 • FAX (619) 236-1224 2. The Underwriter will work with the City's legal counsel, consultants, and City staff in recommending specific terms and conditions affecting the Certificates. 3. The Underwriter will prepare the Official Statements (preliminary and final versions, respectively) for the sale of the Certificates. The City agrees to participate in their preparation by providing pertinent information to be included -therein and agrees to review the Official Statements for accuracy concerning the Certificates, the project, and the City. The Official Statements will include a description of the Certificates and their security and pertinent financial and economic data. The execution and delivery of the Official Statements will be duly authorized by the City for use in marketing the Certificates. 4. If the City so requests, we will assist the City in the selection of a Trustee. B. Marketing the Certificates: 1. At the designated time for the sale of the Certificates, the Underwriter will submit an offer to the City to purchase the Certificates by way of a Purchase Contract subject to pertinent resolutions, the Official Statement, and all other necessary documents, approvals, and proceedings governing such Certificates having been determined by legal counsel, the City, and the Underwriter to be satisfactory in all respects for financing purposes. It is intended that, once purchased, the Certificates will be re -offered to the public on the basis of an immediate "bona fide public offering". The Underwriter may form a group of investment banking firms for the purpose of underwriting and selling the Certificates. 2. At least one day prior to the submission of any such formal offer to the City for the purchase of the Certificates, the Underwriter will indicate to the City the interest rate or rates, the purchase price from the City, and the public offering price of the Certificates which we then estimate will be included in such offer. If, after negotiations in good faith, the City and the Underwriter fail to agree on the terms of sale of the Certificates, and upon written notice to the Underwriter, the City may then offer the Certificates for sale to others without any further obligation to the Underwriter. C. General Provisions Relating to the City and the Underwriter: The City agrees to make available to the Underwriter without cost, sufficient copies of any applicable reports, agreements, contracts, resolutions, and other relevant documents pertaining to the project, the City or the Certificates as reasonably may be required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. 2. The Underwriter will pay its own out—of—pocket and other expenses, including the cost of Underwriter's Counsel, if used, Blue Sky and Investment Memorandum and any advertising expenses in connection with the public offering of the Certificates. 3. The City will pay from the proceeds of the Certificates all costs and expenses customarily paid including the cost of printing the Certificates and the Official Statements, and any other -documents, the fees and expenses of its legal counsel, accountants, rating fees, certificate or credit insurance premiums, all costs related to presentations to rating services or insurance companies, and costs of any other experts or consultants retained by the City in connection with the financing. 4. It is expressly understood and agreed and the City hereby recognizes that in performing its activities the Underwriter is acting solely in its own behalf and plans to submit to the City a proposal to purchase the Certificates for resale. Nothing herein will be construed to make the Underwriter an employee or financial, fiscal or other advisor of the City, or to establish any fiduciary relationship between the City and the Underwriter. It is understood and agreed that the City will not be required to compensate the Underwriter for services provided to the City under this agreement if the Certificates are not sold to the Underwriter. 5. Upon termination of this agreement, the City will be under no further obligation to the Underwriter hereunder. Upon your acceptance set forth below, this letter will constitute an agreement between the City and the undersigned. Very truly yours, STONE & YOUNGBERG L. William Huck Partner Accepted this day of , 1988 By: LWH:t1 (0116C)