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HomeMy WebLinkAbout1979-04-03; City Council; 5807; Parking Authority Bonds Consultant-4. i /-- . '.\ .. c . CITY OF CARLSBAD AGENDA B~LL NO. BO 7 DATE: APRIL 3, 1979 DEPARTMENT: Initial: A*- Dept-Hd. 9 C. Atty.Vf3 C. Mgr. 9 PROPOSALS FOR FINANCIAL CONSULTANT TO ASSIST IN THE PkEPARATION AND SALE OF PARKING AUTHORITY BONDS, Subject : Statement of the Matter THE CITY IS CONSIDERING THE SALE OF $1,500,000 PARKING REVENUE BONDS TO FINANCE ITS PARTICIPATION IN THE COST OF ADDITIONAL PARKING AT PLAZA CAMINO REAL. THE FIVE ATTACHED PROPOSALS HAVE BEEN PREPARED BY BOND CONSULTANTS FOR THE CONSIDERATION OF THE COUNCIL. THE ROLE OF THE MUNICIPAL FINANCIALCONSULTANT IS SO COMPLEX THAT MANY MORE CONSIDERATIONS MUST BE INCLUDED THAN THE ACTUAL FEES THAT WILL BE CHARGED. WH.ILE MILLER AND SCHROEDER MUNICIPAL'S PROPOSAL INDICATES THE LOWEST FEES,THEY APPEAR TO HAVE THE LEAST EXPERTISE IN THE FIELD. THE ABILITY OF THE CONSULTANT TO PREPARE THE LEGAL STATEMENTS AND MARKET THE BONDS AT AN ATTRACTIVE INTEREST RATE IS VERY IMPORTANT. .BARTLE WELLS ASSOCIATES WERE THE FINANCIAL CONSULTANTS FOR THE CRIGIFJAL PARKING AUTHORITY BONDS AND2ARE VE!?Y , FAMILIAR WITH THE CTTY OF CARLSBAD. THEY ALSO WERE THE FINANCIAL CONSULTANTS FOR THE WATER REVENUE -BONDS, LIBRARY BONDS AND SEWER BONDS OF ThE CITY. THE FINANCE DIRECTOR RECOMMENDS THE FIRM OF BARTLE WELLS ASSOCIATES ON THE BASIS OF THEIR KNOWLEDGE, ABILITY AND COMPETENCE. EXHXBLTS PROPOSALS FROM : J Memo from Finance Director dated 3-26-79 (on file in City Clerk's office, Library, Finance) 1. BANK OF AMERICA -. 2. BARTLE WELLS ASSOCIATES 3. BYLTH EASTMAN DILLON >,' 4 . MILLER AND SCHROEDER v 5. STONE AND YOUNGBERG RECOMMENDAT I ON IF COUNCIL CONCURS ACCEPT THE PROPOSAL OF BARTLE WELLS ASSOCIATES TO ACT AS BOND CONSULTANT IN THE PREPARATION AND SALE OF PARKING AUTHORITY BONDS. Council Action: 4-3-79 Council accepted the proposal of Bartle Wells Associates to act as Bond Consultant in the preparation and sale of Parking Authority Bonds. I - -. MEMORANDUM DATE: MARCH 26, 1979 TO: CITY MANAGER FROM : FINANCE DIRECTOR SUBJECT: PROPOSALS FOR FINANCIAL CONSULTANT TO ASSIST IN THE PREPARATION AND SALE OF PARKING AUTHORITY BONDS AN ANALYSIS OF PROPOSALS FROM THE CONSULTANTS RESPONDING TO OUR REQUESTS INDICATES THAT ALL FIVE CONSULTANTS ARE VERY CAPABLE OF PREPARING THE OFFICIAL STATEMENTS AND LEGAL DOCUMENTS FOR THE SALE OF THESE BONDS. ASSUMING THE SALE OF $1,500,000 OF BONDS THE FOLLOWING IS A LISTING OF THE FEES FOR EACH PROPOSAL. BANK OF AMERICA $20,000 BARTLE WELLS ASSOCIATES 12,500 BLYTH EASTMAN DILLON 15,000 MILLER AND SCHROEDER 7,500 STONE AND YOUNGBERG 20,000 THE ROLE OF THE MUNICIPAL FINANCIAL CONSULTANT IS SO COMPLEX THAT MANY MORE CONSIDERATIONS MUST BE INCLUDED THAN THE ACTUAL FEES THAT WILL BE CHARGED. WHILE MILLER AND SCHROEDER MUNICIPAL'S PROPOSAL INDICATES THE LOWEST FEES,THEY APPEAR TO HAVE THE LEAST EXPERTISE IN THE FIELD. THE ABILITY OF THE CONSULTANT TO PREPARE THE LEGAL STATEMENTS AND MARKET THE BONDS AT AN ATTRACTIVE INTEREST RATE IS VERY IMPORTANT. BARTLE WELLS ASSOCIATES WERE THE FINANCIAL CONSULTANTS FOR THE ORIGINAL PARKING AUTHORITY BONDS AND ARE VERY FAMILIAR WITH THE CITY OF CARLSBAD. THEY ALSO WERE THE FINANCIAL CONSULTANTS FOR THE WATER REVENUE BONDS, LIBRARY BONDS AND SEWER BONDS OF THE CITY. THE FINANCE DIRECTOR RECOMMENDS THE FIRM OF BARTLE WELLS ASSOCIATES ON THE BASIS OF THEIR KNOWLEDGE, ABILITY AND COMPETENCE. THELMA L. SOWELL FINANCE DIRECTOR TLS : LW .. -e -- BANKOF AM ERICA PUBLIC FINANCE ARTHUR J. MlCHELETTl Vice President February 22, 1979 City Council as Parking Authority 1200 Elm Avenue Carlsbad, CA 92008 of the City of Carlsbad Attn: Thelma Sawell Finance Director Re: Financial Consulting Proposal Honorable Members of the Parking Authority: It is our understanding that the above Authority, in cooperation with the City of Carlsbad ("City") intends to authorize and sell in one sale (pursuant to the Parking Law of 1949) approximately $1,500,000 of Revenue Bonds ("Bonds") to finance parking facilities ("Project") which will be leased to the City. In connection with the above financing, Bank of America N.T. & S.A. ("Consultant") offers to perform (in cooperation with Authority's bond counsel, legal counsel, architect and others) the following services for the Authority. Arrange, schedule and implement the events reasonably necessary to conclude the financing including determining the appropriate amount of Bonds to be sold. Make recommendations regarding the financial terms and conditions of all necessary instruments including: amortization schedules for the Bonds; rental payments and other financial input for the leases; resolutions; notice of sale, and ether documents, if any. Prepare Authority's official statement in the format, style, and type face normally used by Consultant. Reproduce, mail and distribute the notice of sale, official state- ment, leases, resolutions and other documents, if any, to a list provided by Consultant of underwriters and institutional buyers located throughout the country to encourage the best competitive bidding for the Bonds. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION BOX37003 . SAN FRANCISCO, CALIFORNIA 941 37 . (41 5) 622-2465 L -. -- . City Council as Parki Jthority of the City of Carlsbad -2 - February 26, 1979 (5) Assist the Authority in obtaining bond ratings from Moody's Investors Service or Standard & Poor's Corporation, as may be appropriate. (6) Assist the Authority in qualifying for municipal bond insurance, if appropriate. (7) Arrange calls to dealers and dealer banks to develop sound competitive bidding at the bond sale. (8) Determine the lowest bid at the bond sale and so advise the Authority . (9) Advise in the selection of the bond printer. (10) Arrange the bond closing and the execution of all necessary instruments including the leases. (11) If so requested, advise as to the investment of the bond proceeds. The Authority shall have available competent bond counsel with whom Consultant will consult and on whose advice Consultant shall be entitled to rely. Nothing herein shall require Consultant to do anything which would amount to the practice of law. Authority further agrees to provide all information requested by Consultant and otherwise to cooperate with Consultant. Consultant shall pay its own out of pocket expenses. All other costs of the Project and its financing shall be paid by the Authority including but not limited: legal fees of the Authority; costs of reproducing and publishing the notice of sale; the costs of reproducing all legal documents; the cost, if any, of otherwise advertising the bond sale; promotional expenses; the costs of preparing and reproducing the official statement; the cost of mailing and distributing the official statement along with the notice of sale and other documents; the cost of obtaining a bond rating or ratings; and the costs of printing and servicing the Bonds and the cost of the legal opinion. Authority agrees to pay Consultant for its services a consulting fee of Twenty Thousand Dollars ($20,000), said fee to be due and payable at the bond closing. If the Bonds are not sold, delivered and proceeds thereof received by the Authority, the Authority shall be under no obligation to pay said consulting fee. This contract is for personal services and is not assignable by Consultant. Consultant agrees that no rating will be given or assigned by it (except for internal use) for a period of two years after the termination of this agreement on any security issued, or to be issued by the Authority or any public body or agency or non-profit corporation for which services may be provided under this contract. Bank of America N.T. & S.A. reserves the right to bid on the Bonds at public sale, either alone or with members of an underwriting syndicate, but shall be under no obligation to do so. interest cost will be received. No representation is made or implied that any particular Nothing herein shall affect any right of the Authority BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION c - *-.- - City Council as Parki ithority of the City of Carlsbad -3- February 26, 1979 to accept, defer or reject bids for the Bonds at its option; provided, however, that this contract shall remain in force until the financing is complete or permanently abandoned. Prior to its formal acceptance by the Authority, Consultant retains the right to revoke or to change in writing the terms of this proposal. Sincerely, BANK OF AMERICA N.T. & S.A. Q Accepted and agreed to: PARKING AUTHORITY OF THE CITY OF CARLSBAD BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION PROPOSAL BARTLE WELLS ASSOCIATES MUNICIPAL FINANCING CONSULTANTS February 28, 1979 City Council City of Carlsbad City Hall, 1220 Elm Avenue Carlsbad , California 92206 Attention : Mrs . Thelma L . Sowell, Finance Director Subject: Financing. Consulting Services, Expansion of Parking Area for Plaza Camino Real Dear Council Members : We understand that the city is considering a sale of $1,500,000 parking revenue bonds to finance its participation in the cost of additional park- ing at Plaza Camino Real. Since we planned and conducted the 1969 bond sale for the first stage of development, we are very pleased to hear that the shopping center has proved so successful that it may nearly double in size. We believe that our experience in your earlier project, and our con- tinual leadership in lease revenue financing especially qualifies us to serve the city again as financing consultant. Consequently we are submitting this proposal which describes our services, the fees in- volved, and the experience and qualifications of our firm. We have also included a list of individuals acquainted with the quality of our work and the history of our firm. For planning purposes we have assumed a tentative. sale date of Tuesday, October 16, 1979. authorized to proceed not later than July 23, 1979. gram to meet this sale date is as follows: Days , We have also assumed that we will be The work pro- to Days Start Bond to Completion Item Date Sale Completion Date 1. Preliminary review July 30 78 5 Aug. 3 2. Bond terms and conditions Aug. 6 71 5 Aug. 10 3. Preparation of official statement Aug. 13 64 25 Sept. 7 Aug. 14 5. Review of legal docu- ments including reso- lutions Aug. 27 50 11 Sept. 7 4. Press release A Aug. 14 63 -- 100 Bush Street.San Francisco 94104 (415) 981-5751 City of Carlsbi February 28, l:, ,3 Days to Days Start Bond to Completion I tern Date Sale Completion Date 6. Final review of official statement and legal documents 7. Requests for ratings 8. Printing of official 9. Mailing of official statement statement 10. Press release B 11. Dealer contacts ' 12. Bond sale 13. Bond delivery Sept. 10 36 11 Sept. 21 Sept. 21 Sept. 21 25 -- Sept. 21 25 7 Sept. 28 Sept. 28 18 -- Sept. 28 Oct. 2 14 Oct. 8 8 Oct. 16 On or ahout November 6 Oct. 2 -- 5 Oct. 12 -- Oct. 16 I- Our proposal includes an initial evaluation of financing methods and costs, continuing liaison with the city as the project develops, and a comprehensive bond marketing program. In order to obtain favor- able bids today, a bond marketing program must deal with both the special concerns raised by the Jarvis-Gann Amendment here in Calif- ornia and with the need for accurate and complete disclosure in com- pliance with federal law. We believe our proposal offers the level of service which the city will want, and hope that we will be selected to serve you again. Yours very truly, BARTLE WELLS ASSOCIATES Edwin A. Wells EAW:St . Enclosures PROPOSAL TO CITY OF CARLSBAD '. BARTLE WELLS ASSOCIATES Municipal Financing Consultants QUALIFICATIONS Bartle Wells Associates is wholly owned and controlled by its employees. We are the largest firm headquartered in the western states engaged ex- clusively in providing municipal financing consulting services for public agencies. Because we are not connected with any bond sales organiza- tion or underwriter, we can exercise completely independent judgment and make objective recommendations both with respect to financing plans and with respect to marketing of securities. Bartle Wells Associates has national recognition and leadership in pro- fessional municipal financing consulting. The collective background of the staff includes skills in public finance and administration, engineering, accounting, economics, law, transportation, and public relations. The firm's expertise and experience, therefore, includes developing and implementing virtually every type of municipal capital improvement proj- ect: schools, parks, and urban renewal. create a viable financing plan for parking area expansion and to carry it out at lowest cost to the city. buildings, airports, roads and parking, water, sewerage, drainage, Our overall objective will be to Besides serving Carlsbad, we have served many other cities and counties as consultants on lease revenue financing. These clients include: Counties Cities Alameda San Mateo Palo Alto Phoenix, A2 Contra Costa Santa Clara Cypress Pic0 Rivera Los Angeles Solano Fairf ield Red Bluff Orange Ventura The projects have varied in size and complexity, and include the fol- lowing: Orange County Building Corporations (3) Cypress Civic Center Corporation Phoenix Civic Center Building Corporation Santa Clara County Public Facilities Corp. (3) Ventura County Public Facilities Corp . (2) Alameda County/Dublin Library Authority Palo Alto Golf Course Corporation Southeast General Hospital Authority (Los Santa Clara County Building Authority (2) Angeles County) $ 7,000,000 1,150,000 19,000,000 30,700,000 58,500,000 1,075,000 1,800,000 22,500,000 19,400,000 (. . . cont'd) .. '4 Los Angeles County-Pico Rivera Bldg . Authority 1,500,000 Contra Costa Junior College District 450,000 Simi Valley Library Authority 2,750,000 Solano County Library Authority 2,000,000 ' We have always succeeded in obtaining competitive bids and meeting project schedules. We maintain a small, but highly skilled staff, whose re'sume's are at- tached for your information. We are also enclosing a brochure which describes in more general terms the Scope and variety of services we can provide. We believe most issuing agencies will now seek the highest quality official statement preparation to protect the individual public officer certifying the accuracy of the information and to meet the new full disclosure requirements by bond underwriters. the issuer in providing relevant, comprehensive financing information, and to obtain the lowest possible interest rate on the bonds being offered. Our task is to assist The services we provide consistently meet these objectives. SERVICES Bartle Wells Associates will perform the following services in connection with the planning and sale of bonds for the Plaza Camino Real parking project working at all times in close cooperation with the city staff, and its other consultants and advisors. PRE-SALE FINANCIAL ANALYSIS Financial Investigation and Analysis - We will: a. b. C. d. e. f. g* Review cost estimate and project schedule. Review the suitability of Parking Authority lease revenue bonds for financing the project. Estimate bond issue requirements and annual cost , including allowance for issuance costs, contingencies, and local cash contributions. Design maturity schedule and estimate bond service require- ments. Estimate other financing expenditures and evaluate the ade- quacy of prospective revenues. Discuss alternative bond financing methods, if appropriate. Discuss requirements for deed and lease provisions and for city policy resolutions needed to make the bonds marketable. I .- Fifteen copies of the financing plan letter report will be submitted to the city within 30 days of receipt of the project cost estimate and schedule. BOND SALE SERVICES 1. Preparation for Sale - We will assemble, review and analyze pertinent city data which has a bearing on the financing program. clude review of available new information and serve as a basis for making the best presentation to the rating agencies and bond underwriters. on our review and analysis we will recommend the terms and conditions for sale of the bonds including the maturity schedule, date and methods for sale, provisions for call and redemption, and other conditions designed to improve salability of the bonds and provide flexibility in repayment. We will work with the staff of the city and its other consultants in reviewing the financing program, and with the bond counsel in preparing the nec- essary notice of sale, leases and indenture. 2. Bond Rating Services - If bond rating services seem advisable, we will provide information to bond rating agencies in such form and at such times as to obtain a favorable rating on the bonds prior to their actual sale. Potential bidders will be notified of such ratings prior to the sale. We will also at this time, advise the city on whether or not to prequalify the bonds for municipal bond insurance. This will in- Based 3. mitting the issue for approval by federal and state banking authorities, and if advisable, arrange for their review of the issue. Submission for Approvals - We will rehew the advisability of sub- . 4. Invitation for Bids - We will prepare the text for the official state- ment describing the bonds, the city and its project, the financial re- sources of the city and the project, and the economy and resources of the area. We will then print at least 300 copies of the statement and send it, along with copies of the notice inviting bids, to bond dealers, investors, rating agencies, and others interested in the project or the bonds. At least 50 copies will be furnished to the city for its use. announcements for insertion in the Bond Buyer and other publications. 5. to stimulate competition in bidding and will prepare special announcements for dealers and for financial publications. We will conduct dealer meetings in Los Angeles and San Francisco. We will answer inquiries and requests for further information from prospective purchasers of the bonds and take other appropriate steps to familiarize dealers with the bonds and with the city. The completed drafts will be reviewed by the staff. -’ We will prepare Dealer Contact - We will contact directly major bond dealers in order * 6. analvze all bids received in detail, select the lowest bid at the sale, make Sale and Delivery of the Bonds - We will be present at the bid opening, recimmendations to the city as to'award of the bonds, and assist bond counsel in the preparation of the resolution of 'award. agent for the city if further negotiations are required. If desired, we can assist you in arranging for the competitive selection of a bond printer and paying agents whose services would be of the greatest benefit to the city. We will furnish the city a schedule of annual interest and principal payments required on the basis of the coupon rates specified in the win- - ning bid. We will act as ADDITIONAL SERVICES We will be available to provide additional financing consulting services whether before or after the sale of bonds as requested by the city. AVAILABILITY AND FEES 1. We are prepared to begin work for the. city on acceptance of this proposal. The pre-sale financial analysis will be completed within 30 days after we receive the cost estimate and schedule for the project. 2: During the project development period, we will be available at all reasonable times and on reasonable notice for meetings and for consulta- tion with the council, its staff, attorneys, consulting engineers , public officials , bond dealers , rating analysts , and others as necessary. 3. special consultants with whom we are regularly associated. our principals will be in charge of the work and will devote his time and effort to the project as needed. All work will be performed by Bartle Wells Associates and those One of 4. follows : Our fees for the services described in the preceding pages are as a. and expenses is payable as provided in our billing rate schedule 16H, but not more than $1,200 including direct expenses, except as noted under paragraph c below. For pre-sale financial analysis the fee for professional services b. For all services related to a proposed sale of bonds, commenc- ing 120 days before the estimated date of sale and continuing for up to 60 diys following the sale, the fee of one percent of the principal amount of $500 , 000 plus direct expenses. Progress is $7,500 plus one-half bonds sold in excess of payments, plus direct . I expenses, are payable as the work proceeds as provided in our billing rate schedule 16H. Eighty percent of the fee, plus direct expenses, is payable as provided in schedule 16H upon completion of the official statement, with the balance due upon sale of the bonds. c. Any additional services and expenses not included above, as authorized, will be payable as provided in our billing rate schedule 16H. The fee specified for pre-sale financial analysis, paragraph a above, includes one trip to Carlsbad to meet with the city staff and consultants at the beginning of our assignment, and a second trip to present and discuss our findings with the city staff, coun- cil, or others involved with the projects. If trips in excess of two are requested by the city, the time and related expenses will be billable as additional services. financial analysis also includes up to four hours of time to be spent in conferences with the city staff and bond counsel after submittal of the financial analysis, but before authorization to proceed with the sale of bonds. r .* The fee specified for pre-sale 5. This proposal covers the services described for a period of 12 months from acceptance, or until April 3_0, 1919, if earlier. Serv- ices provided thereafter will be billed at the then prevailing billing rate schedule. Any fees or fee limitations for work remaining will be proportionately adjusted. 6. We will not require a consider a letter from an to ,proceed. formal contract of employment and kill appropriate official as sufficient authority Edwin A. Wells, President Bartle Wells Associates March 2, 1979 Enclosures : Schedule 16H Brochures BILLING RATE L SDULE 16I-I 1976177 19 771 7s PROFESSIOiW L SERVICES 1. 2, Fees for professional services are based on hourly rates for professional level personnel as follows: Hourly Rate Principal Consultant $ 65 (Limited assi,mient) 100 Senior Consultant I1 55 Senior Consultant I 49 Consultant 11 44 Consultant I 38 Research Consultant 28 ,Travel time behveen S a. m. and 6 p. rn. will not be charged where the total time spent on the job on that date exceeds 7 hours. The billing rates for professional services, based on professional personnel time only, include all consultant, administrative, and secretarial salaries, and overhead and indirect costs as follows: leave and vacation time professional development library maintenance costs accounting and legal services social security state disability and workers' comp. unemployment insurance health, disability and pension premiums 'rent and supplies local telephone office machine costs liability and casualty insurance routine postage and delivery business license fees property and income taxes memberships and subscriptions DIRECT EXPENSES Direct expenses, not included in the billing rates for professional services, are separately billable as incurred at cost plus ten percent and include: air and sur- face transportation, subsistence, telephone toll charges, printing, statistical services, computer and word processing ch'wges, photography and illustrations, graphic design, legal services, postage and mail services, bond rating services, and advertisements. PAYMENT Billings will be made monthly as professional services are rendered and direct cxpenses are incurred. Bills are payable within 20 days of thc billing date. CALIFORNIA Gerry Baldwin, Manager, Selma -Kingsburg-Fowler CSD, Kingsburg Otto Blume, Director of Utilities, City of Thousand Oaks Ossian Butterfield, Manager, Tahoe-Truckee Sanitation Agency, Truckee Arthur T. Cooke, Jr., Bank of America NT&SA, San Francisco Donald R. Hodgman, O'Melveny & Myers, Los Angeles Robert G. Hutchison, City Manager, City OI Roseville Charles A. Joseph, Manager, Novato Sanitary District, Novato John A. Lambie, Manager, Ventura Regional CSD, Ventura H. Ronald Lampson, Berrenda Mesa Water District, Bakersfield Dennis E. MacLain, Manager, Municipal Water District of Orange Co., Santa Ana Richard A. Milbiodt, City Manager, South Lake Tahoe Herbert E. Nelson, City Manager, City of Red Bluff Nathan D. Rowley, Orrick, Herrington, Rowley & Sutcliffe, San Francisco William M. Siegel, County Executive, Santa Clara County, San Jose Melvin Shore, Port Director, Port of Sacramento Wallace Spinarski, Antelope Valley-East Kern Water Agency, Lancaster Theodpre P. Stivers, District Securities Division, San Francisco Fritz Stradling, Stradling, Yocca, Carlson & Rauth, Newport Beach John A. Tresch, Merrill Lynch, Pierce, Fermer & Smith hc., Los Angeles Paul Uhl, United California Bank, Los Angeles OREGON David J. Abraham, Utilities Director, Clackamas County, Oregon City Norman Bradley, U. S. National Bank of Oregon, Portland Sherman Flogs tad, Finance Director, City of Eugene Robert J. Elfers, Management Consultant (formerly Chief Administrative Dan Potter, Administrator, Washington County Robert McWilliams, City Manager, City of Lincoln City Vernon W. Smith, Asst. Superintendent, School District No. 4J, Eugene Arthur R. Johnson, City Manager, Bend Howard Rankin, Rankin, McMurry, OsbWn, Gallagher & VavRosky, Port1,and Richard D. Roberts, Ragen, Roberts & O'Scannlain ALASKA John A. Carlson, Mayor, Fairbanks North Star Borough Officer, Lane County) NEW YORK Jackson Phillips, Moody's Investors Service, Inc. Robert Margolies, Standard & Poor's Corporation Alan N. Weeden, Weeden & Co. Tnc. i BANKOFAMERICA ARTHUR J. MlCHELETTl Vice President PUBLIC FINANCE February 22, 1979 City Council as Parking Authority 1200 Elm Avenue Carlsbad, CA 92008 of the City of Carlsbad Attn: Thelma Sowell Finance Director Re: Financial Consulting Proposal Honorable Members of the Parking Authority: It is our understanding that the above Authority, in cooperation with the City of Carlsbad ("City") intends to authorize and sell in one sale (pursuant to the Parking Law of 1949) approximately $1,500,000 of Revenue Bonds ("Bonds") to finance parking facilities ("Project") which will be leased to the City. In connection with the above financing, Bank of America N.T. & S.A. ("Consultant") offers to perform (in cooperation with Authority's bond counsel, legal counsel, architect and others) the following services for the Authority. Arrange, schedule and implement the events reasonably necessary to conclude the financing including determining the appropriate amount of Bonds to be sold. Make recommendations regarding the financial terms and conditions of all necessary instruments including: amortization schedules for the Bonds; rental payments and other financial input for the leases; resolutions; notice of sale, and other documents, if any. Prepare Authority's official statement in the format, style, and type face normally used by Consultant. Reproduce, mail and distribute the notice of sale, official state- ment, leases, resolutions and other documents, if any, to a list provided by Consultant of underwriters and institutional buyers located throughout the country to encourage the best competitive bidding for the Bonds, - City Council as Parking A of the City of Carlsbad iority -2- February 26, 1979 (5) Assist the Authority in obtaining bond ratings from Moody's Investors Service or Standard 6: Poor's Corporation, as may be appropriate. (6) Assist the Authority in qualifying for municipal bond insurance, if appropriate. (7) Arrange calls to dealers and dealer banks to develop sound competitive bidding at the bond sale. (8) Determine the lowest bid at the bond sale and so advise the Authority . (9) Advise in the selection of the bond printer. (10) Arrange the bond closing and the execution of all necessary ins tments including the leases. (11) If so requested, advise as to the investment of the bond proceeds. The Authority shall have available competent bond counsel with whom Consultant will consult and on whose advice Consultant shall be entitled to rely. Nothing herein shall require Consultant to do anything which would amount to the practice of law. Authority further agrees to provide all information requested by Consultant and otherwise to cooperate with Consultant. Consultant shall pay its own out of pocket expenses. All other costs of the Project and its financing shall be paid by the Authority including but not limited: legal fees of the Authority; costs of reproducing and publishing the notice of sale; the costs of reproducing all legal documents; the cost, if any, of otherwise advertising the bond sale; promotional expenses; the costs of preparing and reproducing the official statement; the cost of mailing and distributing the official statement along with the notice of sale and other documents; the cost of obtaining a bond rating or ratings; and the costs of printing and servicing the Bonds and the cost of the legal opinion. Authority agrees to pay Consultant for its services a consulting fee of Twenty Thousand Dollars ($20,000), said fee to be due and payable at the bond closing. If the Bonds are not sold, delivered and proceeds thereof received by the Authority, the Authority shall be under no obligation to pay said consulting fee. This contract is for personal services and is not assignable by Consultant. Consultant agrees that no rating will be given or assigned by it (except for internal use) for a period of two years after the termination of this agreement on any security issued, or to be issued by the Authority or any public body or agency or non-profit corporation for which services &y be provided under this contract. Bank of America N.T. 6 S.A. reserves the right to bid on the Bonds at public sale, either alone or with members of an underwriting syndicate, but shall be under no obligation to do so. interest cost will be received. No representation is made or implied that any particular Nothing herein shall affect any right of the Authority I city Council as Parking %ority of the City of Carlsbaa -3- February 26, 1979 to accept, defer or reject bids for the Eonds at its option; provided, however, that this contract shall remain in force until the financing is complete or permanently abandoned. Prior to its formal acceptance by the Authority, Consultant retains the right to revoke or to change in writing the terms of this proposal. Sincerely , BANK OF AMERICA N.T. & S.A. Accepted and agreed to: PARKING AUTHORITY OF THE CITY OF CARLSBAD BY Proposal to Serve as Financing Consultants to the City of Carlsbad and the Carlsbad Parking Authority Prepared by: February, 1979 Blyth Eastman Dillon SI Co., Inc. BLYTH EASTMAN DILLON G Co. INCORPORATED MEMBERS ALL PRINCIPAL STOCK EXCHANGES 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 - 415 -362 +8000 February 23, 1979 Mrs. Thelma L. Sowell Finance Director City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008 Dear Mrs. Sowell: We are pleased to respond to your request for proposals for a financing consultant for the sale of Parking Revenue Bonds by the Parking Authority of the City of Carlsbad. The enclosed Proposed Form of Agreement describes in detail the services we would provide for the Authority. In summary, these services cover all steps necessary to design the bond issue, prepare an official statement and arrange for national distribution of that document, the bond resolution and notice of sale and verify bids received for the bonds. In addition, members of our staff will be available for consultation and conference with officials, counsel and staff members of the Authority and the City to advise on all mat- ters relating to the bond sale. $15 , 000. Our total fee for these services would be You will note from the attached "Qualifications of Blyth Eastman Dillon & Co. Incorporated as Municipal Financing Consultants" that the firm has had extensive experience and has successfully assisted a wide variety of public agencies in marketing many types of bonds. in marketing over $300,000,000 in par value of lease revenue bonds of which $84,000,000 was for parking facilities. nearly $130,000,000 par value of parking facility revenue bonds not involving lease arrangements. Specifically, we have assisted In addition, we have helped sell In the event you have any questions concerning the attached qualifications statement or proposed form of agreement, please do not hesitate to contact us. Very truly yours, Vice President Encl. DMVD/lch BLYTII EASTMAN DILLON G Co. INCORPORATED 555 CALIFORNIA STREET SAN FRANCISCO, CALIYOHNIA mi04 415 - 302 - BOO0 - OUALIFICATIONS BLYTH EASTMAN DILLON & CO. INCORPORATED MUNICIPAL FINANCING CONSULTANTS Blyth Eastman Dillon & Co. Incorporated is a nationwide investment banking organization established in San Francisco in 1914. The firm underwrites, distributes and deals in securities of private and public issuers, and holds membership on the New York, American and Pacific Coast Stock Exchanges. It has for many years been one of the largest and most active firms in the municipal field in the United States and is consis- tently among the leading underwriters of municipal bonds in the country. - The head office of Blyth Eastman Dillon & Co. Incorporated is in New York. Regional offices are maintained in San Francisco, Los Angeles and Chicago. Branch offices are located in many other principal cities, including San Diego, Escondido, Santa Ana, Long Beach, Oxnard and Santa Barbara in California alone. vice presidents, are engaged solely or primarily in the municipal work of the firm. All fields of municipal bond activity are represented in- cluding underwriting, trading and professional consultation services. More than sixty personnel , induding twenty The growing volume of municipal financing and the development of many new types of public financing have resulted in a highly complex and selective market for municipal bonds. Successful marketing of new issues at favorable interest rates in that market requires attention to many factors - timing and size of issue, redemption provisions, maturity schedules, covenants with bondholders, and technical matters of presenta- tion and publicity, to name only a few. Many issuers of bonds retain a professional financing consultant with daily contacts in the municipal bond market to provide a sound basis for advising on such matters. To this task, Blyth Eastman Dillon (BEDCO) is able to bring the resources of over six decades of experience and a nationwide network of offices in continual contact by direct wire and internal voice communica- tion. Among those currently engaged in putting these resources at the disposal of public agencies issuing municipal bonds are the men listed as follows: rc -1- .- L rc rq Terrence E. Con. :ord, Senior Vice President of yth Eastman Dillon & Co. Incorporated at its regional office in San Francisco and a Director of the firm, is in overall charge of municipal consultant work in the western states. Mr. Comerford is a graduate of Stanford University (H.A., 1951) and Northwestern University (M.B.A., 1956) and joined BEDCO in 1957. Following several years of experience in the analysis, underwriting and private placement of tax-exempt securities, he has specialized in the consulting field and was made a Vice Prcsi- dent in 1967 and a First Vice President in 1972. He is a past president of the Municipal Bond Club of San Francisco, a member of the San Francisco Bond Club and the Municipal Forum of San Francisco and serves on the Public Finance Committee of the Securities Industry Associa~tion, California District Ten, and as a director of the Western Water Education Foundation. Associated with Mr. Comerford on the consulting staff established in San Francisco are Frank J. Soriano, First Vice President (B.S. University of Santa Clara, 1959; M.B.A. University of Santa Clara, 1963), Ashford D. Wood, First Vice President (B.A. Miami University, Ohio, 1956; I4.B.A. Columbia University, 19581, Dennis G. Ciocca, First Vice President (B.A. Oregon State University, 1962; Master of Science Rusinecs Administration, University of Oregon, 1964), Donald M. Van Dyke, Vice President (B.A. Arizona State University, 1958; Master of Public Administration, Arizona State University, 1959), Anthony E. Cone, Vice President (B.A. San Francisco State University, 1975) and Kem H. Blacker, Associate (R.A., Economics, University of California Davis, 1977). Mr. Soriano worked for the Department of Airports and the Municipal Water Utility, City of San Jose, before joining BEDCO in 1964, is on the Board of Governors and a past President of the Municipal Forum of San Francisco and is a member of the Municipal Bond Club and the San Francisco Bond Club. Mr. Wood was with the treasurer's office, Exxon Corporation, for several years before coming with BEDCO in 1960. His experience at the firm includes sales and administration in addition to his consulting activities, and he is a member of the Security Analysts of San Francisco and the Municipal Bond Club of San Francisco. Mr. Ciocca had nine years' experience in the municipal consulting field with other firms before his association with BEDCO in 1973, and Mr. Van Dyke served as assistant to the finance director of Phoenix and as finance director of the City of Scottsdale, Arizona, prior to coming to BEDCO in 1965. Both Messrs. Ciocca and Van Dyke are also members of the Municipal Bond Club of San Francisco, and Mr. Van Dyke is an -associate member of the Municipal Vinance Offlcers Association. the Bank of America for three and one-half years prior to his joining BEDCO in 1978. His experience with the Bank included housing finance, urban and public finance consulting. internship prior to his full-time employment and is specializing in the application of computer technology to municipal finance. Fir. Cone was with Mr. Blacker was with the firm on a part-time basis on an educational Underwriting, trading and marketing operations of Blyth Eastman Dillon's municipal department in San Francisco are under the direction and supervision of Milton E. Reiner, First Vice President and Manager of the department. A. Kellogg, Vice President and Manager, is responsible for these municipal op- erations in the firm's Los Angeles office. Richard Contact with authoritative information and opinion concerning markets for municipal bond issues in other national financial centers is afforded through members of BEDCO'S municipal bond department offices throughout the nation. mong these may be mentioned particularly Messrs. Stanley T. Pardo, Executive Vice President, Director and in charge of the Municipal Division; Marian S. Adams, L.E. Cooper, Walter W. Friend, Jr., Frank A. Healey 111, Gregory C. Hickok, Wil- son M. Meeks, Donald C. Patterson, Paul A. Stach and Allen A. Weston, First Vice Presidents; also, William J. McCarthy, Vice President; William F. Morgan and Lennox L. Noak, Consultants (New York) and Roy E. Johnson, Vice President and Northwestern Regional Manager (Seattle), all of whom have had long and varied experience in municipal bond financing. A- -2- .- 1 1 . rc- For many years the firm has put at the disposal of cities and districts without charge such general information concerning markets and interest rates as may be requested in connection with issues presenting no special problems of financing with regard to size or types of issues. That policy remains unchanged. In issues of unusual size or complexity, particularly revenue bond issues and issues of a unique or specialized kind, services of the firm's municipal financing consultants are avail- able to issuers on a fee basis. Many western bond issues for which Blyth Eastman Dillon has served as the financing consultant in recent years are named in the appendix hereto. Prospective clients are invited to contact any of them, or any principal bank in California, concerning BEDCO's record as municipal financing consultant. Several of its clients have been confronted with financing problems on which no precedent existed, or for which the conventional solutions would have been unduly costly or restrictive to the client. A few ex- amples of special situations in which the firm has been able to suggest and successfully carry through pioneering forms of municipal financing will illustrate Blyth Eastman Dillon & Co. Incorporated's professional skills in this field. The Tri-Dam hydroelectric project involved two irrigation districts sharing equally in the financing of a power project which in time could be made to pay the entire cost of the water collection and storage bene- distribute electricity directly in the amounts involved. A new type of power sales contract was accordingly developed, in which a single buyer integrated the power into a large distribution system and in return was committed to pay annually, regardless of the amount of power actually generated, an amount sufficient to pay off the entire bondel:. debt incurred for construction. Unlike most contracts in effect elsewhere, the issuing districts were relieved in that way of the usual coverage requirements for debt service and of the need to find buyers of power above contract mini- mums as loads shift in the future. The bonds sold under this arrangement brought an unprecedentedly low interest rate for electric revenue construc- tion bond issues (3.05%); moreover, the indenture provided for advance bond purchases from surplus revenues which have saved the issuers nearly $10,000,000 in the first 17 years of retirement. Similar plans have been used since by five other California irrigation districts or county water agencies. -c- fits required by the district. The districts themselves could not The State of California provided by statute for the issuance of "tax allocation" bonds in aid of urban redevelopment long before any other state made such provision. The marketing of this special kind of munici- pal bond presented many new problems, all of which were successfully solved in the pioneering issuance of Sacramento Redevelopment Agency Tax hlloca- tion Bonds in 1956. In subsequent years Blyth Eastman Dillon has not only guided many other local redevelopment agencies through tax allocation bond financing (a total par value of $371,865,000 has been sold by its clients to date), but has successfully refunded the original Sacramento issue and pro- vided further issues for its additional programs. c -3- .- t In 1959, the City of San Diego and several neighboring cities and dtstricts were faced with a very large sewage treatment and disposal prob- lem. San Diego undertook to issue revenue bonds on behalf of all the affected communities, entering into contracts for pro-rata repayments and operating charges. The contracting arrangement was previously untried and required court tests but was upheld. 'Several unique features entered into this financing, one of which was the'use of an intermediate issue of term bonds which would enable the City to call bonds for early redemption if estimates of revenues were exceeded in practice, without incurring the market penalty of an early call on the large amount of long term bonds. The use of serial bonds with two term issues, not previously tried, has since been utilized in two other large financings in which Blyth Eastman Dillon has been consultant, for reasons quite different from that which made it desirable in San Diego. One client, a large municipal utility district, had the problem of excessive bond reserves for necessary new construction projects under the standards traditionally applied by national bond rating services. In view of the large cash reserves historically held by this client for improvements and capital outlays, it was possible to introduce an en- tirely new concept for its bond reserves, in which the amount is tied to the actual coverage ratio. Thus the client is relieved of burdensome restrictions sterilizing available cash, while the bond buyer is adequate- ly protected under varying economic conditions. A similar provision has been introduced by the firm in other similar circumstances, without damage to bond ratings. Another client, faced with immediate need for water storage facil- ities in an adverse bond market, proceeded in an orderly program at relatively high interest rates, which have since been abated under an .idvance-refunding program suggested by BEDCO at the appropriate time. Simultaneously provision was made for the relaxing of restrictive cove- nants after the refunding operation. The same client, employing a cost study prepared by the firm, was able to secure voter approval for general obligation sewer bonds at a great monetary saving over the use of sewer revenue bonds. A charter amendment recommended in that study was also adopted, by means of which the city's debt limitations were modified with respect to general obligation bonds supported in practice from non- tax sources. b The construction period for hydroelectric projects typically spans several years during which time progress payments will vary depending upon seasonal factors, construction conditions encountered, weather and the work force employed. Moneys with which to meet these progress payments are usually available from several sources such as bond proceeds, invest- ment income, Federal flood control payments or State grants. To maximize earnings on construction fund balances requires special attention under these circumstances and many of BEDCO'S clients retained its services to adviselthem on the management of their investments. One project required a minimum of $12.2 million to be earned during the construction period to meet estimated cash flow requirements. Blyth Eastman Dillon was able to earn in excess of $14 million for this client. -4- With the above experience and background, the State of Alaska re- tained Blyth Eastman Dillon as financial consultant for the investment of the $900 million received by the State from the North Slope oil lease sale in September 1969. A system of records was developed and maintained and legislation was proposed to broaden permitted investments. when the association was terminated, nearly $115 million had been earned on an accrual basis, $100 million had been transferred to the State for operations, and investment ‘holdings aggregating $905 million par value with a cost of $895 million were under supervision. Through March 1971, The foregoing examples represent but a selection from many in which Blyth Eastman D-illon has been able to assist issuers of municipal bonds In meeting unusual financing problems, reducing total financing costs or maximizing investment potential. -5- c- MUNICIPAL FINANCING CLIENTS OF BLYTH EASTMAN DILLON & CO. INCORPORATED, SAN FRANCISCO $6,025,000 San Francisco Stadium, Inc. Prior Lien, Preferred Lien and Subordinated Revenue Bonds (Candlestick Park, 1958-1964) $12,000,000 City of Santa Cruz Water Revenue Bonds (1959-1960-1963-1968-1972-1975) $16,500,000 Alameda-Contra Costa Transit District Special Transit Service District No. 1, General Obligation Bonds (1960) . $5,000,000 San Pedro-Terminal Island Toll Bridge Revenue Bonds issued by the California Toll Bridge Authority (Vincent Thomas Bridge, 1961) $8,500,000 City of Oxnard Water Revenue Bonds (1961-1962-1963-1972) $42,500,000 City of San Diego Sewer Revenue Bonds (1961) $10,500,000 Irvine Ranch Water District Waterworks Bonds (1961-1963) $63,500,000 City of Phoenix General Obligation, Water Revenue and Airport Revenue Bonds (1961-1962-1963-19G4-1965) $13,730,000 Music Center Lease Company Leasehold Bonds (Los Angeles Music Center, 1962) $7,720,000 San Francisco Airport Improvement Corporation (Pan American World Airways Facilities, 1963-1966-1967-1968) $5,335,000 City of Santa Cruz Refunding Water Revenue Bonds (1963) $4,500,000 City of Oakland Off-street Parking Revenue Bonds (1964) $2,000,000 City of Oxnard Sewer Revenue Bonds (1964) $1,300,000 Yuima Municipal Water District Waterworks Bonds (1964) $4,250,000 City of Corona Water Revenue Bonds (1964-1968) $2,950,000 City of Scottsdale Sewer Revenue Bonds (1964-1966) $7,090,000 City of San Francisco Golden Gateway Parking Corporation Prior Lien and Subordinated Revenue Bonds (1965) $1,810,000 The Theatre and Forum Lease Company Leasehold Bonds (Los Angeles Music Center, 1965) $4,150,000 City of Santa Cruz Sewer Bonds (1965) $9,485,000 Redevelopment Agency of the City of Long Beach West Beach Project Bonds (1965) I $1,415,000 Redevelopment Agency of the City of Santa Monica, Ocean Park Project No. l(a) Tax Allocation Bonds (1965) $8,400,000 City of Cerritos (Dairy Valley) General Obligation Bonds (1965-1968-1971) $3,400,000 Community Redevelopment Agency of the City of South Pasadena, Altos de Monterey Bonds (1965) $3,665,000 City of San Francisco Western Addition Parking Corporation Prior Lien and Subordinated Bonds (Japanese Cultural and Trade Center Garage, 1965) $100,000,000 San Francisco Bay Toll Bridge Revenue Bonds issued by the California Toll Bridge Authority (1965) I. $700,000 Northern Inyo County Local Hospital District Bonds (1966) $490,000 Redevelopment Agency for the City of Colton, Downtown Redevelopment Area Project No. 1 Tax Allocation Bonds (1966) $2,000,000 Irvine Ranch Water District Sewer Bonds for Improvement District No. 1 (1966-1974) $415,000 Redevelopment Agency of the City of Vallejo, Marina Vista Project Area Parking Lease Revenue Bonds (1967) $88,926,000 State of Alaska General Obligation Bonds (1968-1969-1970) $9,225,000 State of Alaska International Airports Revenue Bonds (1968-1969) $7,400,000 Vincent Thomas Toll Bridge Revenue Bonds issued by the - California Toll Bridge Authority (1968) $1,950,000 Redevelopment Agency of the City of Vallejo, Library Lease Revenue Bonds (1968) $8,000,000 City of Sacramento Sewer Revenue Bonds (1968) $4,000,000 City of Burbank General Obligation Bonds (1968) $750,000 City of Sacramento Waste Disposal Revenue Bonds (1968) $6,500,000 Port of Portland, Oregon, Public Wharf Terminal Revenue Bonds (1968) $3,015,000 San Francisco Airport Improvement Corporation (United Air Lines Facilities, 1968) $13,150,000 Redevelopment Agency of the City and County of San Francisco, Golden Gateway Project Tax Allocation Bonds (1968) $3,500,000 City of Oxnard General Obligation Bonds (1969) $5,000,000 City of Roseville Water Revenue Bonds (1969) r-.. ,- $24,600,000 San Francisco Stadium, Inc. Recreation Center Revenue Bonds (1969-1970) ' $58,000,000 Sacramento Municipal Utility District White Rock Project Revenue Bonds (1970) $20,000,000 San Francisco Port .Commission Revenue Bonds (1970-1971) $1,000,000 Redevelopment Agency of the City of Corona, Library Lease Revenue Bonds (1970) $9,560,000 Redevelopment Agency of the City of San Jose, Park Center Project Tax Allocation Bonds (1970-1974) $27,740,000 California State University and Colleges Housing System Revenue Bonds (1970-1971-1972-1973-1976) $10,900,000 Poway Municipal Water District Water Bonds (1970-1972-1975) $20,000,000 Community Redevelopment Agency of the City of Los Angeles, Bunker Hill Project Tax Allocation Bonds (1970-1971) $8,550,000 Alhambra Redevelopment Agency Industrial Redevelopment Project Tax Allocation Bonds (1971-1977) $1,850,000 Humboldt State College Student Union Revenue Bonds (1971) $28,200,000 Regional Airports Improvement Corporation (Trans World Airlines Facilities at Los Angeles International Airport, 1971) $1,700,000 Fresno State College Student Union Revenue Bonds (1971) $10,500,000 Cerritos .Redevelopment Agency Los Cerritos Redevelopment Project Tax Allocation Bonds (1971-1976) $19,100,000 Sacramento Community Center Authority Lease Revenue Bonds (1971) $285,000 Alpine Sanitation District Bonds (1971) $28,410,000 Irvine Ranch Water District Sewer Bonds for Improvement District No. 2 (1971-1976) $9,090,000 Irvine Ranch Water District Sewer Bonds for Improvement District No. 3 (1971) $4,000,000 Long Beach State College Student Union Revenue Bonds (1971) $16,675,000 California State University and Colleges Parking System Revenue Bonds (1971-1973) $1,225,000 Community Redevelopment Agency of the City of Pasadena Pepper Project Tax Allocation Bonds (1971) rc $585,000 Redevelopment Agency of the City of Vallejo, Marina Vista Project Tax Allocation Bonds (1972) $1,200,000 Ramona Sanitation District Bonds (1972) $700,000 San Diego County-Ramona Administrative Building Authority Bonds (1972) $11,200,000 Alhambra Redevelopment Agency Hospital Lease Revenue Bonds (1972) $67,000,000 Community Redevelopment Agency of the City of Pasadena Downtown Project Tax Allocation Bonds (1972-1976-1977) $5,200,000 Los Angeles State College Student Union Revenue Bonds (1972) $15,000,000 California State University and Colleges Auxiliary Facilities Revenue Bonds (1972-1973-1974) $689,000 Encinitas Sanitary District General Obligation Bonds (1972) $2,600,000 California State Polytechnic University, Pomona, Student Union Revenue Bonds (1972) $41,750,000 Glendale Electric Works Revenue Bonds (1972-1974-1976) $5,135,000 Glendale Electric Works Refunding Revenue Bonds (1972) $695,000 Leucadia County Water District General Obligation Bonds (1972) $6,500,000 California State University, San Francisco, Student Union Revenue Bonds (1972) - $950,000 City of Laguna Beach Public Improvements Corp. (Main Beach Park, 1972-1973) $3,075,000 San Francisco Redevelopment Agency Hunters Point South School Lease Revenue Bonds (1973) $1,800,000 California State University, Sacramento, Student Union Revenue Bonds (1973) $20,800,000 Culver City Redevelopment Agency Slauson-Sepulveda Redevelopment Project No. 1 Tax Allocation Bonds (1973-1977) $5,000,000 Goleta County Water District General Obligation Bonds(1973-1978) $7,800,000 Pasadena Redevelopment Agency Downtown Project Notes (1973-1975) $6,000,000 San Rafael Redevelopment Agency Central San Rafael Project Tax Allocation Bonds '(1973-1975) $3,700,000 California State University, Fullerton, Student Union Revenue Bonds (1974) $20,500,000 Glendale Redevelopment Agency Parking Lease Revenue Bonds (1974) $21,230,000 Hawthorne Parking Authority Lease Revenue Bonds (1974) $1,070,000 Fresno Convention Center Improvcrnent Authority Lease Revenue Bonds (1974) $750,000 San Joaquin Delta Junior College District Student Center Revenue Bonds (1974) $19,000,000 Redevelopment Agency of the City of San Diego Horton Plaza Project Tax Allocation Bonds (1974-1977) I $7,200,000 Vista Irrigation District General Obligation Bonds (1974-1976) $635,000 Pasadena Redevelopment Agency Park and Recreational Facilities Lease Revenue Bonds (1974) $1,560,000 Redevelopment Agency of the City of Bakersfield Parking Lease Revenue Bonds (1974) $5,470,000 California State University and Colleges Headquarters Bdlding Authority Lease Revenue Bonds (1974) $1,175,000 Pasadena Redevelopment Agency Northwest Park and Recreation Center Lease Revenue Bonds (1974) $3,800,000 Redevelopment Agency of the City of San Fernando Project No. 2 Tax Allocation Bonds (1974-1975) $1,250,000 Montecito County Water District General Obligation Bonds (1974) $3,200,000 Temple City Community Redevelopment Agency Parking Lease Revenue Bonds (1974) e * $400,000 Poway Municipal Water District Bond Anticipation Notes (1974) . $5,000,000 Urban Renewal Agency of the City of Monterey Custom House Center Lease Revenue Bonds (1974) $2,300,000 Conejo Recreation and Park District Promissory Notes (1974-1977) $175,000 Larkspur Parking Authority Lease Revenue Bonds (1974) $114,000 Calaveras County Water District Sewer and Water Bonds for Improvement Districts No. 11s and 301 (1975) $300,000 Rancho Santa'Fe Sanitation District General Obligation Bonds (1975) $650,000 Redevelopment Agency of the City of National City E. J. Christman Business and Industrial Park I Project Tax Allocation Bonds (1975) $1,460,000 Pasadena Redevelopment Agency Orange Grove Project Tax Allocation Bonds (1975) $4,700,000 California State University, Northridge, Student Union Revenue Bonds (1975) $1,050,000 California State College, Sonoma, Student Union Revenue Bonds (1975) rc $11,675,000 Regional Airports Improvement Corporation (Western Air Lines Facilities at Los Angeles International Airport, 1975) 3 '3 $5,450,000 Parking Authority of the City of Sacramento - Parking Revenue Bonds (1975) $170,000 Olivenhain Municipal Water District Water Bonds for Improvement District No. 2 (1975) $1,600,000 Redevelopment Agency of the City of Corona Parking Lease Revenue Bonds (1975) $1,000,000 City of Pasadena Conference. Center Corporation Leasehold Mortgage Bonds (1975) $1,250,000 Analy Union High School District School Building Corporation Bonds (1975) $600,000 Sierra Madre Community Redevelopment Agency Public Facilities Lease Revenue Bonds (1975) $690,000 Redevelopment Agency of the City of National City South Bay Town and Country Project Tax Allocation Bonds (1975) $6,750,000 Glendale Redevelopment Agency Central Glendale Redevelopment Project Tax Allocation Bonds (1975) $3,175,000 Redevelopment Agency of the City of Vallejo City Hall Lease Revenue Bonds (1975) F $25,500,000 Vista-County of San Diego Building Authority Bonds (1976) $10,800,000 City of San Francisco Social Services Corporation Bonds (1976) $8,440,000 Irvine Ranch Water Xstrict Sewer Bonds for Improvement District No. 206 (1976) $24,295,000 Irvine Ranch Water District Waterworks Bonds for Improvement District No. 105 (1978) $4,000,000 Redevelopment Agency of the City of Riverside Downtown Mile Square Redevelopment Project Tax Allocation Bonds (1976) $2,770,000 La Mirada Redevelopment Agency Civic Theatre Facilities Lease Revenue Bonds (1976) $2,500 ,000 Cerritos Redevelopment Agency Los Coyotes Redevelopment Project Tax Allocation Bonds (1976-1977) $2,325,000 Community.Redeve1opment Agency of the City of Los Angeles Harbor Industrial Center Redevelopment Project Tax Allocation Notes (1976-1977) $1,355,000 .City of Vallejo General Obligation Bonds (1976) $500,000 California State College, San Bernardino, Student Union Revenue Bonds (1976) $4,000,000 Community Redevelopment Agency of the City of Hawthorne Hawthorne Plaza Project Tax Allocation Bonds (1976) i $75,000,000 SacramenLo Regional County Sanitation DisLrict Bonds (1976-1978) $74,019,000 City and County of San Francisco General Obligation Bonds (1978) $9,000,000 Culver City Redevelopment Agency Overland-Jefferson Redevelopment Project No. 2 Tax Allocation Bonds (1976) $1,700,000 Redevelopment Agency of the City of Vallejo Waterfront Develop- ment Project Tax Allocation Bonds (1976) - $8,725,000 Redevelopment Agency of the City of Fresno Municipal Service Center Lease Revenue Bonds (1976) $5,500,000 City and County of San Francisco Residential Rehabilitation Revenue Bonds (1978) $13,725,000 Glendale Redevelopment Agency Refunding Parking Lease Revenue Bonds (1976) $4,500,000 St. Elizabeth Community Hospital (Red Bluff) Insured First Mortgage Bonds (1376) $2,000,000 La Mesa Community Redevelopment Agency Central Area Redevelopment Project Tax Allocation Bonds (1977) $4,475,000 Irvine Ranch Water District Waterworks Bonds for Improvement District No. 106 (1977) $200,000 Ramona Municipal Water District Water System Bonds for Improvement District No. 6 (1977) $5,600,000 Irvine Ranch Water District Waterworks Bonds for Improvement District No. 102 (1977) $19,000,000 Marin Municipal Waier District Water System Revenue Bonds (1977) $1,100,000 Parking Authority of the City of Richmond Lease Revenue Bonds (1977) $5,000,000 Redevelopment Agency of the City of Santa Rosa Santa Rosa Center Project Tax Allocation Bonds (1977) $600,000 Sierra Madre Community Redevelopment Agency City Hall Facilities Lease Revenue Bonds (1977) $9,065,000 Oxnard-Port Hueneme Regional Wastewater Treatment Authority Lease Revenue Bonds (1977) $2,300,000Department 'of Transportation of the State of Hawaii Special Facility Revenue Bonds (Western Air Lines, Inc.) (1977) $2,70O,OOO,Redevelopment Agency of the City of Sacramento Parking Structure Lease Revenue Bonds (1977) $375,000 California State College, Stanislaus, Student Union Revenue Bonds (1977) $4,000,000 Rcdcvelopment Agency of the City of Concord, Central Concord Redevelopment Project Tax Allocation Bonds (1977) - $6,000,000 City of xona Water Bonds (1977) $980,000 Redding Redevelopment Agency Parking Structure Lease Revenue Bonds (1977) $400,000 Olivenhain Municipal Water District Water Bonds for Improvement District No. 3 (1977) $1,010,000 Olivenhain Municipal Water District Water Bonds for Improvement District No. 4 (1977) $10,000,000 City of Portland, Oregon, Parking Revenue Bonds (1977) $500,000 City of Arcata General Obligation Bonds (1977) $19,375,000 Parking Authority of the City of Hawthorne Refunding Lease Revenue Bonds (1977) $6,000,000 Port Hueneme Redevelopment Agency Central Community Redevelopment Project Tax Allocation Bonds (1977) $6,000,000 State of Nevada General Obligation Capitol Building Renovation Bonds (1977) $30,000,000 Anaheim Redevelopment Agency Redevelopment Project Alpha Tax Allocation Bonds (1977) $7,100,000 Brea Redevelopment Agency Redevelopment Project Area B Refunding Tax Allocation Bonds (1977) $1,850,000 Redevelopment Agency of the City of Santa Barbara Central City Redevelopment Project Tax Allocation Bonds (1977) $3,425,000 Redevelopment Agency of the City of Vallejo City Hall Refunding Lease Revenue Bonds (1977) $6,000,000 Urban Renewal Agency of the City of Monterey Custom House Parking Lease Revenue Bonds (1977) $22,650,000 San Francisco Stadium, Inc. Lease Revenue Bonds (1977) $6,000,000 La Mirada Redevelopment Agency Industrial-Commercial Redevelopment Project No. 1 Tax Allocation Bonds (1977) $5,500,000 Culver City Redevelopment Agency Washington-Culver Redevelopment Project No. 3 Tax Allocation Bonds (1977) $3,095,000 City of Sacramento Water Revenue Bonds (1977) $2,300,000 Pasadena Redevelopment Agency Orange Grove Project Refunding Tax Allocation Bonds (1977) $16,275,00QIrvine Ranch Water District Waterworks Bonds for Improvement District No. 103 (1378) $4,000,000 Ramona Municipal Water District Water Bonds (1977) $20,000,000 State of Hawaii, Department of Transportation, Airports System Revenue Bonds (1977) $775,000 Bakersf ielc'-'edevelopment Agency Downtown Br-rsf ield Redevelopment Project Tax Allocati,.l Notes (1977) $2,000,000 Solano Irrigation District Water Bonds (1977) $13,000,000 State of Nevada Colorado River Water Improvement Bonds (1977) ,- $15,215,000 Southern California Rapid Transit District Refunding Revenue Bonds (1978) $27,500,000 Los Angeles County Martin Luther King, Jr. General Hospital Authority Lease Revenue Bonds (1978) $20,000,000 California Toll Bridge Authority San Francisco Bay Toll Bridge Revenue Bonds (1978) $2,500,000 Emeryville Redevelopment Agency Emeryville Redevelopmen? Project Tax Allocation Bonds (1978) $6,000,000 Urban Renewal Agency of the City of Monterey Custom House Center Refunding Lease Revenue Bonds (1978) $8,000,000 Redevelopment Agency of the City of San Pablo El Portal Community Redevelopment Project Refunding Tax Allocation Bonds (1978) $6,000,000 East Orange County Water District General Obligation Bonds (1978) $3,500,000 Redevelopment Agency of the City of San Diego Marina Redevelopment Project Tax Allocation Bonds (1978) ,- $3,350,000 Inglewood Redevelopment Agency Manchester-Prairie Redevelopment Project Tax Allocation Bonds (1978) $5,000,000 Redevelopment Agency of the City of Riverside Casa Blanca Redevelop- ment Project Tax Allocation Bonds (1978) $4,140,000 Inglewood Redevelopment Agency North Inglewood Industrial Park Redevelopment Project Tax Allocation Bonds (1978) $14,275,000 Brea Redevelopment Agency Civic Center Lease Revenue Bonds (1978) $4,850,000 Inglewood Redevelopment Agency In-Town Redevelopment Project Tax Allocation Bonds (1978) $2,000,000 Whittier Redevelopment Agency Greenleaf Avenue/Uptown Whittier Redevel- opment Project Tax Allocation Bonds (1978) $1,640,000 Redevelopment Agency of the City of Riverside Riverside Airport Industrial Redevelopment Project Tax Allocation Bonds (1978) $3,670,000 Inglewood Redevelopment Agency La Cienega Redevelopment Project Tax Allocation Bonds (1975) $20,000,000 State of Hawaii, Department of Transportation, Harbor Revenue Bonds (1978) $60,000,000 County of San Diego Revenue and Tax Anticipation Notes (1978) $1,900,000 Poway Municipal Water District Fire Protection Improvement Bonds (1978) $7,800,000 Nevada Irrigation District Yuba-Bear River Development Revenue Bonds (1978) $14,000,000 City of Portland, Oregon, Urban Renewal and Development Bonds (1978) $350,000 Carpenteria Sanitary District Bonds for Improvement District No. 1 (1978) - $1,765,000 Montecito County Water District Water Revenue Bonds (1978) $1,950,000 Carpenteria County Water District Water Revenue Bonds (1978) $200,000 Summerland County Water District Water Revenue Bonds (1978) $14,470,000 Redevelopment Agency of the City of Santa Monica Downtown Redevelopment Project Parking Lease Revenue Bonds (1978) $8,180,000 Parking Authority of the City of Beverly Hills Parking Revenue Bonds (.1978) $1,000,000 Fallbrooke Public Utility District Water Bonds (1978) On certain bond issues, Blyth Eastman Dillon has acted jointly with some other firm in providing financing consultant services. the issues handled under such an arrangement are the following: Among c $5,600,000 San Francisco Harbor Revenue Bonds issued by the State of California Board of State Harbor Commissioners for San Francisco Harbor (1954) $52,000,000 Tri-Dam Project Revenue Bonds issued jointly by the Oakdale Irrigation District and South San Joaquin Irrigation District (1955) $8,700,000 Redevelopment Agency of the City of Sacramento, Capitol Mall Project Area No. 2-A Tax Allocation Bonds (1956-1966) $7,800,000 Sports Arena Revenue Bonds issued by the Los Angeles Memorial Coliseum Commission (1958) $85,000,000 Sacramento Municipal Utility District Upper American River Project Revenue Bonds (1959-1960-1961) $62,000,000 Oroville-Wyandotte Irrigation District South Fork Power Revenue Bonds (1960) $1,060,000 Redevelopment Agency of the City of Fresno, South Angus Street Project Tax Allocation Bonds (1960) $3,000,000.City of San Francisco Portsmouth Plaza Parking Corporation Revenue Bonds (19 60) $1,200,000 Vista Irrigation District General Obligation Bonds (1961) $1,240,000 Redcvelopment Agency of the City of Vallejo, Marina Vista Project Tax Allocation Bonds (1961) $1,205,000 Redevelopment ‘Agency of the City of Stockton,. East Stockton Project Tax Allocation Honds (1962) $20,000,000 Sacramento Municipal Utility Dfstrict Electric System ?.cv en u e 13 o nd s (1 9 G 2 -1 3 5 3 ) rc $37,200,000 Washington Toll Bridge Authority Ferry and Hood River Canal Bridge'Refunding Revenue Bonds (1963) $l,,100,000 City of San Francisco Market Corporation Prior Lien Revenue tbnds (IJholesale Produce Terminal at Islais Creek, 1963) $117,000,000 Placer County Water Agency, Middle Fork Project I<cvcnue Bonds (1963-1968) $57,200,000 Nevada Irrigation District Yuba-Bear River- Development Revenue Bonds (1963) $2,800,000 Redevelopment Agency of the City of Sacramento, Capitol Mall Extension Project No. 3 Tax Allocation Bonds (1963) $36,000,000 Merced Irrigation District, Merced River Development Revenue Bonds (1964) $42,000,000 Sacramento Municipal Utility District White Rock Project Refunding Revenue Bonds (1964-1965) $79,500,000 Sacramento Municipal Utility District Upper American River Project Refunding Revenue Bonds (1965) c $6,400,000 San Diego Arena Lease Company (San Diego Sports Arena, 1965) $2,300,000 Redevelopment Agency of the City of Stockton, West Stockton Project Tax Allocation Bonds (1966) $160,740,000 Yuba County Water Agency Yuba River Development Revenue Bonds (1966) $750,000 Richvale Irrigation District General Obligation Bonds (1966) $18,500,000 Modesto Irrigation District General Obligation Bonds, New Don Pedro Project (1967) $28,000,000 Turlock Irrigation District General Obligation Bonds, New Don Pedro Project (1967) $38,500,000 Los Angeles Convention and Exhibition Center Authority (1965-1969) $30,000,000 San Francisco Airport Improvement Corporation (American Airlines Facilities, 1970) $46,500,000 Regional Airports Improvement Corporation (American Airlines Facilities at Los Angeles International Airport, 1971) $6,500,000 State of Alaska International Airports Revenue Bonds (1971) $77,800,000 San Francisco Airport Improvement Corporation (United Air Lines Facilities, 1974) $55,000,000 City and County of San Francisco Sewer Revenue Bonds (1978) I rc cc- i' In addition Blyth Eastman Dillon is currently retained (separately or jointly) as financing consultant by the following agencies in the West respecting proposed bond financing: Anaheim Redevelopment Agency Br ea Redevelopment Agency The California State University and Colleges California Toll Bridge Authority (State of California Department of Transportation) Cardiff Sanitation District Carpinteria County Water District Carpenteria Sanitary District Centre City Development Corporation (San Diego) Cerritos Redevelopment Agency Community Redevelopment Agency of the City of Hawthorne Community Redevelopment Agency of the City of Los Angeles Community Rdevelopment Agency of the City of South Gate Concord Redevelopment &ency Conejo Recreation and Park District Culver City Redevelopment Agency El 'Dorado County Water Agency El Dorado Irrigation District Emeryville Redevelopment Agency Fallbrook Public Utility District Fresno Redevelopment Agency Glenda1 e Redevelopment Agency Elartnell Community College District 37 c 4 - Ci~y of Idaho Falls, Idaho (Airport Revenue Bonds) Inglewood Redevelopment Agency Irvine Ranch Water District La Habra Heights County Water District La Mesa Redevelopment Agency La Mirada Redevelopment Agency Mar in Municipal Water District City of Zlonterey Montecito County Water District Nevada Irrigation District Nevada, State of (Division of Colorado River Resources) City of Oakland 01 ivenhain Municipal Water District Oroville-Wyandotte Irrigation District Oxnard-Fort Hueneme Wastewater Treatment Authority Parking Authority of the City and County of San Francisco Pa sad ena Red evelo pment Agency Placer County Water Agency City of Pleasant Hill Port Hueneme Redevelopment Agency Poway Municipal Water District City of Portland, Oregon (Development Commission) Redevelopment Redevelopment Redevelopment Red eve lopmen t Redevelopment Redevelopment San Francisco Red ev elo pmcn t Agency of the County of Elonterey Agency of the City of National City Agency of the City of Riverside Agency of the City of San Diego Agency of the City of San Fernando Agency of the City and County of Agency of the City of San Pablo Redevelopment Agency of the City of Santa Nonica Redevelopment Agency of the City of Santa Rosa Redevelopment Agency of the City of Vallejo Regional Airports Improvement Corporation (Los Angeles) Richmond Redevelopment Agency County of San Diego San Francisco Airport Improvement Corporation City and County of San Francisco Santiago County Water Discrict Sierra Community College District Signal Hill Redevelopment Agency Solano Beach Sanitation District Solano Irrigation District Summerland County Water District Temple City Redevelopment Agency City of Vallejo Whittier Redevelopment Agency Yuima Municipal Water District t January 1, 1979 PROPOSED FORM OF AGREEMENT THIS AGREEMENT, made this day of , 1979, by the CITY OF CARLSBAD and the CARLSBAD PARKING AUTHORITY, public agencies, created and existing under and by virtue of the laws of the State of California, herein- after jointly referred to as "City", and BLYTH EASTMAN DILLON & CO. INCORPORATED, a corporation, hereinafter referred to as "Blyth"; W I T N E S S E T H: WHEREAS, City desires to finance expansion of parking facilities at Plaza Camino Real in the City of Carlsbad; and WHEREAS, City deems it to be in its best interest to employ the services of a financing consultant to advise and assist in marketing lease revenue bonds to finance additional parking facilities so as to obtain the lowest practicable in- terest cost over the life of the bonds to be issued; and - WHEREAS, Blyth is qualified to act as financing consultant and has pre- viously been employed by public agencies to provide similar services; NOW, THEREFORE, for and in consideration of the above and of the mutual covenants herein set forth below the parties hereto agree as follows: 1. Blyth will make available for consultation and conference with offi- cials, counsel and staff members of City, at times and places mutually agreed upon, personnel qualified to advise on all matters relating to the sale of parking lease revenue bonds including review of lease documents, construction contract specifica- tions, contractor's bonding requirements, feasibility studies and other matters as necessary ; 2. Blyth will advise City specifically on the timing of bond sale, bond maturity schedule, call features deemed appropriate, permissible number and spread .- of interest coupons, provisions for registration and paying agents, good faith check, terms of delivery, maintenance of reserves or funded interest, permissive invest- ments and similar technical matters. Blyth will cooperate with staff of City and - bond counsel in determining such financial specifications as may be required in any legal document relating to the issuance and sale of any bonds, and will work to assure maximum marketability of such bonds; 3. Blyth will prepare, at the direction of and for review and adoption by City, an Official Statement relating to bonds to be offered for public competitive sale. Such Official Statement will include, among other things, a detailed descrip- tion of the bonds offered, use of bond proceeds, a factual account of City's powers, the economic and financial background of City and such other engineering, legal and statistical matters as experience has shown to be desirable in securing ratings for the bonds from investment services and the widest participation among underwriting syndicates. Blyth will arrange for the distribution of the Official Statement to a comprehensive list of prospective bond underwriters, banks and institutions. In this connection, a supply of Official Statements will also be placed in principal of- fices of Blyth for the purpose of prompt distribution on all requests; rc 4. At times reasonably in advance of any proposed bond sale, Blyth will consult with and advise City concerning advertising, information to prospective bid- ders and buyers, the provision of information to financial journals and investment rating services, and similar measures designed to stimulate and broaden interest in the bonds proposed to be sold. After and in accordance with such consultation, Blyth will contact bond underwriters, institutional investors, financial publications and rating services to the extent that such contacts are deemed beneficial to the interests of City; 5. Blyth will assist and coordinate with bond counsel in arranging for publications of advertisements concerning the bond sale, assist in arranging interim financing if necessary, assist in preparation of bond delivery closing statements and perform any other necessary work to complete bond delivery; 2 6. Blyth reserves the right to bid for and maintain secondary markets on any of City's outstanding bonds. expects to submit a bid for the bonds if and when offered for public sale, or to Unless requested not to bid by City, Blyth form or to join a syndicate to bid on the bonds; 7. Blyth shall pay its costs incurred in performing this contract, in- cluding costs of travel within California, communication, preparation (but not printing and mailing) of Official Statements, and overhead expenses in connection with its work for City. City shall pay costs of bond printing, printing and dis- tribution of Official Statements, rating service and statistical charges, direct costs of information meetings or tours, travel outside California approved by City, and expenses for legal, engineering and professional services incurred by City. Nothing in this paragraph shall, however, prevent City from from assigning to Blyth the of Official Statements, and any direct costs paid by Blyth in connection therewith responsibility of arranging for and supervising such printing and/or distribution - shall be reimbursed by City separately from compensation set forth in paragraph (8) of this Agreement. 8. As compensation for its services rendered hereunder (other than reim- bursement, if any, received under paragraph (9) which follows) Blyth shall receive, only if bonds are sold and delivered, within thirty days following receipt of bond ,.-.- proceeds by City, the sum of Fifteen Thousand Dollars ($15,000) payable at Blyth's San Francisco office; compensation payable under paragraph (7) shall be payable to Blyth from the proceeds of sale, upon receipt of payment therefor, but not other- wise, and unless bonds are actually sold and delivered, no compensation shall be paid to Blyth under provisions of this paragraph (7). 9. City shall reimburse Blyth for actual costs of printing and distributing the official statement, notice of sale and resolution; advertisements concerning the sale of bonds; printing the bonds; rating services and other charges related to sale of bonds; reimbursement for such expenses shall be paid to Blyth by City within 30 3 . *- I days of the receipt of bond proceeds by City; 10. This agreement shall continue for a period of one (1) year from date of execution unless terminated earlier by mutual consent of the parties hereto or by sale of all of the bonds herein referred to. The period of this agreement may be extended by mutual consent so long as any of said bonds remain unsold. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by duly authorized officers as of the day and year first above written. BLYTH ,E$STMAN DILLON &I CO. INCORPORATED By : Vqce President / CITY OF CARLSBAD By : CARLSBAD PARKING AUTHORITY By : L- PROPOSIU, To THE CITY OF CARLSBAD, CALIM>RNIA . PARKING LEASE FlEvENuE BONDS MILLER & SCHROEDER MUNICIPALS, INC. 150 LaJolla Financial Bldg. 1200 Prospect LaJolla, Calif. 92037 (714) 459-2661 - 170 Northwestern Financial Center 7900 Xerxes Ave. S. Minneapolis. Mn. 55431 (612) 831-1500 209 LaSalle St. S. Suite 709 Chicago 111. 60604 (312) 346-9446 1001 Northwestern Bank Building 0 Mpls., Mn. 55402 The Honorable City Council of the City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 Dear Councilmembers: We have been advised that the City of Carlsbad is formulating plans to issue its ParkAng Revenue Bonds for the purpose of acquisition and fi- canting of public parking facilities connected with an expansion of the El Camino Plaza Regional Shopping Center. with our proposal to serve as financial consultants for the City's pro- posed financing. We are pleased to submit here- Miller & Schmeder Municipals, Inc. is an investment banking and financial consulting firm specializing in municipal finance with offices in San Diego and San Francisco, California, as well as Mjnneapolis, Minnesota and Chicago, Illinois. We have been involved in all areas of tax-exempt financin& including the use of parking revenue bonds, cornunity non- profit corporation revenue bonds, special assessment and lease revenue bonds, tax incremnt bonds and notes, residential mortgage revenue bonds and industrial developmnt and pollution control bonds. We have included herein general background information with respect to Miller L? Schroeder and our personnel who would be involved with your pro- iUer & neder The Honorable City Council of the City of Carlsbad February 26, 1979 Page 2 ject. mnt which outlines the services to be performed and our fee structure. I look fomrd to metine: with the City and members of your staff to an- There is also included herein a form of financial consulting agree- ~. swer any additional quesKions you the program. my have regarding Miller & Schroeder or RespectMly submitted, i MILLER & SCHROEDER INC . 11 tant , JJK:lk QUALIFICATIONS OF FINANCIAL CONSULTANT Miller & Schroeder Municipals, Inc. provides a rull range of services in municipal financing, including financial consulting and inve-stment banking ser- vices, underwriting, and retail mketing. ?his wide range of services requires that we constantly maintain up-to-the-minute information of all factors effecting the marketability of tax-exempt obligations. Nearly half of our principals involved in tax-exempt financings are based in California. ?his insures our availability to attend such meetin@, drafting, planning and review sessions, conduct due diligence sessions and perform our responsibilities to accomplish the financing program in a timely, efficient mer. Timing can be critical in today's rapidly changing mney markets. Our extensive experience in working with California law governing municipal finance and the unique problems of California issuers is invaluable in assessing the merits of various alternative financing programs to determine which may be best suited for a particular project. Effective, timly mketing is essential in keeping interest rates paid by the issuer as low as possible. ' Acting as financial consultants, Miller & Schroeder completed Financings in excess of $170,000,000 in 1978. We have completed parking projects for the City of Pasadena ($1,226,413), the Redevelopment Agency of the City of San Bernardm -0 ($1,950,000) and we are currently engaged in a similar project for the City of Montelair. As brokepdealers we purchase bonds for our own account both through nego- tiated underwriting and as bidders on issues sold at public sale. We have the financial capability of underwriting issues in excess of $50,000,000 acting as sole underwriter. dividual investors on a nationwide basis, providing us with a diversified outlet for bonds which we underwrite. Our retail mrketing force serves both institutional and in- A PERSONNEL ?“ne primary responsibility for the project will be assipged to our staff in La Jolla with some back-up assistance fmm personnel in <an Francisco. The primary persons involved will be as follows: Mr. Michael F. Whipple, Senior Financial Consultant, has extensive experience in the use of special assessment districts and redevelopment agency financing. MI,. Whipple is a registered civil engineer in the State of California. He holds 8 Bachelor of Science in Civil Engineering from the California State University at bng Beach and a Masters of Business Administration from U.C.L.A. Mr. J. Jeffery Kinsell of ow La Jolla office will be jointly responsible for the project. invc-ved in financial consulting and underwriting in Illinois and was engaged as a municipal bond analyst for the American Municipal Bond Assurance Corporation Prior to recently joining Miller & Schroeder, Mr. Kinsell was % / # in Milwaukee, Wisconsin. He holds Bachelor of Science and Master of Science degrees in Finance from the University of Illinois. James E. Iverson, Esq., Senior Vice President and a Senior Partner of the Firm, has been underwriting tax-exempt bonds since 1969. Prior to joining Miller & Schroeder, he was co-manager of the Municipal Finance Department of Goodbody & Coqany in New York. and San Francisco offices since they were opened. and California experience, having personally underwritten in excess of $1 billion. He has been underwr+ting housing and redevelopment bonds since 1964. tional background includes: B.A., Columbia College; L.L.B., New York University; SEC Enforcement Attorney, New York Regional Office; Municipal Bond Attorney with Messrs. Mudge, Rose, Gutherie and Alexander; rrmber of the New York State Bar. Mr. Iverson has been the partner in charge of the La Jolla He has considerable national His educa- Ms. Jane E. Miller, Financial Consultant, has worked in municipal govemnt P - 1 administration for the Cities of El Cajon and National City, California, prior to joining Miller & Schroeder. ministration and financial analysis. tant to municipalities involved in BO litigation. and Master of Arts degrees fkom San Diem State University. Her duties included budget preparation, pant ad- In addition, Ms. Miller served as a consul- She holds Bachelor of Arts Ms. Pmla R. Wiget, Financial Consultant, has been involved in several water system acquisition and revenue bond projects, as well as redevelopmnt agency financings. Prior to joining Miller & Schroeder, Ms. Wi.get worked for Los Angeles County and J. Paul Getty in business administrative cmacities. Her educational background includes a Bachelor of Arts Cepe ku>m San Jose State University and graduate work at the University of Florence, Italy and the Univer- sity of California, Berkeley. , -. _- - AGREEMENT FOR FTNANCING CONSULTANT I WHEREAS, the Authority requires assistance in the development of a sound, equi- THIS AGFEEMENT, made this day of 3 1979, by and between the PAFKING AUTHORITY OF THE CITY OF CARLSBAD, San Diego County, California (herinafter called "Authority"), party of the first part, and MIL;LER & SCHROEDER MUNICIPALS, INC., 1200 Prospect Street, La Jolla, California, (hereinafter called "Consultant"), party of the WHEREAS, the Authority Law of 1949 for the purpose I connected with an expansion I WHEREAS, the Authority I i 1 - i second part: WITNESSETH: proposes to initiate proceedings pursuant to the Parking of acquisition and financing of public parking facilities of the El Camino Plaza Regional Shopping Center; and intends to'issue its pmking lease revenue bonds (the /able and practical financing plan to implement the project by taking into con- ideration sources of capital funds and cash flow requirements, annual costs, the location of those costs, statutory requirements and restrictions, and alternate thods, if applicable; and - I 1 WHEREAS, the Authority after due investigation and deliberation, has determined t the Consultant is qualified by training and experience to perform said ser- - NOW, "EREFO€E, it is mutually agreed as follows, to wit: i The Authority hereby employs the Consultant and the Consultant hereby accepts ch employment to perform the services upon the terms, subject to the conditions, and consideration of payments as heremer set forth: - -2- I SEBVICES TO BE PERFORMED 1 The Consultant shall perform the following services in a dlligent mer: 1. Assenble, review and analyze available data and inibmtion which may have a bearing on a program for financing the construction of the proposed public improvements. 2. Provide advice, consultation and recomndations as requested, on the following: c a. Applicable procedures for financing the proposed improvements, the advantages and disadvantages of each method and the general financing re- - quirerents or restrictions applicable to each method. b. Available sources of revenues which might be used to pay the annual operation and maintenance costs of the improvemnts. # c. The financial effects of the financing program on typical prop erty-owners, taxpayers or beneficiaries of the improvements. d. Recomndations as to a speciflc proceedings or alternates thereto I I to implemnt the financing. - i I! !" e. Procedural steps to be taken and the timing of actions. 3. Assist Bond Counsel with the preparation of necessary resolutions and ther legal documents and make recomndations as to the exact terms and conditions der which bonds are to be issued and sold, including timing and method of sale, final mrtization or repayment schedules, call and redemption features, pro- sions governing the issuance of additional bonds, covenants and other pro- sions in order to secure the best possible rating on the bonds. 1 4. Upon approval by the Authority of the final financing details and upon gdirection by the Authority to do so, prepare the text and other'mterial for an official statement or bond prospectus describing the improvmnts, the bonds, theis -3- l . 1 I - , , - security, and the economic and financial background of the City. 5. Arrange for printing and distribution of the bond prospectus and other ?he related material to a comprehensive list of prospective bond underwriters. Authority would reimburse the Consultant for costs of printing and distrfbuting the official statement and related material. 6. Effect direct personal contact with dealers and investors to stimulate interest in any bonds issued and advise on technical questions concerning the financing. 7. Make every effort to obtain a bond rating for each proposed issue to the end that such bonds my be sold for the lowest possible cost. ?he Consultant, shall inform Moody's Investors Service and Standard and Poor's Corporation of all infomtion required by such agencies necessary in establishing such rating and I rrake such trips and schedule such conferences with such agencies as may be necessary to obtain the highest possible rating on the bonds. 8. During the entire course of employment hereunder, the Consultant shall be available at reasonable times for consultation and advice relating to the fi- nancial aspects of the contemplated improvement program. PAYMENT FOR SERVICES 10. For the services to be rendered hereunder, the Authority agrees to pay the Consultant a sum equal to one-half of one percent (.50%) of the principal amount of. the Bonds 5s'sued by the Authority. O'JHER CONSIDERATIONS 11. The Authority shall bear all costs of issuance of bonds, notes or other obligations including the costs of printing the official statement, the securities or other legal. documents, fees of bond cowsel, rating agency fees, if any, and costs of required publications. -. - -4- 12. The Consultant is employed hereunder to render a professional service as a municipal financing consultant and any payments mde to it are compensation solely for such services and advice. I The Consultant shall bear all out-of-pocket costs and expenses, including without limitation, travel, telephone, telegraph, stenographic work, and the like, incurred by the Consultant in performing the Consultant's duties and obligations, unless the incurring of such costs and expenses is specifically authorized in writing by the Authority. not responsible for and shall not be held liable for any other expense or expen- I ?"ne Consultant is ' - diture in connection with the financing program. 13. The Consultant hereby has the approval of the Authority to bid on the \ \Authority's obligations at public sale, - 14. The Authority agrees that its officials and employees will be requested and :dFrected to cooperate with and assist representatives of the Consultant to the end that the Consultant may secure all information and data required to perform the services c - herein provided for. 15. The term of this Agreement shall be five (5) years *om the date hereof, bpt may be cancelled without cause by either party by giving the other party thirty (30) days written notice'of such cancellation. IN WITNESS WHEREOF, said Authority, party of the first part, has caused these presents to be properly executed, and said Consultant, party of the second past, has caused these presents to be executed by one of its officers, as of the date hereinabove - set forth . THE PARKING AUTHORITY OF THE CITY OF CWBAD Bv MILIBR & SCHROEDER MUNICIPALS, INC. - secretary (SEAL) Bv i - I I -4 STONE & YOUNGBERG M U N I C I PA L F I N A N C I N G C 0 N S U LTA N T SI I N C. February 27, 1979 Mrs . Thelma L. Sowell Finance Director City of Carlsbad 1200 Elm Avenue Carlsbad, California 92008 Dear Mrs. Sowell: Pursuant to your request of January 25, 1979, we take pleasure in submitting our pro- posal to act as financing consultants to the Parking Authority in connection with the contemplated sale of $1,500,000 of Parking Lease Revenue Bonds. At this time, it might be appropriate to outline the background of our firm and also up- date some of the information contained in the enclosed brochure. BACKGROUND AND EXPERIENCE Our firm, a pioneer in the field of municipal financing consulting has been continually active in this highly technical field for over forty-five years. We have been employed on more than 4,000 public improvement projects involving in excess of $9.0 billion of financing. Included are financing of virtually all types of improvements such as capi- tal improvement programs , ports and harbors, civic buildings, water, sewers , hospi- tals , airports , redevelopment , parks and open space, transit, streets , etc . We maintain offices in San Francisco, Los Angeles , Seattle and New York. Our consulting department is staffed by highly trained and experienced personnel who devote their entire efforts to this field. This is, to our knowledge, the largest such specialized staff in the United States. In addition to the consulting staff, a large secre- tarial and statistical section serves to furnish the necessary office and clerical require- ments of the department. We are currently informed as to the latest information concerning bond market trends , prices , etc . Thus , our clients are assured that analyses and recommendations are based on a complete knowledge of current conditions in the existing financial market. The effectiveness of our services is a matter of record. There have been no unfortun- ate results due to oversight or haste caused by lack of experienced personnel to serve our clients properly. The review of our reports and analyses by our staff, prior to 1541 WlLSHlRE BOULEVARD * LOS ANGELES. CALIFORNIA 90017 * (213) 483-1643 Mrs . Thelma Sowell, Finance Director Finance Director February 27, 1979 Page 2. presentation to our employer, is assurance of thorough and accurate work. The financ- ing is soundly conceived and properly formulated. The bond sales have brought the lowest possible rates of interest consistent with prevailing markets. No project on which we have been employed has defaulted or experienced financial difficulty. This is true even though we were active in this field during the depression period of the 1930's. SERVICES TO BE PERFORMED We hereby propose to be employed as municipal financing consultants to the Parking Authority to render, among other things, the following services: 1. a bearing on the program for financing the construction of the proposed proj- ects. Assemble, review and analyze all available financial, architectural, engineering, legal and economic data and information which may have 2. the financing of the proposed projects. Provide financing information and data that may be required in connec- tion with any aids or grants which may become available to assist in 3. Based on the foregoing analysis, consult with the Authority concerning the following items: a. The proposed improvement, its purpose and benefits, its estimated capital and annual maintenance and operation costs and other pertinent information based primarily on data and information to be supplied by the Authority, its engineers and architects. b. contract payments and annual subventions or grants which might be used to amortize the indebtedness to be incurred for the capital costs of the project and to pay its annual maintenance and operation costs. Possible sources of revenues such as property taxes, utility revenues, service charges, rental income and proceeds from c . ficiaries of the improvements. Illustrations and examples of the financial effects of the financ- ing program on typical propertyowners, taxpayers or bene- d. Recommendations as to further procedural steps to be taken and timing of actions. 4. the Authority, we would: If the issuance of bonds or other evidences of indebtedness to finance all or part of the costs of the proposed improvement is authorized by Mrs . Thelma Sowell, Finance Director City of Carlsbad February 27 , 1979 Page 3. a. timing and method of sale , final amortization or repayment schedules , sinking fund requirements, application of revenues and other details , and cooperate with the Authority's bond counsel in drafting the necessary resolution of issuance and notice of sale. Make recommendations as to exact terms and conditions under which bonds are to be issued and sold, including b . Upon approval by the Authority of final financing details and upon direction by the Authority to do so, prepare the text and other material for an official statement or bond prospectus describ- ing the improvements, the bonds, their security, and the economic and financial background of the City, which may be duplicated or printed and mailed at Authority's expense together with copies of the official notice of sale to prospective bond bidders , a comprehensive list of whom shall be supplied by us. We also would contact national bond rating agencies and take such other steps as appear advisable to encourage strong competitive bidding for the bonds. Any charges by bond rating agencies would be borne by the Authority. PAYMENT FOR SERVICES 5. For the services to be rendered hereunder , other than specific charges mentioned above, the fee would be $20,000. In the field of lease-revenue financing the following list of lease-revenue projects will serve to indicate the scope of our work in this field. LEASE REVENUE BONDS (000's Omitted) Name Alameda, City of (Detention Facilities) San Diego Stadium Authority Santa Monica , City of, Parking Authority San Bernardino Building Authority El Cajon Building Authority Orange County-Westminster Civic Center Authority Desert Hosp ita1 Author it y Los Angeles County-West Covina Civic Center Authority San Carlos Civic Center Authority Downey , City of, Community Hospital Authority Upland, City of, Parking Authority Upland Civic Center Building Authority Beverly Hills , City of , Parking Authority San Diego City-County Camp Authority Amount $25,000 27,750 9,000 2,525 800 5,850 22,000 5,900 1,900 6,250 245 1,080 5,500 1,740 " .. . - L Mrs. Thelma Sowell, Finance Director City of Carlsbad LEASE REVENUE BONDS (CONT'D) San Bernardino Public Safety Authority Merced County-Los Banos Public Safety Authority Santa Barbara County Public Safety Authority Seal Beach Administration Building Authority Merced County-Atwater Civic Center Authority Huntington Beach, City of , Parking Authority Montclair Fire Authority Guam Power Authority San Jose Civic Improvement Authority Oakdale, City of , Parking Authority Riverside County Law Library Authority Long Beach, City of-Los Angeles County Civic Center Authority Los Angeles County-San Dimas Civic Center Authority Santa Maria Airport Building Authority Los Angeles, City of, Parking Authority Los Angeles, County of , Parking Authority Los Angeles County-Puddingstone Regional Park Authority Los Angeles County-Frank G. Bonnelli Regional County Park & Recreational Area Authority San Bernardino-Chino Civic Center Authority Sacramento, City of , Parking Authority Orange County Civic Center Authority Marin County-Corte Madera Public Library Authority Glendora Library Authority San Bernardino-Victorville Public Facilities Authority San Fernando, City of , Parking Authority Visalia Public Building Authority Washington Hospital Authority Placer County Administrative Center Authority Los Angeles County-Covina Civic Center Authority San Buenaventura, City of , Parking Authority Fullerton Library Building Authority Riverside Civic Center Authority Mount Diablo Hospital Authority Seaside, City of, Parking Authority Pomerado Hospital Authority Alhambra Library Building Corporation Woodland , City of , Public Improvement Corporation Fullerton, City of , Northwest Airport Area Corporation Huntington Beach , City of , Public Facilities Corporation Los Angeles County-Alhambra Court House Building Corporation Los Angeles County-Whittier Court House Corporation Pomona Civic Center Corporation February 27, 1979 Page 4. 10,000 400 4,100 450 3 00 2,300 1 , 170 11,000 8,000 3 , 000 1 , 490 39,390 2,175 2,915 58 , 775 810 4,450 10,100 4,535 3,140 32 , 270 855 950 990 750 3 , 725 9,700 500 6,300 1 , 500 1,300 36,090 10,550 940 14,250 1 , 250 950 410 16,100 6,550 3,950 2,790 Mrs . Thelma Sowell, Finance Director City of Carlsbad LEASE REVENUE BONDS (CONT’D) Covina, City of, Police and Fire Building Corporation San Bernardino Public Safety Authority San Francisco Uptown City Parking Corporation Parking Authority of the County of Sacramento Riverside Civic Center Authority Camarillo Library Authority Parking Authority of the City of West Covina Grossmont Hospital Authority Heartland Fire Training Facility Authority Parking Authority of the City of Riverside Parking Authority of the City of Seaside Alhambra Library Building Corporation City of Woodland Public Improvements Corporation City of Santa Maria Solid Waste Disposal Corporation San Francisco Central City Parking Corporation Cudahy Civic Center Authority Palm Springs , City of, Airport Riverside-Indio Civic Center Authority Paso Robles Union High School Paso Robles Elementary School Tri-Cities Hospital Authority San Diego Planetarium Authority Sunnyvale Parking Los Angeles , City of, Public Facilities Corporation San Diego Unified School District San Ramon Valley Unified School District Livermore Unified School District William S. Hart Union High School Victor Valley Joint Union High School Santa Ynez Valley Union High School Carlsbad Unified School District Shoreline Unified School District Forestville Union School District Murietta Elementary School San Diego Unified School District Rim of the World Unified School District San Francisco Unified School District Davis Joint Unified School District Mojave Unified School District Templeton Unified School District San Luis Obispo County San Diego County-South Bay Regional Center San Diego County-East County Regional Center Simi Valley Civic Center Authority Redevelopment Agency City of Redlands Redevelopment Agency City of Redlands February 27, 1979 Page 5. 2,200 4,100 4,100 3,140 36,000 88 5 7,675 16,350 1 , 000 2,450 940 1 , 250 950 3,000 4,100 350 1 , 550 1 , 300 3 , 300 2.800 8,500 3 , 000 11,200 64 , 500 72 , 250 11,000 10,825 3,630 3,195 2,200 1 , 210 1 , 005 63 5 41 0 32 , 000 12,000 11,000 7,000 2,200 1,800 3 , 000 22,000 20,000 1,200 4,500 3 , 760 .Ti? Mrs. Thelma Sowell, Finance Cirector City of Carlsbad February 27, 1979 Page 6. The above list of Lease Revenue Bond financing totals $848,170,000. our firm has had considerable experience in this field. As you can see, Thank you for requesting this proposal from our firm. If you require any further infor- mation, please do not hesitate to contact us through our Los Angeles office. Very truly yours, STONE &YOUNGBERG Municipal Financing Consultants , Inc . Robert G. Bulot, Senior Vice President RGB: sb Enclosure. cc: Alan Miller Stone & Youngberg