HomeMy WebLinkAbout1986-05-06; City Council; Resolution 8541..
RESOLUTION NO. 8541
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD , CALIFORNIA , APPROVING AN AGREEMENT
WITH STONE AND YOUNGBERG TO ACT AS UNDERWRITER
FOR THE BATIQUITOS LAGOON EDUCATIONAL PARK
ASSESSMENT DISTRICT AND AUTHORIZING THE MAYOR
TO EXECUTE SAME.
WHEREAS, the City Council has directed staff to proceed with the
formation of the Batiquitos Lagoon Educational Park Assessment District , and
WHEREAS, the City Council has determined that it is in the City's
best interest to sell bonds resulting from this assessment district through
negotiation with a single underwriter , and
WHEREAS, the City Council has determined that the firm of Stone
and Youngberg can best serve the City as underwriter due to their experience
in bond issues of this type, familiarity with the project and past service
to the City.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad that the attached agreement (Exhibit A) with Stone and
Youngberg is hereby approved and that the Mayor is authorized to execute
this agreement on behalf of the City.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
City Council of the City of Carlsbad, California, held on the 6th day
of fiY , 1986, by the following vote, to wit:
AYES: Council Members Casler, Lewis, Kulchin, Chick and Pettine
NOES: None
ABSENT: None
ATTEST:
/ (SEAL)
a
STO'NE & YOUNGBERG
MEMBERS: PACIFIC STOCK EXCHANGE
April 15, 14%
City Council City of Carlsbad
1200 Elm Avenue Carlsbad, CA 92008
RE: Batiquitos Lagoon
Honorable Council Members:
This letter will serve as an agreement between the City of Carlsbad
("the Cityit) and Stone 8 Youngberg ("the Underwriters's) to serve as Underwriters to the City until the parties enter into an actual Purchase Contract regarding the negotiated sale of improvement bonds in the
principal amount of approximately for the above-named project to be issued by the City pursuant to the Improvement Bond Act of
1915 ("the Bonds1').
You have informed us that the City intends to issue the Bonds to
provide funds for financing various public improvements and for this purpose requires the services of the Underwriter to render advice as to
the structure of the financing and to enter into a Purchase Contract that
is agreeable to the City.
As Underwritersr we will use our best efforts to bring the Bonds to
market at reasonable rates under then existing conditions. The
Underwriters agree to undertake the below 1 isted services and functions.
A. Structurins the Finmcina:
1. The Underwriter will advise the City on methods of improving the feasibility and marketability of the project and the Bonds.
2. The Underwriter will work with the City's bond counsel and
property owners in recommending specific terms and conditions affecting the Bonds.
3. Tha Underdriters will prepare an Offering Memorandum (preliminary and ,final versions, respectively) for sale of the Bonds. Although
it will be the responsibility of the Underwriters to prepare the Offering Memorandum, the City agrees to participate in its preparation by providing pertinent information to be included therein and review the Offering Memorandum for accuraGy as it relates to matters concerning the Sonds, the Project and the City.
1127 WALL STREET PO. BOX 1024 LA JOLLA, CALIFORNIA 92038 (714) 454-9081 3
City Council ' April 15, 1986
City of Carlsbad Page Two
Said Offering Memorandum will include a description of the Bonds
and their security and pertinent financial economic data. The
execution and delivery of the Offering Memorandum will be duly
authorized by the City for use in marketing the Bonds.
B. Marketina the Bonds
1. At the designated time for sale of the Bonds, the Underwriters
will submit an offer to the City to purchase the Bonds, subject to
pertinent resolutions, the Offering Memorandum, and a1 1 other
necessary documents, approvals, and proceedings governing such
Bonds having been determined by bond counsel, the City, and the
Underwriters to be satisfactory in all respects for financing
purposes. It is intended that, once purchased, the Bonds will be ~
re-offered to the public on the basis of an immediate "bona fide
public offeringw. The Underwriters may form a group of investment
banking firms for the purpose of underwriting and selling the
Bonds.
2. At least one day prior to the submission of any such formal offer
to the City for the purchase of the Bonds, the Underwriters will
indicate to the City the interest rate or rates, the purchase
price from the City, and public offering price of the Bonds which
we then estimate will be included in such offer. If after
negotiations in' good faith, the City and the Underwriters fail to
agree on terms of sale of the Bonds, and upon written notice to
the Underwriters, the City may then offer the Bonds for sale to
others.
C. General Provisions Relatins to the City and the Underwriter
I. The City agrees to make available to the Underwriters rithout
c~st, sufficient copies of any appl icabfe rapwts, agreezsnts,
contracts, resolutions, and other re1 evant documents pertaining to
the Project, the City or the Bonds as reasonably may be required
from time to time for the prompt and efficient performance by the
Underwriters of thei r ob1 igatjons hereunder.
2. The Underwriters shall pay its own out-of-pocket and other
expenses, including printing of B7ua Sky and Investment :-le;norandum
and any advertising expenses in connection with the public
offering of the Bonds.
3. The City shall pay from the proceeds of the Bonds or other funds .
of the CIty al.1 costs and expenses customarily paid therefrom '
including the cost of printing the Bonds and any other documents,
the fees and expenses of its legal counsel, bond counsel,
.accountants, atxhitects, enginaers and of my cthzr oxpearis
'retained by the City in connection "ith the financing.
City Council .. April 15, 1986
City of Carlsbad Page Three
4. It is expressly understood and agreed and the City hereby
recognizes that in performing its activities, the Underwriters are
acting solely on their own behalf and plan to submit to the City a
proposal to purchase the Bonds for resale. Nothing herein shall be construed to make the Underwriters an employee or financial,
fiscal or other advisor of the City, or to establish any fiduciary
relationship between the City and the Underwriters.
5. This agreement shall extend to the date of sale of the Bonds as
cOnt€!mplated herein, when the formal bond Purchase Contract is entered into by the parties.
6. The City may terminate this agreement at any time on or after the
last day of folloding receipt by the Underwriters of written notification from the City. Upon
termination of this agreement, the City shall be under no further
ob1 igation to the Underwriters hereunder.
Upon your acceptance set forth below, this letter will constitute an
agreement between the City and the undersigned. Please return one signed
copy of this agreement.
Very truly yours,
STONE d YOUNGBERG
Robert L. Anderson
Accepted this day of 8 1986.
BY
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