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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 Ti tl e RLA/ n j r 000€A 5-