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HomeMy WebLinkAbout1992-07-07; City Council; Resolution 92-2031 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 RESOLUTION NO. 92-203 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, SELECTING STONE & YOUNGBERG TO ACT AS UNDERWRITER FOR THE RANCHO SANTA FE ROAD ASSESSMENT DISTEUCT (ASSESSMENT DISTRICT 91-11 WHEREAS, the City Council of the City af Carlsbad, California anticipates the creation of a 1913 Act Assessment District to pay for public improvements related to Rancho Santa Fe Road; and WHEREAS, the City anticipates issuing bonds under the 1915 Act to finance all or part of the Rancho Santa Fe Road improvements; and WHEREAS, in accordance with Council Policy 33, the property owners have recommended the selection of Stone & Youngberg to act as underwriter for the Rancho Santa Fe Road Assessment District; and WHEREAS, the City staff in consultation with the City's bond counsel and financial advisor concur with the selection of Stone & Youngberg to act as underwriter for said bond issue; and WHEREAS, the City Council finds that the firm of Stone & Youngberg is well-qualified to underwrite the Rancho Santa Fe Road Assessment District bond issue, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. /// /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a a 2. That the Mayor is hereby authorized to execute the attached Underwriting Agreement between the City of Carlsbad and Stone & Youngberg for the underwriting of the Rancho Santa Fe Road Assessment District bond issue (Assessment District 91-1). PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California on the 7th day of July , 1.992, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Larson, Stanton and Nygaard NOES: None ABSENT: None ATTEST: ALETHA L. MUTE (SEAL) I - 0 e w. STONE & YOUNGBERG MEMBERS PACIFIC STOCK EXCHANGE i 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 UNDERWRITING AGREEMENT Telephone (619) 452-0504 Facsimile (619) 452-6131 April 6, 1992 City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008-1989 Attn: Mr. James Elliott Finance Director Re: Underwriter’s Agreement for City of Carlsbad Assessment District Bonds (Zones 11 and 12) Members of the City Council: This letter will serve as an agreement between the City of Carlsbad (the “City”) and Stone & Youngberg (the “Underwriter”) to serve as Underwriter to the City until the parties enter into an actual Purchase Contract regarding the negotiated sale of securities to be issued by the City pursuant to the Improvement Bond Act of 1915. You have informed us that the City intends to issue a series of Bonds to provide funds for financing various public improvements and for this purpose requires the services of the Underwriter to assist in structuring the financing and to enter into a Purchase Contract for the securities which is acceptable to the City. As Underwriter, we will use our best efforts to bring the Bonds to market at competitive interest rates practicable under the market conditions existing at the time of their sale. The Underwriter agrees to undertake the below listed services and functions: A. Structuring the Financing 1. The Underwriter will work with the City to create the most feasible and efficient structure for financing the necessary improvements given the expected sequencing of the proposed developments and the provision of the required public facilities. SAN FRANCISCO (415) 981-1314 LOS ANGELES (818) 789-2663 City of Carlsbad W 0 Re: Underwriting Agreement April 6, 1992 Page 2 2. The Underwriter will work with the City’s bond counsel and other professionals in recommending specific terms and conditions affecting the Bonds. 3. The Underwriter will prepare an Official Statement on behalf of the City (preliminary and final versions, respectively) for sale of the Bonds in accordance with the standards of Rule 15c2-12 of the Securities Exchange Commission and other applicable securities laws. Although it will be the responsibility of the Underwriter to prepare the Official Statement, the City agrees to participate in its preparation by providing pertinent information to be included therein and agrees to review the Official Statement for accuracy relating to matters concerning the Bonds, the Improvement District, the overlying Community Facilities District and the City. The execution and delivery of the Official Statement will be duly authorized by the City for use in marketing the Bonds. B. Marketing the Bonds 1. At the designated time for sale of the Bonds, the Underwriter will submit an offer to the City to purchase the Bonds subject to pertinent resolutions, the Official Statement, and all other necessary documents, approvals, and proceedings governing such Bonds having been determined by Bond Counsel, the City and the Underwriter 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 public offering. The Underwriter 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 Underwriter will indicate to the City the interest rate or rates, the purchase price from the City, and the public offering price of the Bonds that we then estimate will be included in such offer. If, after negotiations in good faith, the City and the Underwriter fail to agree on the terms of sale of the Bonds, and upon written notice to the Underwriter, the Cityimay then offer the Bonds for sale to others without any further obligation to the Underwriter. City of Carlsbad e Rei Underwriting Agreement April 6, 1992 Page 3 C. General Provisions Relating to the City and the Underwriter 1. The City agrees to make available to the Underwriter without cost, sufficient copies of any applicable reports, agreements, contracts, resolutions and other relevant documents pertaining to the improvement project, the overlying Community Facilities District, the City or the Bonds as reasonably may be required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. 2. The Underwriter will pay its own out-of-pocket and other expenses, including the cost of Underwriter’s Counsel (if applicable), Blue Sky and Investment Memorandum, assignment of CUSIPs and any advertising expenses in connection with the public offering of the Bonds. 1 3. The City will pay from the proceeds of the Bonds all of its costs and expenses customarily paid therefrom, including the cost of printing the Bonds and the Official Statements, and any other documents, the fees and expenses of its legal counsel, bond counsel, accountants, architects, engineers, and of any other experts or consultants retained by the City in connection with the financing. 4. It is expressly understood and agreed and the City hereby recognizes that in performing its activities the Underwriter is acting solely on its own behalf and plans to submit to the City a proposal to purchase the Bonds for resale. Nothing herein shall be construed to make the Underwriter an employee or financial, fiscal or other advisor of the City, or to establish any fiduciary relationship between the City and the Underwriter. It is understood and agreed that the City shall not be required to compensate the Underwriter for services provided to the City under this agreement if the bonds are not sold to the Underwriter. 5. This agreement shall extend to the date of sale of the last series of Bonds as contemplated herein, unless earlier terminated by the City for cause set forth in a written notice. 6. Nothing herein shall prevent Stone & Youngberg from acting as underwriter or financial advisor to the City of Carlsbad or the Carlsbad Redevelopment Agency on other financings. 7. Upon termination of this agreement, the City will be under no further obligation to the Underwriter hereunder. 8. It is understood and agreed that Stone & Youngberg will be represented by L. William Huck and John H. Gibson as the principal investment bankers to the City of Carlsbad. City of Carlsbad 0 a Re: Underwriting Agreement Page 4 April 6, 1992 Upon your acceptance set forth below, this letter will constitute an agreement between the City and the undersigned. Thank you for the opportunity to be of service to the City of Carlsbad. Very truly yours, & YOUNGB~G :~J!if.?&L L. William Huck Partner Accepted this pday of u* , 1992. CITY OF CARLSBAD By: Title: CLAUDE. A. LEWIS, Mayor LWH:am