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Home My WebLink AboutCC Resolution 8797 (Mariposa Rd Assessment District)RESOLUTION NO. 8797 RESOLUTION APPOINTING STONE & YOUNGBERG MANAGING UNDERWRITER MARIPOSA ROAD ASSESSMENT DISTRICT The City Council of the City of San Rafael resolves: This Council hereby appoints Stone & Youngberg as Managing Underwriter, to structure, coordinate, investigate and prepare a bond statement, and to submit to this Council a proposal to purchase the improvement bonds to be issued in Mariposa Road Assessment District. This Council makes this appointment with the understanding that the Managing Underwriter must commit considerable time and expense to prepare this bond issue for public offering on a fully contingent basis and therefore, the Managing Underwriter requires assurances that said time and expense may be recovered in the process of underwriting the bond issue. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, California, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City held on the 7th day of December, 1992, by the following vote, to wit: AYES: COUNCILMEMBERS:Breiner, Cohen, Shippey, Thayer & Mayor Boro NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS:None JE �LEON�4,P'CN�yClerk ORIG ',11 L /IrrAl"k STONE & YOUNGBERG MEMBERS PACIFIC STOCK EXCHANGE UNDERWRInNG AGREEbI EWr November 25, 1992 City Council City of San Rafael 1400 Fifth Avenue P. O. Box 151560 San Rafael, CA 94915-1560 Attn: Mr. Ransom E. Coleman Re: Underwriting Agreement for City of San Rafael Limited Improvement Bonds, Mariposa Road Assessment District Dear Councihnembers: This letter will serve as an agreement between the City of San Rafael (the "City"), and Stone & Youngberg (the "Underwriter") to serve as underwriter to the City until the parties enter into an actual Bond Purchase Agreement regarding the negotiated sale of City of San Rafael Lunited Obligation Improvement Bonds, Mariposa Road Assessment District (the "Bonds") expected to be issued by the City pursuant to the Improvement Bond Act of 1915 to finance various public improvements for the referenced project. You have informed us that the City expects to issue the Bonds to provide funds for financing public improvements and for this purpose requires the services of the Underwriter to assist in the structuring of the financing and to enter into a Bond Purchase Agreement that is agreeable to the City. As Underwriter we will use our best efforts to bring the Bonds to market at reasonable rates under then existing conditions. A. Scope of Services to be Provided: The Underwriter will provide the following services in connection with the underwriting of the Bonds: Coordinate the activities of all financing participants: the City, bond counsel, the assessment engineer and any other consultants to the City to help ensure that the financing will be completed in a timely manner. 2. Review the relative advantages and disadvantages of appropriate financing options with City staff (and property owners, if appropriate). ONE CALIFORNIA STREET . SAN FRANCISCO, CALIFORNIA 94111 • (415) 981-1314 C U11y City of San Rafael November 25, 1992 Page 2 3. Assist in developing the structure and provisions of the financing, including security provisions, debt service schedules, redemption features, foreclosure covenants, etc. 4. Assist in the preparation of all relevant financing documents. 5. On an ongoing basis, inform the City of current market conditions, assist in selecting a suitable time for market entry, and conduct the necessary pre -marketing of the issue. 6. Coordinate the preparation, printing and distribution of an Offering Memorandum for the sale of the Bonds; distribute the Offering Memorandum to key prospective purchasers. 7. Carry out the steps necessary for marketing the Bonds; 8. After discussions with the City, set the initial pricing for the Bonds and begin the order period. 9. After final terms have been agreed upon, enter into a Bond Purchase Agreement. 10. Work with all fincuicing participants to ensure the tiunely delivery of Bonds against payment. If the City desires, arrange for the investment of bond proceeds. 11. Maintain an active secondary market for the issue. B. Marketing the Bonds: At the designated time for the sale of the Bonds, the Underwriter will submit an offer to the City to purchase the Bonds, subject to pertinent resolutions, 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 "bona fide public offering". 2. 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 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 Underwriter fail to agree on the terms of sale of the Bonds, and upon written notice to the Underwriter, the City may then offer the Bonds for sale to others. 3. The Underwriter agrees that it's fee for structuring and underwriting the bonds (bond discount) shall not exceed three percent (3%) of the principal amount of the Bonds. The actual bond discount will be determined at the time of the sale of the Bonds, be based upon market conditions then in effect, and be subject to the approval of the City. 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. City of San Rafael November 25, 1992 Page 3 C. General Provisions Relating to the City and the Underwriter. I. 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 assessment district project, 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 shall pay its own out-of-pocket costs and other expenses, including the cost of assignment of CUSIPs, regulatory fees, and any advertising expenses in connection with the public offering of the Bonds. 3. The City shall pay from the proceeds of the Bonds all costs and expenses customarily paid therefrom including the cost of printing the Bonds, and any other documents, bond rating and insurance fees (if applicable), the fees and expenses of its legal counsel, bond counsel, assessment district engineer 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. 5. This agreement shall extend to the date of sale of the Bonds. 6. Upon termination of this agreement, the City shall be under no further obligation to the Underwriter hereunder. Upon your acceptance set forth below, this letter will constitute an agreement between the City and the undersigned. Very truly yours, STONE & YOUNGBERG Kim Stansbury Accepted this 7th day of December , 1992 CITY OF SAN RAFAEL By:11AN5UM E. CULEMAN, r•inance Director KS: cn (WPP/0169C)