HomeMy WebLinkAboutRDA Res 81-09 1981-07-14
RESOLUTI,ON NUMBER B /.. 9
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SEAL BEACH, CALIFORNIA, EMPLOYING
THE FIRM OF MILLER & SCHROEDER MUNICIPALS, INC.
TO PROVIDE INVESTMENT BANKING SERVICES.
II THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE:
WHEREAS, the Redevelopment Agency of the City of Seal Beach (the "Agency")
passed, approved and adopted Resolution Number 79-1 on January
22, 1979; and
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WHEREAS, said Resolution Number 79-1 expressed the Agency's desire and
intent to implement a program under the Redevelopment and
Construction Loans Act, California Health and Safety Code
Section 33750 et seq (the "Program") to designate certain
areas of the Redevelopment Project Area as eligible to receive
benefits of the Program; and
WHEREAS, the Agency did execute a Participation and Disposition
A9reement (the "Agreement") on July 25, 1977 with Seal Beach
Associates for the express purpose of providing both 120 units
of low income housing and approximately 80 units of market
rate housing; and
WHEREAS, funds for the relocation costs of the low income housing were
to be derived from revenues accruing from the construction
and sale of the market rate housing program known as the
Riverbeach Townhomes Project (the "Project"); and
WHEREAS, a revenue bond issue was and is required for the construction
and sale of the Project; and
WHEREAS, the Agency requires the services of a municipal investment
banker experienced in financial consulting for and
underwriting of such revenue bonds.
NOW, THEREFORE, BE IT RESOLVED that the Agency hereby employs the firm
of Miller and Schroeder Municipals, Inc. to provide investment banking
services and authorizes the Executive Director to execute the attached
agreement.
NOES:
ABSENT:
Agency Members
Agency Members
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AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT, made this IAay 0
Redevelopment Agency of the City of Se<:, Be
1981, by and between the
each, California, an agency duly
organized under the laws of the State of California (hereinafter called the "Agency"),
party of the first part, and MILLER & SCHROEDER MUNICIPALS, INC., 505 Lomas Santa
Fe Drive, Solana Beach, California (hereinafter called the "Investment Banker"), party of
the second part:
WITNESSETH:
WHEREAS, the Agency has initiated its plans for the development and rehabilitation
of housing within the City and its environs; and
WHEREAS, the Agency requires assistance in the development of a sound, equitable
and practical financing plan to implement the project by taking into consideration sources
of capital funds and cash flow requirements, annual costs, the allocation of those costs,
statutory requirements and restrictions, and alternate methods, if applicable; and
WHEREAS, the Agency requires the services of a municipal investment banker
experienced in underwriting the obligations of redevelopment agencies to assist in such
financial planning and to purchase the Agency's obligations at negotiated sale; and
WHEREAS, the Agency has determined that the Investment Banker is qualified by
training and experience to perform said services;
NOW, THEREFORE, it is mutually agreed as follows, to wit:
The Agency hereby employs the Investment Banker and the Investment Banker
hereby accepts such employment to perform the services, upon the terms, subject to the
conditions, and in consideration of payments as hereinafter set forth:
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Services to be Performed by the Investment Banker:
The Investment Banker shall perform in a diligent manner the following services:
1. Assemble, review and analyze available financial and economic data and
information which may have a general bearing on a program for financing any proposed
project or projects.
2. Based on the foregoing analysis, prepare a general review and description of the
proposed project or project~ and outline the possible methods of financing such projects,
the advantages and disadvantages of each method as applied to a given project, the
general legal and practical requirements or restrictions applicable to each method and
their attendant costs.
3. When the Agency has approved a specific project or projects for implementation,
the estimated costs and method of financing of which have been sufficiently well
established to permit the preparation of a final financing plan, the Investment Banker
shall prepare such plan containing, in addition to other information, the following:
A. A description of the project or projects, including the purpose, benefits,
estimated costs and other pertinent information.
B. Details relating to the proposed method of financing, including tentative
bond amortization schedules, call features, sources and amounts of funds to be used
in amortizing the costs and other related data.
C. Recommendations as to further procedures. The foregoing will I1e designed
to answer substantially all of the important questions which might arise in
connection with the particular project or projects and will contain current informa-
, tion as to estimated costs and economic and fiscal information.
4. Assist Bond Counsel with the preparation of necessary resolutions and other legal
documents and make recommendations as to the exact terms and conditions under which
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bonds are to be issued and sold, including timing and method of sale, final amortization or
repayment schedules, call and redemption features, provisions, governing the issuance of
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additional bonds, covenants and other provisions in order to secure the best possible rating'
on the bonds.
5. Prepare the text and other material for an official statement or bond prospectus
describing the improvements, the bonds, their security, and the economic and financial
background of the City.
6. Make every effort to obtain a bond rating for each proposed issue to the end that
such bonds may be sold fOr"the lowest possible cost. The I~vestment Banker shaH inform
Moody's Investors Service and Standard and Poor's Corporation of all information required
by such agencies necessary in establishing such rating and make such trips and schedule
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such cO!lferences with such agencies as may be necessary to obtain the highest possible
rating on the bonds.
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7. If it is appropriate or desirable for any other public entity or agency thereof to
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participate in accomplishing the financing for any project or projeCts, the Investment
Banker, in order to achieve maximum coordination of the proposed financing, shall also
serve as the Investment Banker for such public entity or agency under the terms and
conditions hereof.
8. The Investment Banker shall be available at reasonable times by telephone or at
the offices of the Agency to discuss on a continuing basis the results of studies and
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analyses and generate such additional information as desired or requested and consult with
the Agency as to the financial aspects of any specific project then being considered.
Sale of Bonds; Compensation; Expenses:
The Agency and the Investment Banker shall enter into a bond purchase agreement
for the sale of the Agency's obligations to the Investment Banker at a discount and
bearing interest at rates which are commensurate with the rates prevailing in the market
for similar, securities at the time the bonds are offered to the public.
The bond discount will represent the total compensation to be paid to the
investment banker and the Agency shall not be liable to the Investment Banker for any
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additional fees whatsoever.
All costs of the program will be payable out of bond proceeds
when the bonds are sold and delivered to the Investment Banker. In
the event that market conditions or actions by regulatory agencies
prohibit completion'of the financing by the Agency, the Investment
Banker will be responsible for all fees and expenses incurred by
the Investment Banker in connection with services to be performed
as the Agency's investment banker. The Agency will be responsible
for all the other fees and expenses incurred in connection with the
financing.
If, in the opinion of Miller and Schroeder Municipals, Inc., the
Agency and the City Council of the City of Seal Beach have taken all
actions (including the adoption of all resolutions and the execution
of all documents) required for the sale, issuance and delivery of
such bonds, regardless of whether such bonds are sold, issued or
delivered, or, in the opinion of Miller & Schroeder Municipals, Inc.,
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the bonds cannot be sold, issued and delivered by April 15, 1982,
regardless of Agency or City Council action, then Miller ~ Schroeder
Municipals, Inc. shall furnish a written statement to the Agency and
to Royal M. Sorensen of such fact.
IN WITNESS WHEREOF, said Agency, party of the first part, has
caused these presents to be properly executed, and said Investment
Banker, party of the second part, has caused these presents to be
executed by one of its officers, as of the date hereinabove set
forth.
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ATTEST:
(Seal)
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REDEVELOPMENT AGENCY OF
THE CITY OF SEAL BEACH
By
MILLER & SCHROEDER MUNICIPALS, INC.
By
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