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HomeMy WebLinkAboutResolution No. 91-R65RESOLUTION NO. 91-x65 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPOINTING UNDERWRITER AND BOND COUNSEL FOR PURPOSES OF CERTAIN FINANCINGS PROPOSED TO BE UNDERTAKEN BY THE AGENCY. WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") is considering proceedings for the issuance of bonds secured by tax increment revenues under the authority of the Azusa Public Finance Authority. WHEREAS, Dean Witter Reynolds, Inc. as underwriter (the "Underwriter"), and Jones, Hall, Hill, and White as bond counsel (the 'Bond Counsel'), have both presented to the Redevelopment Board of Directors forms of agreements for the purposes of providing underwriting services and legal services, respectively, in connection with the financial proceedings proposed to be undertaken by such authority, and the Agency, with aid of its staff, has reviewed each of such agreements and the execution of such agreements is in the public interest of the Agency and such Joint Powers Authority: NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the Redevelopment Agency of the City of Azusa as follows: Section 1. Appointment of Underwriter and Bond Counsel. The appointment of Dean Witter, Reynolds, Inc. as Underwriter and Jones, Hall, Hill, and White, as Bond Counsel for purposes of the financings proposed to be undertaken by the Agency and or Azusa Public Financing Authority is hereby approved, and the Executive Director is hereby authorized and directed to execute, on behalf of the Agency and such Authority, the respective agreements of Underwriter and Bond Counsel, substantially in the forms presented to the Board at its meeting. Section 2. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Section 3. Certification. The Agency Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED THIS 21st. DAY OF October '1991 I. got AWN = I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Board of Directors of the Redevelopment Agency of the City of Azusa, at a regular meeting thereof, held on the 21st. day of October ,1991 by the following vote of the Council: AYES: BOARDMEMBERS: DANGLEIS, NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE Secretary/Deputy Secretary e: \agenda\ bondteam.res STEMRICH, NARANJO, ALEXANDER, MOSES 0 0 CONTRACT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND DEAN WITTER REYNOLDS INC. FOR UNDERWRITER SERVICES The Agreement is entered into by and between the Redevelopment Agency of the City of Azusa (the "Agency") and Dean Witter Reynolds Inc. The Agency proposes to issue bonds secured by tax increment revenues. The Underwriter is a qualified and responsible investment banking firm of national repute, knowl- edgeable and experienced in the field of tax-exempt financing. Therefore, it is agreed by and between the parties hereto, that the Agency hereby appoints Dean Witter Reynolds Inc. as Senior Managing Underwriter (the "Senior Manager) to carry out the functions described herein. 1. Duties and responsibilities of the Senior Managing Underwriter A. At the Agency's direction and acting in concert with the Agency staff, legal counsel, bond counsel, and co -managers, the Senior Manager will develop a financing strategy based upon the Agency's projected needs to include: 1. The financial and legal structure deemed most advantageous to the Agency for the financing of the Project. 2. The issue amount, including recommended structure and maturity schedule,, esti- mated to be necessary to the financing. 3. The various recommended provisions of the Trust Indenture including, among others, security, by which the bonds will be issued. 4. Any supplemental provisions of a financial nature that need to be incorporated to implement the financing. B. The Senior Manager will, to the best of its ability and qualifications, assist the Agency in securing any approvals, permits and licenses necessary for the financing. C. The Senior Manager will: 1. Assist the Agency's consultants in the finalization of their respective reports to be used for financing purposes. 2. Develop, on behalf of the Agency, a completed and detailed offering statement (the "Official Statement") to be used as the primary marketing document for the bonds. 3. Assist the Agency in developing any other documents required for and relating to the Project financing. 4. Develop a detailed analysis of the financing alternatives, including any necessary interim financing, for the Project and develop the most appropriate financing structure. 0 0 5. Determine third party credit support mechanism, if necessary, for the bonds, and, as required, prepare materials for rating agencies, insurers and other potential sources of the third party support, such as commercial banks and commercial insurance underwriters. D. The Senior Manager, upon completion and acceptance by the Agency and its Bond Counsel of all supporting financial documents in substantially final form, will undertake the development of a market for the bonds and will perform, among other things, the following functions: 1. To the extent necessary, develop a comprehensive mailing list of all investors, both individual and institutional, who have an interest in the bonds. 2. Assist the Agency with presentations to the nationally recognized rating agencies and municipal bond insurers concerning the bonds and the financial and legal structure of the Agency, if such ratings and insurance approvals are deemed beneficial to the Agency. 3. If deemed appropriate, arrange special individual meetings on behalf of the Agency with selected major investors. 4. Assist the Agency in arranging and conducting on behalf of representatives of the rating agencies and investors such tours of the physical properties and operations of the Agency as are deemed necessary and advisable. E. Marketing Bonds: 1. Upon approval of the Agency, the Senior Manager, in coordination with the co - managers, may form a group of nationally and regionally based investment banking firms (the "Underwriters") under the leadership of the Senior Manager for the purpose of underwriting and negotiating the purchase of the bonds and for public reoffering. The Senior Manager will serve as the manager of such an underwriting group and as the principal underwriter of the bonds in presenting a firm purchase proposal for same to the Agency. 2. The Senior Manager will upon the request of the Agency and subject to the satis- faction of the Senior Manager as to market conditions, develop and submit, on behalf of the Underwriters, an offer to purchase the bonds at such times as pertinent contracts, rulings, agreements, resolutions, the preliminary Official Statement and all other necessary documents, approvals and proceedings governing the bond issue (or issues) have been determined by the Agency and the Senior Manager to be satisfactory in all respects for financing purposes. 3. The Agency will be under no obligation to accept any offer that is made by the Senior Manager. If, after negotiations with the Senior Manager, the Agency and the Senior Manager fail to agree on the terms of sale for the bonds, the Agency may then offer such bonds for sale to others. 4. At least two (2) business days prior to the submission of any formal offer for the purchase of bonds, the Senior Manager will indicate to the Agency the proposed interest rate or rates, the approximate purchase price and public offering prices of the bonds which the Senior Manager then estimates will be included in such offer. 2. General Provisions of this Agreement are as follows: A. Staffing and Allocation of Expenses: 0 0 1. It is expressly understood that qualified representatives of the Senior Manager will be available to the Agency to such extent and at such times as may be required to assist or represent the Agency. Changes in staff assigned shall have prior approval of Agency. 2. The Agency agrees to make available to the Senior Manager sufficient copies of legal and other reports, agreements, contracts, resolutions (or Ordinances) and other pertinent documents pertaining to the financing program, the Agency, and the bonds as reasonably may be required from time to time for the prompt and efficient performance by the Senior Manager of its duties, obligations and functions. 3. The Agency will engage the services of a recognized bond counsel firm in connection with financing. 4. The Agency will pay (a) the costs of printing the Official Statement; (b) the cost of printing and executing bonds; (c) the fees of rating agencies; and (d) the fees of Bond Counsel. The Senior Manager will pay the fees of Underwriters' Counsel and all other costs incurred by the Underwriters in connection with the offering and distribution of the bonds. 5. Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") will apply to the offering of the Bonds to the public and Agency hereby agrees to cooperate with the Senior Manager in providing for compliance with the Rule. Such cooperation shall include, but not limited to, the following: a. The Agency agrees to certify to the Senior Manager prior to the distribution of the Preliminary Official Statement that such Preliminary Official Statement is final within the meaning of the Rule except for that information which is permitted to be omitted under the Rule, provided that no representation need be made as to the information in the Preliminary Official Statement describing any bond insurance company, if applicable. b. The Agency agrees to cooperate with the Senior Manager in correcting, amending or supplementing any information in the Preliminary Official Statement or Final Official Statement which any underwriter determines may contain inaccuracies or omissions. c. The Agency agrees to notify the Senior Manager if any event has occurred as a result of which the Preliminary Official Statement or Final Official Statement as then amended or sup- plemented, or any working draft of either, might include an untrue statement of a material fact or omit to state any material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that the Senior Manager shall have such obligations with respect to information in the Preliminary Official Statement or Final Official Statement describing any bond insurance company, or with respect to information supplied by Agency, only to the extent that the Senior Manager has actual knowledge or notice of any such event. d. Agency agrees that any final Bond Purchase Contract will provide for delivery by Agency to the Senior Manager, within seven business days after the execution of such Bond Purchase Contract and in sufficient time to accompany any confirmation that requests payment from any customer, copies of the Final Official Statement in sufficient quantity comply with paragraphs (b)(3) and (b)(4) of the Rule and with the Rules of the Municipal Securities Rulemaking Board. 6. Sole compensation to the Senior Manager in connection with underwriting the bonds and all services performed hereunder will be in the form of a discount charged by Senior Manager with respect to the purchase of the bonds as herein setforth. The discount will be determined by Agency after considering the recommendations of the Senior Manager and subject to market conditions at the time the Senior Manager agrees to purchase the bonds pursuant to the bond purchase agreement. The Senior Manager shall provide an accounting of the various components of the spread and details sufficient to allow Agency to determine the reasonableness of such component cause. 7. The discount hereunder, if approved by Agency, shall be the difference between the price paid to the Agency by the Underwriters and the price received by the Underwriters from the sale of the bonds to investors (the "spread"). At such time as the various required documents, including the preliminary official statements, are completed and available to the satisfaction of the Senior Manager, and satisfactory rating have been assigned to the proposed financing, the Senior Manager will survey the market for similar securities and make a preliminary determination of the availability of a market for such securities. When such market level has been established to the satisfaction of the Senior Manager, a proposal to purchase shall be submitted in writing to the Agency for all bonds, including, among other things, the rate or rates of interest on the bonds and price to be paid therefor. At that time, the Senior Manager will inform Agency of aggregate spread. Agency may accept or reject the proposal to sell the bonds to the Underwriters in accordance with the terms and conditions of the proposal to purchase. 8. No compensation pursuant to Paragraphs 6 and 7 of this Agreement, or otherwise, shall be due, owing or payable to the Senior Manager unless and until bonds are sold hereunder. Under no circumstances shall the Agency be financially liable for services provided under this contract. B. It is expressly understood and agreed, and the Agency hereby recognizes, that in per- forming its activities under this Agreement as Senior Manager, Dean Witter Reynolds Inc. is acting solely on its own behalf as the prospective manager planning to submit a proposal to purchase the bonds for resale investors. Nothing in this Agreement or in its acceptance by the Agency shall be construed to make the Senior Manager an agent, employee or financial, fiscal or other advisor of the Agency. C. Assignment of Agreement: Without the written consent of the Agency, this Agreement is not assignable by the Senior Manager in whole or in part. D. Alteration of Terms: No alteration or variation of the terms of this Agreement shall be valid unless in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties. E. This Agreement will automatically terminate on such date as is mutually determined that the financing has been completed by the Agency under the terms and conditions of this Agreement. This Agreement also may be terminated at any time upon at least thirty (30) days' written notice by either the Agency or the Senior Manager. Upon the Agency's execution of the acceptance set forth below, this Agreement will constitute a contract between the Agency and Dean Witter Reynolds Inc. DEAN WITTER REYNOLDS INC. a REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a political subdivision of the State of California La 0 9 AGREEMENT FOR LEGAL SERVICES (Azusa Redevelopment Agency) THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this th day of October, 1991, by and between the AZUSA REDEVELOPMENT AGENCY, Los Angeles County, California (the "Agency"), and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESSETH WHEREAS, the Agency has determined to issue its Azusa Redevelopment Agency, Redevelopment Project, Tax Allocation Bonds (the 'Bonds"), for the purpose of financing and refinancing certain improvements with respect to the Merged Central Business District Redevelopment Project and 'Vest End Redevelopment Project; WHEREAS, the Agency has determined that Attorneys are specially trained and experienced to provide services for the financing and the issuance and delivery of the Bonds; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement for Legal Services; NOW, THEREFORE, IT IS HEREBY AGREED, as follows: 1. Duties of Attorneys. Attorneys shall provide legal services in connection with the authorization, issuance and consummation of the financing proceedings relating to the Bonds. Such services shall include the following: a. confer and consult with the officers and administrative staff of the Agency as to matters relating to the financing proceedings; b. Attend all meetings of the Agency and any administrative meetings at which any financing proceedings relating to the Bonds are to be discussed, deemed necessary by Attorneys for the proper planning of the financing proceedings or when specifically requested to attend; c. Prepare any required amendments to existing financing documents, indentures, ordinances and all resolutions, notices and legal documents necessary for the proper conduct of bhe financing proceedings relating to the Bonds; d. Review all financial documents for legal sufficiency; e. Review, without undertaking an independent investigation, any official statement or other disclosure document prepared in connection with the financing proceedings to assure correctness of disclosure relating to the legal documents; f. Prepare and provide a signature and no -litigation certificate, an arbitrage certificate and any and all other closing documents required to accompany delivery of the Bonds; 0 0 g. Prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany delivery of the Bonds; h. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys that the interest on the Bonds is excluded from gross income for purposes of federal income taxation and that such interest is exempt from California personal income taxation; i. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys approving in all regards the legality of all proceedings relating to the Bonds; and j. Confer and consult with Agency officials and agents with regard to problems which may arise during the servicing and payment of principal and interest due with respect to the Bonds. 2. Compensation. For the services set forth under Section 1, Attorneys shall be paid the percentage compensation set forth below: a. One percent (1%) of the first $1,000,000 principal amount of the Bonds; plus b. One-half percent (1/2) of the next $5,000,000 principal amount of the Bonds; plus c. One-quarter percent (1/4%) of the next $15,000,000 principal amount of the Bonds; plus d. One-eigth percent (1/8%) of the principal amount of the Bonds in excess of $21,000,000; In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf of the Agency, including delivery and messenger services, closing costs, duplication costs, transcript binding costs and expenses for travel outside the State of California, if any, but specifically excluding travel expenses within the State of California. 3. Exceptions. Any services rendered in any litigation involving the Agency or the financing proceedings relating to the Bonds are excepted from the services to be rendered for the above compensation. For such services which Attorneys are directed to render for and on behalf of the Agency, compensation shall be on the basis of reasonable fees to be agreed upon by the Agency and Attorneys. 4. Termination of Agreement. This Agreement for Legal Services shall be indefinite as to term but may be terminated at any time by the Agency, with or without cause, upon thirty (30) days' written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall, at the option of the Agency, become its property and shall be delivered by Attorneys. -2- 0 0 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by the respective officers thereunto duly authorized as of the day and year first above written. AZUSA REDEVELOPMENT AGENCY By &,fmk xecutive Director JONES HALL HILL & WHITE, A Professional L fw Corporation By // Andrew C. Hall, r. -3-