HomeMy WebLinkAboutRDA BOND FIN'CL CONS. 09-20-82f
DATE:
Sept. 17, 1982
REDEVELOPMENT AGENCY
No. 8
9-20-82
lnter-Com
TO:
FROM:
SUBJECT:
REDEVELOPMENT AGENCY
BILL HUSTON, EXECUTIVE DIRECTOR
AUTHORIZATION TO RETAIN MILLER & SCHROEDER MUNICIPALS, INC. AS
THE AGENCY BOND FINANCIAL CONSULTANT
RECOMMENDATION:
That the Agency authorize the Chairman to executve an agreement with Miller
& Schroeder, Inc.
Under terms of the agreement, Miller & Schroeder, Inc. will serve as the
Agency's financial consultant in connection with the issuance of tax
allocation bonds. Miller & Schroeder will be responsible for preparing the
financial analysis and information required in order to offer bonds for
public sale. Miller & Schroeder will al so provide technical assistance to
the Agency's bond counsel.
The fee of $5.00 per $1,000 par value of the principal amount of the bonds
sold would amount to $40,675 for a gross bond issue of $8,135,000. The fee
is consistent with the prevailing fee for bond financial consultant/under-
writer services and would be paid from the proceeds of the bond sale.
WH:dmt
CONTRACT EMPLOYING FINANCIAL CONSULTANT
THIS AGREEMENT, made and entered into this
day of , 1982, by and between the TUSTIN
COMMUNITY REDEVELOPMENT AGENCY, Tustin, California, duly or-
ganized under the laws of the State of California (hereinafter
called "Agency") and MILLER & SCHROEDER MUNICIPALS, INC., 505
Lomas Santa Fe Drive, Solana Beach, California (hereinafter
called "Consultant"):
WITNES SETH
WHEREAS, the Agency has heretofore initiated its
redevelopment project within the City; and
WHEREAS, the Agency requires assistance in the de-
velopment of a sound, equitable and practical financing plan
to provide land assembly, new commercial projects, and rehabil-
itation and expansion of the water system and other capital
improvements 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 financing methods, if applicable; and
WHEREAS, the Agency, after due investigation and
deliberation, has determined that the Consultant is qualified
by training and experience to perform said services;
to-wit:
NOW, THEREFORE, it is mutually agreed as follows,
The Agency hereby employs the Consultant and the
Consultant hereby accepts such employment to perform the services
upon the terms, subject to the conditions, and in consideration
of payments as hereinafter set forth:
Services to be Performed by the Consultant:
The Consultant shall perform in a diligent manner
the following services:
1. 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 Con-
sultant shall, at the direction of the Agency, prepare such
plan containing, in addition to other information, the follow-
ing:
A. A description of the project or projects,
and their subareas, including the purpose, benefits, estimated
costs and other pertinent information.
B. Details relating to the proposed method of
financing, includin9 tentative bond amortization schedules,
call features, sources and amounts of funds to be used in amĀ¢.r-
tizing the costs and other related data.
C. Illustrations and examples of the financial
effects of the financing program on typical property owners,
taxpapers or beneficiaries of the specific program~
D. Reccmmendations as to further p~ocedures.
2. If bonds or other evidences of indebtedness to
finance all or part of the ccsts of the proposed improvements
are authorized to be issued by a building authority, parking
authority, City or Agency, the Consultant shall:
A. Make recommendations as to exact terms and
conditions under which bonds are to be issued and sold, in-
cluding timing and method of sale, final amortization or repay-
ment schedules, call and redemption features and other details.
B. Assist bond counsel in drafting the necessary
resolution of issuance and notice of sale.
3. Upon approval by the Agency of final financing
details and upon direction by the Agency to do so, 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.
4. Arrange for printing and distribution of the
official statement and other related material to a comprehensive
list of prospective bond bidders and the printing of the bonds,
all subject to the prior written approval of Agency.
5. Make such trips, and schedule such conferences,
in financial centers throughout the United States as are necessary
or proper to generate maximum interest in, and acceptance of,
the proposed bonds, notes or obligations among both underwriters
and ultimate investors. The Consultant shall distribute copies
of the official statement or pertinent documentation to bond
underwriters and interested ultimate investors located in the
aforesaid financial centers.
6. Take such other steps as appear advisable to
encourage strong competitive bidding for the bonds.
7. If non-profit corporation financing is to be
included in the financing program, the Consultant shall recom-
mend:
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A. The timing and procedures to be used in:
(i) forming a non-profit corporation, (ii) obtaining the
necessary Internal Revenue Service ruling as to tax exempt-
ion of the securities to be issued, (iii) complying with the
Securities and Exchange Commission regulations if a public
sale of securities proves to be desirable, (iv) sale of
securities and deposit of proceeds with the Trustee, and (v)
disbursement and application of funds.
B. Specific terms governing the issuance of
the bonds of the non-profit corporation, including the amount
of the issue, a debt retirement schedule, call and redemption
features, denominations, application of bond proceeds and
rental agreements. In recommending the amount of bonds to
be issued, the Consultant shall use its best efforts to keep
incidental costs, such as interest during construction, reserve
funds and other charges, to a minimum in order to avoid over
capitalization.
8. The Consultant 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 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.
Payment for Services:
9. For the services to be performed hereunder,
the Agency agrees to pay the Consultant an amount equal to
$5.00 per $1,000.00 par value (0.5%) of the principal amount
of the obligations of each issue of the Agency, but not less
than $15,000.00 per issue. Such sums shall become payable
only upon delivery by the Agency (or the legal entity or entities
issuing such bonds, notes or obligations) of such bonds. The
Agency shall not otherwise be liable to the Consultant for
any other sums except as specifically set forth in this
Agreement.
Other Considerations:
10. The Consultant is employed hereunder to render
a professional service as a municipal financing consultant
and any payments made to it are compensation solely for such
service and advice. The Consultant shall bear all out-of-
pocket costs and expenses, including without limitation, travel,
telephone, telegraph, stenographic work, and the like, incurred
by the Consultant in performing the Consultant's duties and
obligations, unless the incurring of such costs and expenses
is specifically authorized in writing by the Agency. The Con-
sultant is not responsible for and shall not be held liable
for any other expense or expenditure in connection with the
financing program.
-3-
A. The Agency or the legal entity or entities
issuing bonds, notes or obligations shall bear the cost of
printing, mailing and distributing any official statement,
any notice of sale, any printing of documents and securities,
publication, bond counsel fees and rating fees.
11. The Consultant, with the express written consent
of the Agency, obtained prior t0 submittal of such bid, may
bid on the Agency's obligations at public sale.
12. The Agency agrees that its officials and employees
will be requested and directed to cooperate with and assist
representatives of the Consultant to the end that Consultant
may secure all information and data required to perform the
services herein provided.
13. The term of this Agreement shall be five (5)
years from the date hereof, but may be cancelled without cause
by either party by giving the other party thirty (30) days
written notice of such cancellation.
IN WITNESS WHEREOF, said Agency, party of the first
part, has caused these presents to be properly executed, and
said Consultant, party of the second part, has caused these
presents to be executed by one of its officers, as of the date
hereinabove set forth.
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
ATTEST:
BY:
Secretary
MILLER & SCHROEDER MUNICIPALS, INC.
BY:
JGR:se:D:9/14/82
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