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HomeMy WebLinkAbout00166C - STONE YOUNGBERG UNDERWRITER 1984 TAX ALLOCATION BOND PA1 STONE & YOUNGBERG MEMBERS: PACIFIC STOCK EXCHANGE Stone & Youngberg-underwriting UNDERWRITING AGREEMENT services for Agcy' s 1984 tax Alloc Bond Issue, CBD, PA1 AGREEMENT #166 March 2, 1987 Resolution 462, 3-4-87 The Honorable Chairman and Members of the Redevelopment Agency Redevelopment Agency of the City of Palm Springs 3200 East Tahquitz-McCallum Way Palm Springs, California 92262 ATTN: Paul R. Howard, Treasurer Honorable Chairman and Members of the Redevelopment Agency: This letter will serve as an agreement between the Redevelopment Agency of the City of Palm Springs (the "Agency") and Stone & Youngberg (the "Underwriter") to serve as Underwriter to the Agency until the parties enter into an actual Purchase Contract regarding the negotiated sale of securities for the prospective refinancing of the Agency's tax allocation bonds for its Central Business District Redevelopment Project. You have informed us that the Agency intends to sell securities to provide funds for refunding its outstanding bonds and for this purpose requires the services of the Underwriter to assist in the structuring of the financing and to enter into a Purchase Contract that is mutually agreeable to the Agency and the Underwriter. As Underwriter, we will use our best efforts to bring the securities to market at the most competitive interest rates practicable under the market conditions existing at the time of the sale. The Underwriter agrees to undertake the below listed services and functions. A. Structuring the Financing: 1. The Underwriter will work with the Agency and Bond Counsel to create a feasible and efficient structure for refinancing the outstanding obligations and marketing the new securities. 2. The Underwriter will work with the Agency's Bond Counsel in recommending specific terms and conditions affecting the securities. 3. The Underwriter will prepare an Official Statement on behalf of the Agency (preliminary and final versions, respectively) for sale of the securities. Although it will be the responsibility of the Underwriter to prepare the Official Statement, the Agency agrees to participate in its preparation by providing pertinent information to be included therein and agrees to review the Official Statement for accuracy as it 1127 WALL STREET•P.O. BOX 1024•LA JOLLA,CALIFORNIA 92038•(714)454-9081 The Honorable Chairman and Members of the Redevelopment Agency Redevelopment Agency of the City of Palm Springs March 2, 1987 Page Two relates to matters concerning the securities, the Redevelopment Project and the Agency. The Official Statement will include a description of the securities, the funds available for their retirement and pertinent financial and economic data on the Agency. The execution and delivery of the Official Statements will be duly authorized by the Agency for use in marketing the securities. 4. If the Agency so requests, we will assist in arranging the selection of a Trustee. B. Marketing the Securities: 1. At the designated time for sale of the securities, the Underwriter will submit an offer to the Agency to purchase the securities, subject to pertinent resolutions, the Official Statement, and all other necessary documents, approvals, and proceedings governing such securities having been determined by Bond Counsel , the Agency, and the Underwriter to be satisfactory in all respects for financing purposes. It is intended that, once purchased, the securities will be re-offered to the public on the basis of an immediate "bona fide public offering" . The Underwriter may form a group of investment banking firms for the purpose of underwriting and selling the securities. 2. At least one day prior to the submission of any such formal offer to the Agency for the purchase of the securities, the Underwriter will indicate to the Agency the interest rate or rates, the purchase price from the Agency, and public offering price of the securities which we then estimate will be included in such offer. If, after negotiations in good faith, the Agency and the Underwriter fail to agree on the terms of sale of the securities, and upon written notice to the Underwriter, the Agency may then offer the securities for sale to others. C. General Provisions Relating to the Agency and the Underwriter: 1. The Agency 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 project, the Agency or the securities as reasonably may be required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. 2. The Agency shall pay from the proceeds of the securities all costs and expenses customarily paid therefrom including the cost of printing the securities and the Official Statement, 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 Agency in connection with the financing. The Honorable Chairman and Members of the Redevelopment Agency Redevelopment Agency of the City of Palm Springs March 2, 1987 Page Three 3. It is expressly understood and agreed and the Agency hereby recognizes that in performing its activities, the Underwriter is acting solely on its own behalf and plans to submit to the Agency a proposal to purchase the securities for resale. Nothing herein shall be construed to make the Underwriter an employee or financial , fiscal or other advisor of the Agency, or to establish any fiduciary relationship between the Agency and the Underwriter. It is understood and agreed that the Agency shall not be required to compensate the Underwriter for services provided to the Agency under this agreement if the securities are not sold. If the securities qualify for bond insurance, and the Agency elects to sell the securities with such insurance, the Agency shall include the insurance premium as an expense of the refinancing. 4. Nothing herein shall prohibit Stone & Youngberg from acting as Underwriter or financial advisor to the Agency or City of Palm Springs on other financings. 6. Upon termination of this agreement, the Agency shall be under no further obligation to the Underwriter hereunder. Upon your acceptance set forth below, this letter will constitute an agreement between the Agency and the undersigned. Very truly yours, STONE & YOUNGBERG,) �L. William Hucktf^ Partner Accepted this 4th day of March 1987. By y, _rµu ._...,.__._ ATTEST: Title Chairman Bye-7�"c----'--- (Assi,stant Secretary Y3'Pa OW-l". 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