1988-204-Reaffirming Rauscher Pierce Refsnes, Incorporated As Financial Consultant And Managing Underwriter For The Town Of Los Gatos Downtown Parking Assessment DistrictRESOLUTION No. 1988 -204
RESOLUTION REAFFIRMING RAUSCHER PIERCE REFSNES, INCORPORATED
AS FINANCIAL CONSULTANT AND MANAGING UNDERWRITER FOR THE
TOWN OF LOS GATOS DOWNTOWN PARKING ASSESSMENT DISTRICT
RESOLVED, by the Town Council (the "Council ") of the Town of Los Gatos (the
"Town "), County of Santa Clara, California, that
WHEREAS, this Council proposes to complete proceedings to authorize the issuance
of and to sell bonds pursuant to special assessment proceedings to finance the
construction of public improvements, all pursuant to Resolution of Intention No.
1987 -3, adopted by this Council on February 17, 1987;
WHEREAS, pursuant to that certain Agreement, dated November 21, 1984, executed
pursuant to Resolution No. 1984 -180 adopted by this Council on October 15, 1984,
this Council determines to authorize the sale of bonds through negotiation; and
WHEREAS, this Council, upon the terms and conditions hereinafter set forth,
desires to appoint a managing underwriter to provide certain services in connection
with the issuance, offering and sale of the bonds:
NOW, THEREFORE, IT IS ORDERED that:
1. Rauscher Pierce Refsnes, Incorporated, be, and is hereby, reaffirmed as
managing underwriter with respect to the issuance, offering and sale of the bonds.
2. Rauscher Pierce Refsnes, Incorporated, will provide, in general, all
services customarily performed by a managing underwriter in connection with a bond
issue of the type proposed by the Town. These services will include, without
limiting the generality of the appointment, the following:
a. Advising and consulting with the staff, other consultants and the
Council on all matters pertaining to the proposed issue at any time by
telephone and attending all meetings held for such purpose called by staff
or the Council or at the managing underwriter's request;
b. Making detailed recommendations as to the terms, timing, structure and
other conditions of the issue;
C. Coordinating the efforts of all participants in the proceedings;
d. Submitting at the appropriate time or times to the Council a contract
or contracts for the purchase of the bonds or each series thereof:
e. As a condition of award of sale of the bonds to the managing
underwriter, assuming full responsibility for due diligence investigation
and disclosure and preparing and circulating at its expense preliminary and
final statements with respect to the bonds; and
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f. Providing all follow -up services as may be necessary or desirable.
3. In accordance with the agreement dated November 21, 1984, Section I11(2),
Rauscher Pierce Refsnes, Incorporated will accept as payment for both management and
underwriting services performed since 1984 in the form of a negotiated discount not
to exceed 3.4% (including the initial issue discount) or 2.7% (excluding the initial
issue discount)to be determined by the Council on November 21, 1988 and deducted
from bond proceeds at the closing.
4. Rauscher Pierce Refsnes will perform all other services as provided in the
November 21, 1984 agreement.
5. If the Council determines that the managing underwriter is not
satisfactorily performing the services which it undertakes pursuant to its
appointment or if a mutually satisfactory bond purchase contract cannot be
concluded, the Council may discontinue the services of the managing underwriter at
no cost or expense to the Town.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 7th day of November 1988 by the
following vote:
AYES: COUNCIL MEMBERS Joanne Benjamin Brent Ventura &
Mayor Eric D. Carlson
NOES: COUNCIL MEMBERS None
ABSTAIN: COUNCIL MEMBERS Thomas J Ferrito Robert I Hamilton
ABSENT: COUNCIL
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
ATTEST:
DEPUTY CLERK OF THE TOWN OF, OS GATOS