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HomeMy WebLinkAboutbocc.con.075.1978 _ � a{y z,���;" _ .-. � - . , „ „ . ,:: , . < , . . . .. . . .. � . Y•' - EF Hutton&Company Inc �t� . � . � � � Mamber New York Slock Exchenge �; a. ';f . 4�Y . .� � . . . . . . . - . � - � � � � � Terrace Bullding � . � � c�"��I'�011 4 - 1700 Broadway �} Denver,Cotoredo 80290 �k � � Telepiwne(303)�1-5000 �� E.� � j� • r� _. _ � �� f UNDERWRITING AGREEMENT E� _ � ��C.��J� i`3 9; Pitkin County Couunissioners � 506 East Main r� Aspen, Colorado 81611 � ^ :� '� Aonorable Commissioners: ��;"r I i ;?hi We appreciate the opportimity to be considered by the j:;;=: County in its selectiott of an investment banker for the p> County`s proposed financing" of low and moderate income '=� housing. As the "Underwriters" we propose: ��; � '• � �r�. �::•: WITNESSFTH: �`�: rs K.. � FlIiEREAS, the Underwriters are engaged in the fieTd of i�� finance, including investment banking, and have adequate �.� t resources, skill and experience in undexwriting, marketing [� �r and distributing state, municipal and public authority and �:� ; other local government bonds; and �� � r:;:. 1 WHEREAS, the Count is considerin the issuance and sale F` , y g �: ' of its bonds in such amount as shall be economically and +:i � duly £easible for the purpose of financing a project �: �:°- u• essentially consisting of low and moderate income housing. �^� 3 c'? 1 ��' NOW, THEREFORE, the Issuer has invited the Underwriters to �,, . � submit an underwriting proposal for the purchase of the �, s subject bonds at mutually acceptable prices and interest ��� � rates co�ensurate with the project and market conditions #:r `� then prevailing, and the Ur_derwriters have accepted such invitation subject to the conditions set forth hereinafter �x and, in consideration of the mutual agreements herein con- � tained, the ITnderwriters and the Issuer agree as folLows: ' � t> • � � ` , t 3 1 �• . � ; � ".rqw.ay�X,-,�"�s,�� r. - _ �,h r�}.�. a y:.,. . �qp�w'''�"""':".� ~�: . . _ , �;, , %�:,�;r::s<�:° ,,._ _...�._. _._ _ � `, , ,,; _ � ����... .���...n«, , . . •� . , , ,: . , . . , .. - �... .., , ,_. , �:.... � . , .:,,. r . . _ ... ,,. . {: . • . Pitkin County Commissioners � Aspen, Colorado Y Page Two • • I. THE UNDER��7RITERS AGREE: 1. To retain on your behalf Lankford & Company to act as your financial consultant and to retain on your � behalf nationally reco�nized bond counsel. We will coordinate with your financial consultanG and your nationally recognized bond counsel in the review of . the proceedings and preparation of the documettts _ necessary to authorize the financing so that bond counsel may render their unqualified approving legal . • opinion and in the following: a. To make a detailed analysis of the mortgage ' market within the County, including but not limited � to a sample of the real estate transactions for the past 12 monChs, trends of housing turnover, market w vrice, population trends, and other economic data. tde will consult with selected lending institutions involved in the reaZ estate market in the County with the understanding that the info;:mation produced will be used to assist you and the Undenariters in determining the size of the proposed issue. � � b. To approach virtually all lending institutions active ' in the County to solicit their interest in garticipating- as originator and servicer for the proposed issue. � c. To develop in conjunction with the County certain cri- teria in compliance with Federal tax codes, that will j~ establish income levels deemed feasible for this ? project. It is our intent to follow the guidelines � in respect to zoning and growth patterns and we intend to comply, to all degrees possible, to the wishes of Che County. '�' d. To develop and present to you specific recommendations regarding pertinent details of the proposed bonds, including their maturity schedule, zedemption features, interest rates, basic security provisions, and other covenants. All detaiis of the bonds shall be subject ;� to the mutual satisfaction of the County and ourselves. 2. To retain Underwriters' counsel who will have primary responsibility for drafting the official statement in .. - consuZtation with bond counsel, your covnsel, the appropriate officials of the County and ourselves. tr � ;y � t ? , ` .,. . _ ..,... . ' �a3'�i-..� "sA'�...... ' '.' w,�_,�od7A::�ltw.s.'w���n'�G"ra'33itatYn.i . .:._., ........ .. ...... ..�.. �., ...�... �, , ,:k ,,,�,..�:, ..., +�r ,.,z.-r :. �-. � • . . � _ . . . . . - . ���i��, .. . . � � r��;i . .:`.:h:�*:,j.y�Fn �^ j. i� v!<•��,s���'y�� ' , . ''{1�;: .;�� . �""��.'Y-��GF..:S::s . ' . . 7 . . . . . . . .. ♦ _ ... . . .. . ..... . . ....._ ,.. �. . . ' .. . ....,. .� .... ,.. y V ;��. 0 � Pitkin County Commissioners Aspen, Colorado 3 Page Three ' J 2 � 3. To make available for conference such of our � personnel as may be required in order to allow you to proceed { promptly and in an efficient and expeditious manner s in the development of the financing program. � 4. We will present specific suggestions as to a favorable time for the negotiated sale of the bonds, taking into consideration market conditions and other known offer- ings of similar bonds, and we will suggest appropriate - " terms and conditions to be utilized in connection wiCh the sale of the bonds in order to achieve the most � favorahle interest cost to you. II. THE COUNTX AGREES; 1. To disclose and make available to the IInderwriters and A underwriters' counsel, all necessary information relating � to the County, the lionds and the related financing program. � 2. To take such action and subscribe to or adopt such reso- lutions and other instruments as may he recammended by bond counsel, as required hy law, or otherwise necessary e, in order to effect the plan of financing and issuance of bonds. 3. That appropriate officials of Che County will �ecute and provide to the Underwriters a certificate stating that all financial and other information contained in �� the prospectus is true and correct as of the date of closing. . III. THE UNDERWRITERS AND THE COUNTY AGREE: , � 1. That, when (1) the dollar principal amount of the bottd issue is determined, and (2) in the opinion of the (3nderwriters the project is feasible and the bonds are marketable, (,3) the bond counsel is able to give an unqualified approving legal opinion relating to said bonds, and (4) the County is able to provide the ;�, customary "no-litigation" certificate, a1Z in good faith, the Underwriters will submit to the County a written ; B ond Purchase Agreement for the purchase of said bonds, � which may be accepted or rejected by the County, � ;, 2, That, the cost of issuance including, but not limited to, � ;i, Bond Counsel, Financial Consultant, Bond Rating, Bond � Printing, Printing of Official Statement, Legal Ad Publi� � cation, Paying Agent Fees, and Trustee Fees are to be ; borne by the Underwriter, except that the County may elect � to include payment of these fees from bond proceeds at its � option, adxxtic�x3�.sc �xS�s.9c��c�c��,d � . !tj �xb�.RAS�txR�S��x � � � r �.. .. a . . . �e�;.^i�aw.l.i�x:wN::� ,,.:<�... ,._. . .. . .. . . ��y��� .:_:'A'x..\,.....� .�....v.G.w.�, s .'a : ..:. ,cL,C -__c v.v._n. .1.+.. .. .�.i�v.. ..nr...A. .b.4.J.. M`�4c�5& 'It�iW?�"'a1�- .. j'�.�,;.'��t�air . . _ _,__�_ �..�.�.� _. r�___i�__._____._� .. . T,:,.:, � ,r.�� . - w������`K: �_-� - . . � . ' Pitkin Coimty Commissioners Aspen, Colorado Page Four ; i � 3. The Underwriters are responsible for the fees of Underwriters' counsel, including all costs related to Blue Sky registration. 4. That, under no circumstances, will the Underwriters � charge, request or be entitled to a fee or a reimburse- ment of expenses £rom the County, notwithstanding that an underwriting proposal is accepted or rejected by the co�ty. 5. That, the Underwriters are independent contractors and • shall not be deemed to be an employee, agent, official, or co-adventurer of the County. 6. That, in performance of this agreement, the Underwriters ` are not acting as a lawyer, business broker or realty broker. • 7. That, this Agreement supersedes any prior agreements and understandings between the parties hereto and this agree- ment may be changed only in writing mutually accepted by both the Underwriters and the County. j � $. That if for any reason, the bonds are not issued or sold, � we will charge no fee but request the option to review alternative methods of financing for this project. If the foregoing proposal is acceptable to you, please so indicate by executing this agreement and forwarding a copy thereof to us. � • Respectfully submitted, E. F. HUTTON & COMPANY INC. • By .��.ctiu � R. L iy Malohn ACCEPTED for and on behalf of Pitkin County, Colorado this O ?�_ day of n ot,Pr , 1978. By �./�r��. „9zS,QOd� ,: Sandra M. Stuller 0 'P1t12 [7p»nt� Attnrna� . . : �. . . . . � . r,avs�„a, y�:�.,, �r� .,�;5. - ..:__ , � . w .�...arvac�w.a�d+�.. . _.. . c�.a.,� . - .✓-.,.. .., � _ _:�,.. ... ... � �..: ...- Y..,-.:_ . �:.. . . . .. . . . -?�.....�r.;�.U _ �i . , .:.-,i.�,h'�:,�.;$r,�`;, ;j.