HomeMy Public PortalAbout2018.194 (11-6-18) RESOLUTION. 2018.194
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO RATIFY
RETAINER AGREEMENTS WITH WOLF & COMPANY INC., STIFEL, NICOLAUS, &
COMPANY INC., AND NIXON PEABODY LLP, IN ADDITION TO REIMBURSEMENT
AGREEMENT WITH SFMC INVESTMENT GROUP FOR ST. FRANCIS MEDICAL
CENTER ACQUISITION
WHEREAS, the City has a need for specialized financial and legal services
towards the acquisition of St. Francis Medical Center; and
WHEREAS, there are no current existing contracts to provide these services; and,
WHEREAS, Wolf and Company Inc. can provide financial advice; Stifel, Nicolaus
& Company Inc. can provide investment banking services; and Nixon Peabody LLP can
specialized legal services.
WHEREAS, SFMC Investment Group will provide reimbursement for the above
mentioned specialized financial and legal services.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES
HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:
Section 1. That the City Council ratifies a Retainer Agreement attached hereto as
Exhibit A with Wolf and Company Inc. for an amount of$25,000 per quarter not to exceed
a $100,000 prior to the issuance of the bonds, with consideration of a total Municipal
Advisor fee of $250,000 after the issuance of bonds.
Section 2. That the City Council ratifies the Retainer Agreement attached hereto
as Exhibit B with Stifel, Nicolaus & Company Inc. for an amount of $25,000 payable 30
days after the execution of this agreement and every 3 months thereafter, in consideration
of the following fee schedule after the issuance of bonds:
i) 1.25% of par value for a transaction with published ratings from either
Moody's or S&P in the investment grade category (Baa/BBB-); or
ii) 1.75% of par value for a sub-investment grade transaction; and
iii) A credit of the quarterly retainer fees up to a total limit of $100,000.00 will
be credited against the above Underwriting Fee at the time of sale.
Section 3. That the City Council ratifies a Retainer Agreement attached hereto as
Exhibit C with Nixon Peabody LLP for an amount range of $715 to $255 per hour for use
of attorneys, legal assistants, and other professional staff devoted to this matter.
Section 4. That the City Council ratifies the Reimbursement Agreement attached
hereto as Exhibit D with SFMC Investment Group to reimburse the city for the
procurement Wolf and Company Inc., Stifel, Nicolaus & Company Inc., and Nixon
Peabody LLP for the acquisition of the St. Francis Medical Center.
Section 5. That the City Council finds that the selection of Wolf and Company
Inc., Stifel, Nicolaus & Company Inc., and Nixon Peabody LLP will provide the needed
technical experience to secure financing for the purchase of St. Francis Medical Center
at no cost to the city due to the reimbursement agreement with the SFMC Investment
Group; and,
Section 7. That this resolution shall take effect immediately upon its adoption.
PASSED, APPROVED and ADOPTED this 6th day of November, 2018.
2-
J. é
Luis Solache, Mayor
ATTEST:
C./UM/la— 7 �
Maria Quinonez, c 'ity Clerk ,,--"`-� ~)
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
I4_p.4.4(7, _41,
Francisco Lea , ity Attorney Jos: 'imeteotl, City Manager
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby
certify that the foregoing Resolution was passed and adopted by the City Council of the
City of Lynwood at a regular meeting held on the 6th day of November, 2018, and pass
by the following vote.
AYES: MAYOR SOLACHE, COUNCIL MEMBER CASTRO, COUNCIL MEMBER
ALATORRE, AND MAYOR PRO TEM SANTILLAN BEAS
NOES: NONE
ABSENT: COUNCIL MEMBER HERNANDEZ
ABSTAIN: NONE
1/[
M.ria Q uinonez, Ci y Jerk
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of
the City Council of said City, do hereby certify that the above foregoing is a full, true and
correct copy of Resolution No. 2018.194 on file in my office and that said Resolution was
adopted on the date and by the vote therein stated.
Dated this 6nd day of November, 2018.
Maria uinonez, City Perk 1 /41,