HomeMy WebLinkAboutContracts & Agreements_24-1986_CCv0001.pdf A G R E E M E N T
THIS AGREEMENT, MADE AND ENTERED INTO THIS 25th day of
j.uly 1, 1986, by and between the CITY OF REDLANDS, a political
subdivision of the State of California (hereinafter, "City" ) , and
SEIDLER-FITZGERALD PUBLIC FINANCE, a division of (SEIDLER AMDEC
SECURITIES INC. ) , a corporation doing business in the State of
California (hereinafter, "CONSULTANT" ) ;
W I T N E S S E T H:
WHEREAS, the CITY desires to retain a financing consultant
to perform special services and render advice relating to the
sale by the CITY of Tax and Revenue Anticipation Notes for the
fiscal year 1986-87 ; and
WHEREAS, CONSULTANT is specially trained and experienced and
competent to perform such special financial services and render
such advice;
NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLY AGREE AND
CONTRACT AS FOLLOWS:
1. CONSULTANT shall provide to the CITY certain special
services and advice relating to the sale of Tax and Revenue
Anticipation Notes for the 1986-87 fiscal year. The nature of
such special services and advice is more particularly set forth
in the Scope of Services to be Performed, Exhibit "All hereto,
which is incorporated by reference herein. CONSULTANT and CITY
both agree to be bound by all of the terms and conditions set
forth in said Exhibit "A. "
2. In consideration of the foregoing, CITY shall pay
Consultant a fee of $18,000. Such fee shall only be paid after
the Tax and Revenue Anticipation Notes have been sold and
delivered. It is expressly agreed and understood that this fee
is conditioned upon the sale of such Notes, and that if the Notes
are not sold, CONSULTANT shall receive no fee whatsoever.
Consultant shall retain the services of Management Services
Institute (MSI) to develop the City' s cash flows for the
financing, and payment for MSI services shall be paid by
Consultant from the above fee.
3 . City shall pay other costs incident to the note issue,
including, but not limited to: Bond Counsel fees; the cost, if
any, of otherwise advertising the note sale; promotional
expenses; CONSULTANT' s out-of-state travel, meals and lodging
expenses; the costs of reproducing the official statement along
with the notice of sale and other documents, if any; the cost of
obtaining a note rating; and the costs for printing and servicing
the notes.
4. CONSULTANT shall well and faithfully perform each and
all of the obligations set forth in this Agreement. CONSULTANT
shall at all times be deemed an independent contractor, and
neither the Consultant nor any of its employees shall be con-
sidered employees of the CITY for any purpose. CONSULTANT shall
assign Mr. John C. Fitzgerald, Managing Director and Kenneth D.
Ough, Vice President to work with the CITY.
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5. At all times, CONSULTANT shall work in cooperation with,
and pursuant to the direction of, the Director of Finance of the
CITY, Mrs. Linda Kirwan or Mrs. Kirwan' s designee.
WHEREFORE, the parties have executed this Agreement on the
date first above written.
ATTEST: CITY OF REDLANDS
a political subdivision of the
State of California
By By GO
SEIDLER-FITZGERALD PUBLIC FINANCE
a division of (SEIDLER AMDEC
SECURITIES INC. )
By,
J C. it
rald
,ct(
—�9anaging D I ctor
"CONSULTANT"
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EXHIBIT A
CITY OF RE ISE
TAX AND REVENUE ANTICIPATION NOTE ISSUE
SCOPE OF SERVICES TO BE PERFORMED
1. Analyze the proposed debt of the CITY; and taking into
account existing debt, planned future debt, projected growth
in assessed valuation, tax rate limitations, revenues, and
other relevant factors, prepare and submit a maturity
schedule for the note issue including an estimated interest
rate and reflecting the amount of overall debt service
requirement.
2. Recommend as to the various provisions, terms and conditions
of the note issue in order to make the issue more attractive
to prospective bidders.
3. Arrange and implement procedural steps for the note issue.
4. Make recommendations regarding the financial content of
resolutions, notice of sale of notes and other documents.
5. Prepare an official statement (meeting GFOA disclosure
guidelines) which shall contain complete information on the
City and its financial structure and condition.
6. Reproduce, mail and distribute the notice of sale, official
statement and other documents, if any, to banks, underwrit-
ers and institutional buyers located throughout the country
to encourage the best competitive bidding on the notes.
7. Contact directly institutional note buyers, dealers, dealer
banks, and others to encourage competitive bidding at the
note sale.
8. Assist the CITY in obtaining the highest possible (MIG 1)
note ratings from Moody' s Investors Service.
9. Request is to be made to the Comptroller of the Currency to
issue a ruling stating that the notes are eligible for
purchase, dealing in, underwriting and unlimited holding by
national banks.
10. With due regard for the needs and requirements of the CITY,
make recommendations regarding timing of the note sale to
take optimum advantage of market conditions and reinvestment
rates.
11. To be represented at the note sale by Mr. John C.
Fitzgerald, or other experienced personnel whose services
shall be available to the CITY, in the tabulation and
comparison of bids.
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12. Subject to the CI ' s approval, select the printer for the
official statement.
13 . Structure the note denominations to attract all segments of
the market and arrange for such note printing.
14 . Advise the CITY as to the desirability of using paying
agents and, subject to CITY' s approval, select the paying
agents including obtaining competitive bids, if appropriate,
to obtain service of greatest benefit to the CITY.
15 . Arrange the note closing, coordinating the efforts of all
parties involved and assisting the CITY in the timely
receipt of the note proceeds.
16. Advise the CITY on value of closing in Los Angeles.
17 . obtain or prepare a suitable overlapping debt statement.
18. Consider various market and sales approaches, such as
soliciting buying interest directly from the institutional
segment of the short-term tax-exempt market or negotiated
sale.
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