HomeMy WebLinkAboutContracts & Agreements_12-1993_CCv0001.pdf AGREEMENT FOR FINANCIAL ADVISORY SERVICES
THIS AGREEMENT, made this6 ththe day of April, 1993, by and between the City of
Redlands, California (hereinafter called the "City") and N. K. McPhail & Co., Solana Beach,
California (hereinafter called the "Financial Advisor"):
WITNESSETH:
WHEREAS, the City proposes to initiate proceedings for interim tax and revenue
anticipation notes for cash flow purposes (the "Obligations"); and
WHEREAS, the City requires assistance in the development of a sound, equitable and
practical financing plan to implement the financing by taking into consideration sources of capital
funds and cash flow requirements, annual costs, the wall.CV2.6on of shone costs, statutory
requirements and restrictions, and alternate methods, if applicable; and
WHEREAS, the City requires the services of a financial advisor experienced in financial
consulting with public issuers, to assist in financial planning, and facilitate the sale of the
Obligations; and
WHEREAS, the City has determined that the Financial Advisor is qualified by training
and experience to perform said services;
NOW, THEREFORE, it is mutually agreed as follows, to wit:
The City hereby employs the Financial Advisor and Financial Advisor hereby accepts
such employment to perform in a diligent manner the services, upon the terms, subject to the
conditions, and in consideration of payments as hereinafter set forth.
The Financing Advisor shall:
1. Assembly, review and analyze available financial and economic data and information
which may have a general bearing on the financing program.
2. Based on the foregoing analysis, prepare a general review, description and outline the
possible methods of structuring each obligation, the advantages and disadvantages of each
method as applied to a given project, the general legal and practical requirements or
restrictions applicable to each method and their attendant costs.
3. Assist Bond Counsel with the preparation of necessary resolutions and other legal
documents and make recommendations as to the exact terms and conditions under which
Obligations are to be issued and purchased, including timing of sale, final amortization
or repayment schedules, call and redemption features, provisions governing the issuance
of additional obligations, covenant and other provisions of the Obligations.
4. Prepare the official statement including a describing the Obligations, their security,
and economic and financial information on the City.
5. Assists with the preparation of financial forecasts, submit a rating application and
take all necessary steps to secure an investment grade rating for the Obligations.
6. Prepare a notice of sale and mail said notice to perspective bidders, receive
competitive bids, determine the low bidder and recommend the award and sale of the
Obligations.
7. Make arrangements for the closing of the transaction including payment and delivery
of the Obligations, recommend investment of Obligation proceeds and related matters.
8. The Financial Advisor shall be available at reasonable times by telephone or at the
offices of the City to discuss on a continuing basis the results of studies and analyses and
generate such additional information as desired or requested and consult with the City as
to financial aspects of the Obligations.
9. The Financial Advisor's compensation shall be a flat fee. The Financial Advisor's
flat fee shall be$5,000 which shall be contingent upon and only payable upon completion
of the sale of the Obligations.
10. The Financial Advisor shall bear all management, and out-of-pocket costs and
expenses, including, without limitation, its travel, telephone, telegraph, stenographic
work and the like, incurred by the Financial Advisor in performing the Financial
Advisor's duties and obligations, unless the City specifically agrees in writing to the
payment of such costs. The Financial Advisor is not responsible for and shall not be held
liable for any other expense or expenditure in connection with the financing program.
The term of this Agreement shall be (1) year from the date hereof, but may be canceled
without cause by either party by giving the other party thirty (30) days written notice of such
cancellation. Said notice to be sent certified mail to the following address:
CITY OF REDLANDS UND
PO Box 3005 Norman K. McPhail
30 Cajon Street N. K. McPhail & Co.
Redlands CA 92373 930 Via Mil Cumbres
Attn: James D. Wheaton Solana Beach, CA 92075
City Manager
This Agreement shall not be amended except upon the express written Agreement of the
parties hereto to such amendment.
This Agreement and any document or instruments attached hereto or referred to herein
integrate the terms and conditions mentioned herein or incidental hereto, and supersede all
negotiations and prior writing in respect to the subject matter hereof. In the event of conflict
between the terms, conditions or provisions of this Agreement, and any such document or
instrument, the terms and conditions of this Agreement shall prevail.
IN WITNESS WHEREOF, the City, has caused this Agreement to be properly executed
as of the date hereinabove set forth.
CITY OF REDLANDS FINANCIAL AD7OR
l
N. K. McP Co.
7 By. .
�Cha L S e it Mayor
A'N`TE S T:
Lorre Poyz r City Clerk