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HomeMy WebLinkAbout00122C - PA3B11 PALM CANYON PLAZA CROWE HOTEL BIRR WILSON BOND COUNSEL Birr, Wilson & Co. Inc.-bond counsel services w/Palm Cnyn Plaza Hotel (Crowe Htl )PA#3B11 AGREEMENT # 122 , orig 1-31-85 Res 283, 12-19-84 AGREEMENT RESPONSIBILITIES AS UNDERWRITER The basic responsibility of Birr, Wilson & Co. , Inc. is to assist the Community Redevelopment Agency of the City of Palm Springs in obtaining long-term financing for the Palm Canyon Plaza Hotel at the lowest available interest rate and under the most favorable terms and conditions possible at the time such financing is accomplished. We will work closely with the Redevelopment Agency, Agency staff, developer, architects and bond counsel to accomplish this task. There are three major objectives which we must complete to reach this goal . These are: 1 . Review of the Project. Conduct an extensive review of building options, including costs, benefits to various public entities, repayment sources, and financing needs of the proposed project. 2. Design Financing Program. Following approval of the Redevelopment Agency, Birr, Wilson & Co. , Inc. will , through the Public Finance Department' s regular review and planning sessions, develop a specific financing plan. Alternative financing methods will be discussed and examined. The financing methods best suited to the project will then be selected and structured into a final financing package. 3. Structure the Financing. Following selection of the financing plan, we will make recommendations as to the structure of the financing, including sale date, maturity schedule, date of securities, denominations, principal and interest payment dates, early redemption provisions, general security provisions (such as flow of funds, use of a trustee, restricted use of revenues and other related items) , investment of proceeds, general covenants and all other terms and conditions necessary to the successful marketing of securities at the lowest possible cost. To accomplish the preceding objectives Birr, Wilson & Co. , Inc. proposes to: 1 . Assign Mr. Steven D. Kark primary responsibility for the work with the Redevelopment Agency. 2. Work with appropriate staff, consultants and bond counsel in drafting all necessary documents to incorporate specifics of the financing. 3. When sufficient information is developed to complete a package for submission to the bond rating agencies, the package will be presented to Fitch Investors Service and to Moody's Investors Service, Inc. , and/or Standard and Poor's Corporation. 4. Prepare and distribute an official statement. The preparation and distribution of a complete and informative official statement, providing full disclosure of all material facts concerning both the financing being undertaken and the issuing entity, is of paramount importance. As investment banker for the Redevelopment Agency, we must assure preparation of a complete and accurate official statement. 5. Recommend to the Agency a date of sale. Birr, Wilson & Co. , Inc. will advise the Agency of current market conditions, other forthcoming issues and provide general information and economic data which might be expected to influence interest rates, so that the marketing of the securities can be undertaken at the most favorable time. This is critical for receiving the best possible interest rate. 6. Birr, Wilson & Co. , Inc. will coordinate the printing and delivery of the securities for final closing. 7. All direct issuance and related expenses not previously approved by the Agency will be paid from security proceeds. These expenses include, but are not limited to, the following: costs of any investment agreement (if required) , underwriter's counsel fee (if required) , bond counsel fee, special tax counsel fee (if required) , bond printing, rating agency expenses, official statement and legal document printing and mailing, information meetings, trustee authentication fee, reimbursement of out-of-state travel costs and all other miscellaneous costs of insurance expense. 8. In the event that the securities cannot be sold, no fee will be due and payable to Birr, Wilson & Co. , Inc. 9. Should Agency or developer place any bonds or notes on its own, Birr, Wilson & Co. , Inc, agrees to waive its placement fee and to be compensated only for work done to that date. When the Redevelopment Agency elects to proceed with a negotiated sale and we agree that the securities are maketable, Birr, Wilson & Co. , Inc. will underwrite (as managing underwriter) and purchase such securities at such rates and under such terms as will be mutually agreed upon at the time of sale of the securities pursuant to the Purchase Agreement between the Agency and Birr, Wilson & Co. , Inc. In this transaction, our profit must be realized through resale of the securities. BI'RR/W/IgLS_ON & CO. , INC. Steven D. Kark ATTEST: Vice President Public Finance As `stant Secretary ACCEPTED BY: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA By Date: January 31 . 1985 Chairman PF& 9 ''Y'a� tjsiivl / 9 G /lity Attarhoy APPQr0VEf� 2y SHE C®6�rMUN97Y PzEnpy. late �'��� � �r..�...