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Home My WebLink About00049C - BIRR WILSON DESERT FASHION PLAZA h Birr, Wilson & Co. Inc. financial advisory sery for Desert Fashion Plaza AGR #49 (oriS 9-8-83) Res 153, 9-7-83 BIRR, WILSON & CO., INC. PROPOSAL TO ACT AS MANAGING UNDERWRITER OR FINANCIAL CONSULTANT TO THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS IN THE FINANCING OF THE DESERT INN FASHION PLAZA REMODEL AND EXPANSION, INCLUDING A HOTEL RESPONSIBILITIES AS UNDERWRITER OR FINANCIAL CONSULTANT The basic responsibility of Birr, Wilson & Co. , Inc. is to assist the Rede- velopment Agency of the City of Palm Springs in obtaining long-term finan- cing for the expansion of Desert Inn Fashion Plaza (including a 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, archi- tects and bond counsel to accomplish this task. There are three major ob- jectives which we must complete to reach this goal. These are: 1. Review of the Project. Conduct an extensive review of building op- tions, 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 De- partment's regular review and planning sessions, develop a specific financing plan. Alternative financing methods will be discussed and examined. These will include tax allocation and Certificate of Parti- cipation techniques. The financing method 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, inclu- ding 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 neces- sary to the successful marketing of securities at the lowest possible cost. To accomplish the preceding objectives Birr, Wilson & Co., Inc. pro- poses to: 1. Assign Mr. Steven 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 financings. 3. When sufficient information is developed to complete a package for submission to the bond rating agencies, and if the financing(s) appear rateable, the package will be presented to Moody's Investors Service, Inc. and/or Standard and Poor's Corporation. 4. If it appears that lower interest rates can be achieved through the use of municipal bond insurance, Birr, Wilson & Co., Inc. will structure insurance into the transaction. 5. Prepare and distribute an official statement. The preparation and distribution of a complete and informative official statement, pro- viding full disclosure of all material facts concerning both the financing being undertaken and the issuing entity, is of paramount im- portance. The quality of information relating to any proposed security issue requires diligent review because underwriters are very demanding regarding contents of published information. As investment banker for the Redevelopment Agency, we must assure preparation of a complete and accurate official statement. 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: underwriter's counsel fee, if required, bond counsel fee, special tax counsel fee (if required) , bond printing and mailing, information meetings, trustee authentication fee, reimbursement of out-of-state travel costs, municipal bond insurance, if required, and all other miscellaneous costs of insurance expense. S. In the event that the securities cannot be sold, no fee will be due and payable to Birr, Wilson & Co., Inc. 9. Should the Agency or the 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. If the Redevelopment Agency elects to proceed with a negotiated sale and we agree that the securities are marketable, 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 rea- lized through resale of the securities. If the Redevelopment Agency elects to proceed with a tax allocation bond issue, California law requires that Birr, Wilson & Co., Inc. act as finan- cial advisor for a fee. A fee of $50,000 will be paid to Birr, Wilson & Co., Inc. for the above described tax allocation issue. If Birr, Wilson & Co., Inc. acts as financial advisor, Birr, Wilson & Co. , Inc. will be per- mitted to bid on the bonds at public sale either acting for itself or in syndication with other investment banking firms. APPROVED AS TO FORM BIRR, WILSON & CO. , INC. 7 rr City Attorney U1 f ��✓ , ,, > �fe s l� ✓ .�"'' Date Steven D. Kark f Y Vice-President c. ee Public Finance -- , ACCEPTED BY: THE REDEVELOPMENT AGENCY OF,TH;E CITY OF PALM SPRINGS. BY. �'•c`'�' --- .Date: