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HomeMy WebLinkAbout00009C - STONE YOUNGBERG MUNICIPAL FINANCING CONSULTANTS INC AGREEMENT NO. 9 BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OR THE CITY OF PALM SPRINGS, CALIFORNIA AND STONE AND YOUNGBERG MUNICIPAL FINANCING CONSULTANTS, INC. THIS AGREEMENT, made this 19 day of ,_3z�4. ewe y 1975, by and between THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, Riverside County, California, an agency duly organized under the laws of the State of California (hereinafter called "Agency") , party of the first part, and STONE & YOUNGBERG MUNICIPAL FINANCING CONSULTANTS, INC. , One California Street, San Francisco, California, a corporation (hereinafter called "Consultant") , party of the second part: WITNESSETH: WHEREAS, Agency has heretofore initiated a redevelopment project within the downtown area known as the Palm Springs Central Business District Redevelopment Project; and WHEREAS, Agency requires assistance in the development of the framework for a sound, equitable and practical financing plan to implement the project by taking into consideration sources of capital funds and cash flow requirements, annual costs, the allocation of those costs, statutory requirements and restrictions, public opinion and alternate methods, if applicable; and WHEREAS, Agency, after due investigation and deliberation, has determined that Consultant is qualified by training and experience to perform said services; NOW THEREFORE, it is mutually agreed as follows, to wit: Agency hereby employs Consultant and Consultant hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth: Services to be Performed by Consultant: Consultant shall perform in a diligent manner the following services: to Assemble, review and analyze available financial and economic data and information which may have a bearing on a program for financing the proposed project or projects and their sub areas. 2. Based on the foregoing analysis, prepare and submit to Agency written information containing, but not limited to, the following: a. A general review and description of the proposed project or projects and their sub areas, their purpose and benefits, their estimated capital and annual maintenance and operation costs, and other pertinent information based primarily on data and information to be supplied by Agency and its consultants. b. Discussion of the possible methods of financing such improvements, 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, including specific references to such methods as use of current funds, general obligation bonds, revenue bonds, tax-increment bonds, non-profit corporation financing, joint powers authority financing, parking authority financing, assessment financing, State or Federal grants and loans, redevelopment procedures(both Federal and State) and combinations of the Foregoing, status of the funding and applicability to the project or projects and their sub areas. Agreement No. Page 2 c. Discussion of the possible sources of revenues, such as property taxes, sales taxes, utility revenues, rental income, proceeds from contract payments and annual subventions or grants which might be used to amortize the indebtedness to be incurred for the capital costs of the .improvements and to pay their annual maintenance and operation costs. d. Estimates of the future trends of such revenues and their application towards financing the improvement program. e. A discussion (as applicable) relating to possible variations in benefits to be received by different properties, taxpayers or areas and the correlation of the same to the discussions under items a. , b. , c. , and d, above. f. Recommendations as to the most appropriate method of financing, or alternates thereto, as applied to the proposed development project or projects and their sub areas. g. Illustrations and examples of the financial effects of the financing program on typical property owners, taxpayers or beneficiaries of the program. h. If requested by Agency, advice and consultation concerning any interim Financing which may be necessary or desirable to assist in the ultimate completion of the project or projects and their sub areas. i . Recommendations as to further procedureal steps to be taken and timing of actions. 3. Discuss on a continuing basis the results of studies and analyses and generate such additional information as desired or requested. �.. From time to time, as may be reasonably required, consult with Agency as to the financial aspects of any specific project then being considered. 5. When Agency has approved a specific project or projects for imple- mentation, the estimated costs and method of financing which have been sufficiently well established to permit the preparation of final financing plans relating specifically to the project or projects , Consultant shall , at the direction of Agency, prepare such plans containing, in addition to other information, the following: a. A general description of the project or projects and their sub areas, the purpose, benefits, estimated costs and other pertinent information. b. Details relating to the proposed method of financing, including tentative bond amortization schedules, call features, sources and amounts of funds to be used in amortizing the costs and other related data. c. Illustrations and examples of the financial effects of the Financing program on typical property owners, taxpayers or beneficiaries of the program. d. Recommendations as to further procedures. Agreement No. Page 3 The foregoing will be designed to answer substantially all of the important questions which might arise in connection with the parti- cular project or projects and their sub areas and will contain current information as to estimated costs and economic and fiscal information. 6. If a bond election is required in connection with the approved method of financing, prepare the text of a condensed, factual statement describing the improvements, explaining why they are needed, the benefits to be derived, their costs and the effect on typical taxpayers or others who may be affected, which statement may be reproduced and distributed by Agency to voters in advance of the election. Also, make other recommendations relating to methods of informing voters as to the merits of the proposed improvements and their costs. 7. Prior to an election for the authorization of bonds to finance the proposed public improvements, appear at a reasonable number of public meetings that may be held by interested civic groups to explain the financial aspects of the program and provide factual information regarding the project and the financing program. 8. If the issuance of bonds or other evidences of indebtedness to finance all or part of the costs of the proposed improvements is authorized at an election or issued by a building authority, parking authority, or the Agency, Consultant shall : a. Make recommendations as to exact terms and conditions under which bonds are to be issued and sold, including timing and method of sale, final amortization or repayment schedules, call and redemption features and other details. b. Assist bond counsel in drafting the necessary resoltuion of issuance and notice of sale. 9. Upon approval by Agency of final financing details and upon direction by Agency to do so, prepare the tent and other material for an offical statement or bond prospectus describing the improvements, the bonds, their security, and the economic and financial background of the City. 10. Arrange for printing and distribution of the bond prospectus and other related material to a comprehensive list of prospective bond bidders. Agency shall reimburse Consultant for costs of printing and distributing the official statement and related material . 11 . Effect direct personal contact with dealers and investors to stimulate interest in bonds issued and advise on technical questions concerning financing. 12. Take such other steps as appear advisable to encourage strong competitive bidding for the bonds. Any charges by bond rating agencies and any charges for preparation of debt statement shall be borne by Agency. 13. If non-profit corporation financing is to be included in the financing program, Consultant shall recommend: a. The timing and procedures to be used in: (1 ) forming a non- profit corporation, (2) obtaining the necessary Internal Revenue Service ruling as to tax exemption of the securities to be issued, (3) complying with the Securities and Exchange Commission regulations if a public sale of securities proves to be desirable, (4) sale of securities and deposit of proceeds with the Trustee, and (5) disbursement and application of funds. Agreement No. Page 4 b. Specific terms governing the issuance of the bonds of the non- profit corporation, including the amount of the issue, a debt retirement schedule, call and redemption features, denomination, application of bond proceeds and rental agreements. In recommending the amount of bonds to be issued, Consultant shall use its best efforts to keep incidental costs, such as interest during construction, reserve funds and other charges, to a minimum in order to avoid over-capitalization. c. Consultant shall , as agent for Agency, contact various financial institutions who might be interested in purchasing the bonds of the non-profit corporation in an effort to obtain the lowest possible interest rate, or, if a public sale of the non-profit corporation bonds proves to be legally and practicably possible, Consultant shall prepare the text of a prospectus describing the bonds, their security, and the economic and financial background of the City which may be duplicated and distributed at Agency's expense to a comprehensive list of prospective bidders. PMment for Services: 14. For the services to be performed hereunder, Agency agrees to pay Consultant the following fees at the times and subject to the conditions as specified. a. For those services to be performed under Paragraphs 2 through 5 hereof, and directed by Agency, a sum in an amount equal to the rate of $40 per hour excluding travel timeand not to exceed $300 per Aiem per person, to become payable upon submission by Consultant. Out-of-pocket travel expenses and costs such as long distance telephone and copying charges shall be billed at cost. Invoices accompanied by supporting documentation shall be submitted with a written statement of services performed on a monthly basis. b. For those services to be performed under Paragraphs 6 through 13 hereof, as directed by Agency, a fee in an amount equal to one percent (1%) of the total amount of financing achieved to finance all or part of the costs of the proposed project or projects to become payable only upon, and subject to, receipt by Agency, Authority or Non-Profit Corporation of funds to Finance all or a part of the proposed improvements provided, however, that the minimum fee due Consultant for each individual sale of securities shall be $10,000. Other Considerations : 15. Consultant is employed hereunder to render a professional service within the scope of its training and experience as a municipal financing consultant and any payments made to it are compensaton solely for such service and advice. Outside of its normal office overhead, and traveling costs to and from its San Francisco and Los Angeles offices and Agency to perform the services contracted for, Consultant is not responsible for and shall not be held liable for any other expense or expenditure of any kind, including the following: a. Any and all legal , engineering or architectural expense of any kind whatever. Agreement No. Page 5 b. Any and all expense in connection with hearings , proceedings and due issuance of bonds. c. Any printing, advertising, publicity, etc. , of such material or data as Agency may wish to have prepared in connection with Consultant's services herein provided for, exept those specifically excluded herein. 16. Nothing herein contained shall prevent Consultant from carrying on its usual business activities, including the performance of other additional services for Agency, should it so desire such additional services, nor from performing similar services for other agencies , cities, districts or public entities. 17. Agency agrees that its officials and employees will be requested and directed to cooperate with and assist representatives of Con- sultant in every reasonable way to the end that Consultant may secure all information and data required to perform the services herein provided for. 18. Prior to the implimentation of any work by the Consultant, the Agency shall define a precise "scope of work" for a specific project. The Consultant shall estimate a dollar amount for the scope of work to be accomplished. The Agency will then issue a purchase order for the work to be accomplished and the Consultant may not exceed the dollar amount specified in the purchase order without a written amendment to the purchase order. 19. The maximum yearly fee to the Consultant may not exceed the adopted yearly budget for Municipal Financial Consultation. 20. It is agreed that the Redevelopment Agency shall have the right to cancel this agreement on a thirty (30) day notice. IN WITNESS WHEREOF, said Agency, party of the first part, has caused these presents to be properly executed, and said Consultant, party of the second part, has caused these presents to be executed by one of its officers, as of the date hereinabove set forth. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY O,F PJkE SPRINGS, CALIFORNIA / 1 Secretary6p�e C airman STONE & YOUNGBERG MUNICIPAL 024t FINANCING CONSULTANTS, INC. Ncdyrnood' On ._, By 0ij, Ebert G. Bulot, Vice President CP_ti 1-E-6