Resolution 1994-23
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RESOLUTION NO. 94 - 23
RESOLUTION APPROVING AGREEMENT
FOR FINANCIAL ADVISORY SERVICES
CONSOLIDATED REFUNDING DISTRICT NO. 1994-1
The City Council of the City of Gilroy resolves:
In connection with Consolidated Refunding District No. 1994-1,
this Council approves that certain Agreement for Financial Advisory
Services between the City of Gilroy and Mark Pressman Associates,
dated March 21, 1994, and attached to this resolution.
The Mayor is authorized to sign the agreement and the Clerk is
authorized to attest its execution.
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I hereby certify that the foregoing resolution was duly and
regularly adopted and passed by the City Council of the city of
Gilroy, California, at a regular meeting thereof held on the 21st
day of March, 1994, by the following vote of the members thereof:
AYES, and in favor, thereof, Councilmembers: GILROY, KLOECKER,
MORALES, ROGERS, ROWLISON, VALDEZ and GAGE.
NOES, Councilmembers: None
ABSENT, Councilmembers: None
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APP;:;;; if: .
Mayor ~
ORIGINAL
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FINANCIAL SERVICES AGREEMENT
This Agreement is made this twenty first day of March, 1994, by and between
the City of Gilroy (hereinafter called "City") and Mark Pressman Associates
(hereinafter called the "Advisor").
WITNESSETH:
WHEREAS, the City is desirous of issuing from time to time bonds, notes, or
other forms of indebtedness (hereinafter called the "Bonds"); and
WHEREAS, the City is desirous of obtaining the services of a financial advisor
in connection with the approval and sale of the Bonds; and
WHEREAS, the Advisor warrants and represents that it is capable of
performing in an able and competent manner as financial advisor for the City;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties agree as follows:
I. SERVICES TO BE PERFORMED
The Advisor agrees to provide its services as described in EXHIBIT A attached
hereto and made part hereof.
II. TIME FOR PERFORMANCE
This Agreement shall be effective as of the above date, and initially shall be for
a period of three years, and thereafter will be reviewed and extended for a period of
one year unless written notice is given by either the Advisor or the City; provided,
however, that for any Bonds that have been authorized by the City and upon which
the services by the Advisor are proceeding at the time this Agreement terminates, the
Advisor shall complete the services.
III. COMPENSATION
Advisor will provide services hereunder in connection with the sale of Bonds for
a fee to be mutually agreed upon by both parties. Advisor's fees to the City relating to
the Consolidated Refunding District No. 1994-1 Bonds transaction shall be $0.00.
City agrees to reimburse Advisor for normal out-of-pocket expenses from proceeds of
the sale of Bonds.
In the event Bond proceedings are abandoned by the City as a result of property
owner protest, litigation or other reason, the City agrees to reimburse the Advisor for
usual and customary out-of-pocket expenses, if any.
I,
All compensation is due and payable upon the closing and delivery of the Bonds.
The City will reimburse the Advisor for all approved out-of-pocket travel expenses.
City will pay all other costs of issuance normally associated with the Bonds.
N. UNDERWRITING
The City hereby agrees to request that the Advisor assist the City in selecting
an underwriter for a negotiated sale and to assist the City in dissemination of
information to prospective bidders for a competitive sale of the Bonds. The Advisor
will undertake all steps necessary and customary to facilitate a successful negotiated
or competitive sale, as determined by the City.
V. OTHER CONSIDERATIONS
A. Nothing herein contained shall prevent Advisor from carrying on
its usual business activities, including the performance of other
additional services for the City, should it so desire such additional
services, nor from performing similar services for other agencies,
cities, districts or public entities, provided no actual or apparent
conflict of interest arises. Such an occasion shall require full
disclosure by the Advisor to the City.
B. The City agrees that its officials, employees and agents will
cooperate with and assist representatives of the Advisor in every
reasonable way to the end that the Advisor may secure all
information and data required to perform the services herein
provided for and shall use its best efforts to assure such
cooperation and assistance.
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C. All reports, data, plans, material and documents submitted to
fulfill this Agreement are the sole and exclusive property of the
City, and as such shall not be shown or used by the Advisor
without the prior consent of the City, except as is necessary in the
performance of the services described herein and except such
reports and documents which, by presentation at a public meeting,
become public property. .
Neither this Agreement nor duties or obligations hereunder shall
be assignable by the Advisor without the written consent of the
City.
D.
E. All rights and obligations of the City set forth in this Agreement
may be transferred or assigned by the City to any public entity
formed or activated to effect all or any part of the proposed
financing, in which event the term "City" shall, where appropriate,
be constructed to mean such public entity.
F. It is the intention of the parties that the Advisor is an independent
contractor and not an employee of the City under this Agreement.
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G, This Agreement supersedes any and all other agreements either
oral or in writing between the parties. No inducements,
representations or promises are made that are not embodied in
this Agreement. Any modification of this Agreement will only be
effective by written execution signed by both parties.
H. This Agreement shall be governed by the laws of the State of
California.
1. Notices to parties shall, unless otherwise requested in writing, be
sent to the Advisor at 465 California Street, Suite 600, San
Francisco, California 94104 and for the City at City of Gilroy, 7351
Rosanna Street, Gilroy, California 95020.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
By:
Advisor
Mark Pressman Associates
By:
Mark Pressman
Managing Principal
EXHmIT A
FINANCIAL ADVISORY SERVICES TO BE PERFORMED
IN CONNECTION WITH THE SALE OF BONDS
A. The Advisor agrees to perform all the duties customarily performed by financial
advisory firms in connection with the sale of municipal bonds.
B. The Advisor agrees to proceed with investigations, studies and planning for the
purpose of formulating a sound and feasible plan for the financing of the
facilities and for obtaining necessary approvals for the Bonds; and upon
completion of the aforesaid investigations, studies and planning, and upon
obtaining the appropriate approvals, to provide the City with a written plan for
the financing of the facilities. Such plan shall include, where appropriate,
complete analysis and advice with respect to the following:
1. Description of the Bonds to include principal amount, dated date,
maturity date, denominations and numbering, registration provisions,
maturity schedule, principal and interest payment dates, sinking fund
provisions and prior redemption provisions;
2. Security for the Bonds and flow offunds;
3. Project costs, source offunds and distribution of Bond proceeds;
4. Covenants, terms and other conditions necessary to insure marketability
of the Bonds; .
5. Establishment of funds and accounts and provisions for investment of
funds;
6. Timing of sale of the Bonds, and the necessary actions, document-s and
other information required in order to create a favorable market for the
Bonds.
C. The Advisor agrees to coordinate the City's relations with any other
governmental and regulatory agencies that may be connected with the facilities
and to supply such agencies with all necessary data and information.
D. The Advisor agrees to attend meetings of the City when requested by the City
to do so.
E. The Advisor agrees to assist the City in the preparation and presentation of
factual material describing the Bonds.
F. The Advisor agrees to assist the City in preparing and distributing to
prospective bond buyers an official statement, which will form the basis of the
Bond offering and which will contain comprehensive information with respect
to the Bonds, the City, the facilities, the legal documents and other pertinent
information.
Page 2
Exhibit A
G. As appropriate, the Advisor agrees to confer with a bond rating serviceCs) and to
provide that serviceCs) with complete information regarding the Bonds so that it
may properly consider the rating of the Bonds and provide investors with up-to-
date and accurate information on the Bonds and the City. The City agrees to
participate fully in this process including the prompt provision of materials,
data and information as so requested by the serviceCs).
H. As requested, the Advisor agrees to coordinate the adoption of all resolutions,
the publishing of all legal notices and the occurrence of any other events
required for the successful sale and delivery of the Bonds.
1. The Advisor agrees where appropriate, to assist the City in all matters
necessary for the validation of the Bonds.
J. The Advisor agrees to give its best advice to the City on market conditions and
other factors affecting the successful sale of the Bonds.
K. The Advisor, if on the basis of a negotiated sale, agrees to assist the City in
selecting a qualified underwriter. The Advisor will also use its best efforts to
assure related underwriting costs are kept to a minimum and assist the City in
negotiating the terms, interest rates, and underwriters compensation.
L. The Advisor, if on the basis of a competitive sale, agrees to assist the City in
disseminating information regarding the Bond sale, be available to answer
questions from prospective bidders and to help determine the lowest cost bid
proposal on behalf of the City.
M. The Advisor agrees to advise the City in all matters relating to the investment
offunds resulting from the sale of the Bonds under the control of the City,