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HomeMy WebLinkAboutORIENT CORPORATION OF AMERICA, INC. (4)H — cp, — 0,3 (" FINANCIAL ADVISORY AGREEMENT BETWEEN THE CITY OF SANTA ANA WAR" This document constitutes the terms of a Financial Advisory Agreement between the City of Santa Ana (City) and Kelling"'Northcross & Nobriga, Inc. (KNN). The City enters into this contract with KNN for the purpose of having KNN serve as its financial advisor and structure and manage a Certificate of Participation financing for a police building for the City. I. TIME FRAME OF CONTRACT April 6, 1992 through sale and delivery date of the Certificates. 1.9 KNN is located at 595 Market Street, Suite 1350, San Francisco, California 94105. Telephone (415) 362-4110. Ill. PRINCIPAL STAFF Mark Northcross will be assigned as principal staff member in charge. Gary Kitahata and James Badgley will assist Mr. Northcross as required. IV. SERVICES TO BE PROVIDED Our scope of services is summarized below: 1) Review capital improvements plan for project. 2) Prepare projected debt service cash flow schedules for project. 3) For each series of bonds to be issued, coordinate the work of the City, City Attorney, Bond Counsel and Trustee to ensure that the financing proceeds smoothly and is consummated in a timely fashion. 1 4) Attend City Council meetings and staff meetings to answer questions relative to the financing, 5) Formulate and recommend an overall financing structure for the financing. This structure will including the following: a. Estimated amount and types of instruments. b. Maturity schedules and types of investments. C. Rating, insurance and other security features, if practical. d. Provisions for administration and flow of funds for amortization of debt, expenses and reserve funds. G) Prepare an Official Statement for each series of bonds to be issued which shall be a marketing instrument as well as provide full disclosure of all material facts. 7) Based on market conditions and the appraisal, recommend competitive bid or a negotiated sale for each series of bonds to be issued. 8) Solicit and review proposals and recommend firms to City staff which will be providing service relating to each series of bonds to be issued. 9) If the City elects to use a negotiated sale, we will recommend an underwriter based on discussions with several firms. We will negotiate the sale with the underwriter on behalf of the City, ensuring the lowest interest rate the market can deliver. Should this Agreement be terminated or discontinued, the records will be transferred to the City within ten (10) working days of the date of such termination. V. COMPENSATION KNN will be paid a fee of $40,000 at closing for the issue. This fee will include all out-of-pocket expenses, except out-of-state travel and the cost of statistics required for the official statement. VI. COMMUNICATIONS. GRIEVANCES AND DISAGREEMENTS All disagreements, complaints and alleged improprieties between the City and KNN will be resolved through negotiation between the City's Executive Director and/or his designated representative(s) and the President of KNN and/or his designated representative(s). Any such negotiations, including the results thereof, will be reported to the City. Should any litigation occur relating to the enforcement and/or interpretation of this Agreement or any part thereof, the prevailing party shall be entitled to reasonable attorneys' fees. The determination of whom if anyone, is the prevailing party, as well as what shall constitute reasonable attorneys' fees, shall be made by the judge presiding over said litigation. VII. DISCONTINUATION OF CONTRACT This agreement may be cancelled by the mutual consent of the City and KNN. IX. HOLD HARMLESS FROM LIABILITY ICNN agrees to hold the City free and harmless from any and all liability claims for damages by reason of any injury to person or persons, including but not limited to KNN employees or property of any kind whatsoever and to whomsoever belonging, including but not limited to KNN employees from any cause or causes whatsoever arising from the performance of KNN employees of its obligations under the provisions of this Agreement; provided, however, that KNN shall not be liable to the City for any injury to persons or property which may result solely or primarily from the negligent action or omission of the City or its directors, officers or employees. X. INSURANCE Should KNN hire employees to perform any portion of the work contemplated by this contract, KNN shall obtain, and maintain in full force and effect, workers' compensation insurance covering said employees at KNN expense. KNN shall hold the City harmless against any liability which it may incur towards said employees, specifically including liability for the payment of workers' compensation benefits. XI. NONDISCRIMINATION No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, age, physical handicap, sex, or sexual orientation of such persons. The contents of Attachment A are hereby incorporated and made a part of this Agreement. This Agreement shall be deemed to include any provision required by law to be inserted herein, whether actually inserted or not. 3 All notices that may or are required to be given pursuant to this Agreement may be served by mail or in person on KNN at 595 Market Street, Suite 1350, San Francisco, California 94105, or at such other address as KNN may designate in writing and to the City by and through the then -current City Manager of the City at the City Manager's business address. The City and KNN each binds itself, its partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the City nor KNN shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. XIV. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, KNN is and shall be independent contractors, and not officers or employees of the City. This Agreement and any documents or instruments hereto or agreed to herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all oral negotiations and prior writings in respect to the subject matter. 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 T-TP11?Pn1r, +1, +4, 11 %, parties CICLO have UXCCULeU UJIS Agreement the U and year first above written. AGREED AND ACCEPTED: CITY OF SANTA ANA Daniel H. Young, Mayor IZ A;r ,tjy CLEEN C-­r",E COUNCIL Date Approve d As 47o- m, )2ity Attorney Date 11-1/ & NOBRIGA, INC. oss" Senior Vice President Date rd