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Home My WebLink AboutContract # : 5058 - TLHOCKING AND ASSOCIATES LLC; HOCKING; - Execution Date: 4/1/2004 • -■2 0000003635 61595 Contract Indexing Form Contract # Date Purge Date 5058 04/01/2004 Name(s) TLHOCKING AND ASSOCIATES LLC Location Job # Job # Job # Resolution # Resolution # Resolution # Index By RD (05-11-04) 5 PAGES Scanned By Mcro£ilmed By ■ ■ M ,::. : C-5058 a�,� ct�t � p TLI-locking 6- Associates LK 04/01/2001 stl1/4 /UktAss • MUNICIPAL FINANCE CONSULTANTS rgl" July 1,2001 Mr.Ed Beasley Assistant City Manager City of Glendale 5850 West Glendale Avenue Glendale,Arizona Re: Financial Advisory Services Agreement to serve the City of Glendale Dear Ed: On behalf of TLHocking & Associates LLC, we appreciate the opportunity to represent the City of Glendale (the "City'). We are prepared to work with City staff,legal counsel,bond counsel and other such advisors and consultants of the City to successfully complete any and all work required of us to develop a financial plan for the City along with any follow-up work that may be necessary to carry out the financial plan. FINANCIAL ADVISORY SERVICES AGREEMENT The Agreement is entered into the 1st day of April 2001,by and between the City of Glendale,Arizona(the"City')and TLHocking&Associates LLC("TLHocking"). Recitals WHEREAS,the City requires financial advisory services(the"Services')in connection with the review,development, negotiation, analysis, execution and delivery of a successful Development Agreement, other related development documents,financing documents and financing structures to finance the public portion of the development project as proposed by The Ellman Cos. (the °Developer°) and the Phoenix Coyotes hockey club, known as the Glendale Gateway Project and other related developments(including the Manistee Town Center),as approved by the City(the "Project); WHEREAS,the City desires to engage TLHocking to render these Services; NOW THEREFORE,in consideration of the mutual covenants and stipulations hereinafter set forth,the parties agree as follows: Section 1.Scope of Services. The Scope of Services may include, but not be limited to;advice and assistance in the following areas: a) Review and analysis of Memorandum of Agreement between the City and the Developer b) Develop cash flow proformas of anticipated revenues derived from the Project c) Propose structures of debt service requirements and other financial resources to match cash flow proformas P.O. Box 10097 • Phoenix, Arizona • 85064-0097 Phone 480.368.1010 • Fax 480.368.1011 • E-mail tlhocking@msn.com • Mr.Ed Beasley Assistant City Manager City of Glendale July 1,2001 Page 2 d) Develop financing strategy for the City to successfully finance the public portion of the Project e) Assist in evaluating financial options,including alternative revenue sources to support financing f) Assist in developing specifications for the selection of underwriters(if required) g) Present financial analysis to City Council,as required h) Prepare reports and recommendations to City staff and City Council regarding the financing of the Project i) Provide support in structuring and timing of debt issues and other financial options including advice on current trends and innovative financing mechanisms for similar types of projects j) Assist in the negotiations with the Developer and related parties regarding the Development Agreement and other related agreements k) Assist with the preparation of all necessary financing documents including official statements, associated legal documents and other disclosure documents I) Assist in credit and rating analyses,submissions and presentations,etc. m) Assist with bond pricing, including analyses and recommendations on terms and conditions of sale and rates relevant to current market conditions n) Assist in the preparation and distribution a notice of sale,accept and evaluate bids form the purchaser of the bonds if sold on a competitive basis. Monitor and evaluate the sale of the bonds by the underwriter if sold on a negotiated basis,as required o) Investment of bond proceeds and other funds, as requested, with compensation negotiated at the time of service p) Attend City Council meetings and staff meetings,as required by the City's Chief Financial Officer q) Other items agreed to between the City and TLHocking It is understood the TLHocking will not limit its assistance to the Services specifically enumerated above, but will extend any services as reasonably required to provide necessary review and analysis of financial proformas and documents leading to the successful implementation of the Project and financing plan, Section 2. Compensation. Compensation for the Services provided under this Agreement shall be based on the following schedule: a) Prior to July 1,2001: Hourly Financial Advisory Fees for Services provided to the City as follows: Hourly Advisory Fee Assigned Consultant $135.00 Firm Officer $75.00 Associate/Administrative Assistant b) After July 1,2001: A monthly retainer in the amount of $8,000. Such retainer to cover any and all work necessary to provide services described above. Included within this retainer will be a minimum of 100 hours per month of work directly related to the Project A monthly report of hours spent on the Project will be provided to the City. The monthly retainer will remain in effect until all of the city's financing requirements have been successfully completed or until such time as a mutually agreed to by both parties. Section 3. Expenses. The City will be responsible for reasonable out-of-pocket expenses incurred by TLHocking, including travel, communications, cost of financial analysis and reports prepared in fulfilling its duties outlined herein. ill-locking &T Associates a Mr.Ed Beasley Assistant City Manager City of Glendale July 1,2001 Page 3 If out-of-state travel were required,TLHocking would expect to be reimbursed for those expenses all of which would be pre-approved by the City. The City will be responsible for the payment of all customary and reasonable fees and expenses related to the issuance of securities commonly known as Costs of Issuance, including but not limited to: publication expenses, local legal counsel, bond counsel, ratings, credit enhancement, travel associated with securing any rating or credit enhancement, printing of bonds, printing and distribution of required disclosure documents, trustee fees, paying agent fees, CUSIP registration, and the like. In the event a financing does not occur,the City may be responsible for paying a portion or all of the aforementioned expenses. Section 4.Designated Representative. For the purpose of this Agreement,TLHocking has assigned Tom Hocking, President, to serve as the lead consultant. TLHocking will make available to the City all other personnel and resources as required to satisfactorily complete the Scope of Services described herein. Changes in key personnel cannot be made without prior written approval of the City. Such change in key personnel without the City's approval may be cause to cancel this Agreement. Section 5. Term of Agreement. The term of this Agreement shall begin on the date of execution set forth above and shall expire .-. . •••• - _._.__ :: . ..S Mr.Ed Beasley Assistant City Manager City of Glendale July 1,2001 Page 4 City of Glendale 5850 West Glendale Avenue Glendale,Arizona Attention: Art Lynch Chief Financial Officer Or to TLHocking at TLHocking&Associates LLC P.O.Box 10097 Phoenix,Arizona 85064-0097 Attention: Thomas L.Hocking President Section 11.Controlling Law. This Agreement will be governed by the laws of the State of Arizona. IN WITNESS THEREOF,the parties have executed this Agreement on the date first above written. By the signature of its representative below, each party affirms that is has taken aft necessary action to authorize said representative to execute this Agreement. Approved As To Form City of Glendale :/i zo By. /// �- By: C/I �i.sida/ Its: City Attorney Its: TLHocki iates LLC By: ?pea,i r: Its: President t, TLLlockinq &T Associates «c