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Home My WebLink AboutDevelopment Commission Resolution 2016-04 RESOLUTION NO.2016-04 A RESOLUTION OF THE CENTRAL POINT DEVELOPMENT COMMISSION AUTHORIZING APPROVAL OF A LETTER OF ENGAGEMENT WITH WESTERN FINANCIAL GROUP (File No: 2016-0004) WHEREAS,The Central Point Development Commission has reached a time in the administration of the Downtown&East Pine Street Corridor Revitalization Plan(the Plan)where the Commission is in need of professional financial services to effectively administer the Plan; and WHEREAS, The City of Central Point currently contracts with Western Financial Group for financial services;and WHEREAS, For purposes of maintaining financial continuity between the City and the Central Point Development Commission (CPDC) it is deemed appropriate to retain Western Financial Group as CPDC's financial advisor. NOW,THEREFORE,BE IT RESOLVED that the City of Central Point Development Commission by Resolution No. 2016-04 hereby authorizes the Urban Renewal Director to sign the Letter of Engagement (Exhibit"A")between the Central Point Development Commission and Western Financial Group. PASSED by the Development Commission and signed by me in authentication of its passage this 9th day of June 2016. / Hank Williams,Chair ATT City Representative / Development Commission Resolution No. EXHIBIT "A" WESTERN Ni)41 FINANCIAL GROUP April 6,2016 Don Burt,Planning Manager Central Point Development Commission City of Central Point 140 South 3rd Street Central Point,OR 97502 Via Email RE: WFG Engagement Letter Dear Don: This letter specifies the terms of the engagement between Western Financial Group(WFG)located in Portland,Oregon and Central Point Development Commission(CPDC). Scope of Municipal Advisory Activities to be Performed • Assist CPDC with development of financing plans • Provide professional advice on structuring,pricing,and execution of CPDCs financings • Coordinate and carry out financings,including review of financing documents,coordination of the financing team,draft RFPs,solicit bids,negotiate with banks,assist with closings • Attend CPDC meetings,as requested, held to discuss or explain financing plans,debt management and debt issues • Provide professional advice on a specific project basis,and general consultation on public finance matters,as needed • Provide additional services as requested by CPDC Term of Engagement Agreement The commencement date of the agreement is the date of execution of this agreement and the termination date of this agreement is June 30,2018 or earlier,at the option of either party. Any extensions must be mutually agreed upon by all parties in writing. EXHIBIT "A" Independent Registered Municipal Advisor("IRMA") If acting in the capacity of an Independent Registered Municipal Advisor("IRMA")with regard to the IRMA exemption of the SEC Rule,WFG will review all third party recommendations submitted to WFG in writing by CPDC. Compensation and Out-of-Pocket Expenses Compensation for the municipal advisory activities to be performed for this engagement is hourly at a rate of$235 per hour. When a financing is required,WFG may propose fixed-fee arrangement at that time. Our hourly rate will be adjusted annually based on the CPI of the Portland area,beginning on July 1,2017. Out-of-pocket expenses(such as travel,printing,etc)will be billed at cost,without mark up. Fiduciary Duty WFG is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking Board (MSRB). As such,WFG has a fiduciary duty to CPDC and hereby agrees to comply with both the Duty of Care and Loyalty that entails the following: Duty of Care: a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide CPDC with informed advice; c) make a reasonable inquiry as to the facts that are relevant to CPDC's determination as to whether to proceed with a course of action or that form the basis for any advice provided to CPDC;and d) undertake a reasonable investigation to determine that we are not forming any recommendation on materially inaccurate or Incomplete information;WFG must have a reasonable basis for: i. any advice provided to or on behalf of CPDC, ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by CPDC any other party involved in the municipal securities transaction or municipal financial product,or investors in CPDC securities;and iii. any information provided to CPDC or other parties involved in the municipal securities transaction in connection with the preparation of an official statement. Duty of Loyalty: WFG must deal honestly and with the utmost good faith with CPDC and act in CPDC's best interests without regard to the financial or other interests of WFG. WFG will eliminate or provide full and fair disclosure(included herein)to CPDC about each material conflict of interest(as applicable). WFG will not engage in municipal advisory activities with CPDC as a municipal entity if it cannot manage or mitigate its conflicts in a manner that will permit it to act in CPDC's best interests. • EXHIBIT "A" Conflicts of Interest and Other Matters Requiring Disclosures • As of the date of the Agreement,there are no actual or potential conflicts of interest that WFG is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If WFG becomes aware of any potential conflict of interest that arise after this disclosure,WFG will disclose the detailed information in writing to CPDC in a timely manner. • The fee paid to WFG increases cost to CPDC. The increased cost occurs from compensating WFG for municipal advisory services provided. • During the term of the municipal advisory relationship,this agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this agreement and the revised writing will be promptly delivered to CPDC. • If during the term of this Agreement,WFG is paid a fee that is contingent on the size or closing of a transaction,WFG hereby notifies CPDC that a potential conflict of interest will exist for recommending the transaction.This disclosure of a potential conflict of interest will not impair WFG's ability to render unbiased and competent advice or to fulfill its fiduciary duty. Legal Events and Disciplinary History WFG does not have any legal events and disciplinary history on Its Form MA and Form MA-I,which includes information about any criminal actions,regulatory actions,investigations,terminations, judgments,liens,civil judicial actions,customer complaints,arbitrations and civil litigation. CPDC may electronically access WFG's most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:www.sec.gov/edgar/searchedaar/comoanvsearch.html. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. Recommendations If WFG makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by CPDC and is within the scope of the engagement,WFG will determine,based on the information obtained through reasonable diligence of WFG whether a municipal securities transaction or municipal financial product is suitable for CPDC. In addition,WFG will inform CPDC of: • the evaluation of the material risks,potential benefits,structure,and other characteristics of the recommendation; • the basis upon which WFG reasonably believes that the recommended municipal securities transaction or municipal financial product is,or is not,suitable for CPDC;and • whether WFG has investigated or considered other reasonably feasible altematives to the recommendation that might also or alternatively serve CPDCs objectives. If CPDC elects a course of action that is independent of or contrary to the advice provided by WFG, WFG is not required on that basis to disengage from CPDC. EXHIBIT "A" Record Retention Effective July 1,2014,pursuant to the Securities and Exchange Commission(SEC)record retention regulations,WFG is required to maintain in writing,all communication and created documents between WFG and CPDC for 5 years. If there are any questions regarding the above,please do not hesitate to contact WFG. If the foregoing terms meet with your approval,please indicate your acceptance by executing both copies of this letter and returning one copy. Sincerely, For Western Financial Group 16044,- i 1112 By: Kieu-Oanh Nguyen,Partner Agreed to and Accepted as of ,2016: Central Point Development Commission By: [signature] [Individual Name,Title]