Resolution No. 84881
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 8488
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
STANDARD CAPITAL GROUP, INC. REGARDING THE MALBURG
GENERATING STATION PROJECT AND THE INDUSTRIAL BASE
FINANCING PROJECT
WHEREAS, the City of Vernon ("City") is constructing a 134
MW Combined Cycle Power Plant, the Malburg Generating Station (the
"Malburg Project"), for the purpose of installing additional
generating capacity that will yield an efficient, cost-effective, and
reliable source of electric generation to the City's inhabitants; and
WHEREAS, on July 16, 2003, the City Council of the City of
Vernon adopted Resolution No. 8252 with the intention of expediting the
purchase of supplies and services for the Malburg Project; and
WHEREAS, the City has determined that it needs the services
of a financial advisor to render certain structuring, underwriting,
financial advisory consulting and investment banking services for the
Malburg Project and the Industrial Base Financing Project; and
WHEREAS, on July 13, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
July 8, 2004, that an agreement with Standard Capital Group, Inc. be
approved and executed; and
WHEREAS, the City Council, of the City of Vernon -has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Standard Capital Group, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8488, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, August 4,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with Standard Capital Group, Inc., in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Administrator to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4:The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
Standard Capital Group, Inc.
Attn. Kevin G. Boylan
11111 Santa Monica Blvd., Ste. 1400
Los Angeles, CA 90025
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 4th day of August, 2004.
1ATTEST:
IBRUCE V. MALKENHORST, City Clerk
- 2
—(LEONIS C . MALB RG, Ma r
EXHIBIT
0
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. " ,ARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
Chief Executive Officer of
Light & Power
FAX: (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
August 4, 2004
Standard Capital Group, Inc.
11111 Santa Monica Blvd., Suite 1400
Los Angeles, CA 90025
Attention: Kevin G. Boylan
Re: Consulting Services for Vernon
Dear Mr. Boylan:
ERIC T. FRESCH
City Attorney
FAX: (323) 826-1439
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
LEWIS J. POZZEBON
Director of Environmental Health
FAX: (323) 588-4320
This letter ("Agreement') will outline the terms and conditions on which the City of
Vernon (" City') will engage Standard Capital Group, Inc. (" StanCap') to, by itself or through
its Designated Assignees, perform the Consulting Services outlined below. This Agreement has
been approved by all appropriate municipal action and approval and, when signed by StanCap,
constitutes a binding agreement and obligation of the City and StanCap.
1. Overall Purpose. The City desires to accomplish the following goals:
(a) To assist the City's Light & Power Department through refinancings (if
permissible), developing municipal financing strategies, restructuring, credit support, or
other similar financial arrangements designed to expand power production capability
(through expansion, capital improvements, etc.), lower power production costs, reduce
utility expenses, reduce debt service, or otherwise.
(b) Restructure current collateral credit support, if permissible, under the
existing utility bond financing to free up current cash collateral that will be used with
other funds to fulfill the City's funding commitment in Section 6 below for the
acquisition of properties within the City.
05-163457.4 a -Standard Capital FINAL.doc
(c) To acquire and/or dispose of developed and undeveloped land within the
City's existing limits (approximately five square miles) and jurisdiction for development
and/or ownership by the City.
(d) To participate, by itself or through others, in the development of
undeveloped property and redevelopment of developed property that may be owned or
acquired by the City within City limits.
The City desires to engage StanCap to arrange, implement, and manage a program for the City in
developing financing, acquisition, and development strategies to accomplish these goals
including developing partnership capital relationships, property repositioning, and property
management systems. To perform those services, StanCap may, upon the prior consent of the
City's authorized representative, engage one or more individuals or organizations that StanCap
believes can provide financing, acquisition, and/or development expertise. If designated by
StanCap and approved m writing by the City, the individual or organization so engaged by
StanCap will become a "Designated Assignee" of StanCap.
2. Authority. StanCap and its Designated Assignees (who, along with StanCap, are
called, collectively, the "Consulting Partners") are authorized by the City, under the direction
of the City's authorized representative, to: (i) develop and solicit proposals to accomplish the
City's goals, including the negotiation of letters of intent, commitment letters, letters of interest,
agreements to form, sale contracts, sale/lease back proposals, and the like; and (ii) disclose
(where necessary or desirable) the authority of StanCap and/or the Designated Assignee to act on
behalf of the City in this respect. Neither StanCap nor a Designated Assignee can bind the City
to any contract, however, and both StanCap and its Designated Assignees must condition all
proposals on final City approval. By no later than 180 days from the date of this letter, the
Consulting Partners will prepare for the City's review and approval a general business plan
and/or model (including a narrative and financial modeling) for the proposed actions of the
Consulting Partners over at least a 12 to 18 month time period (and possibly greater).
Notwithstanding any time periods covered in this initial plan/model, the City and the Consulting
Partners understand that, due to the potential size and scope of the overall assignment, the
achievement of the City's goals will take longer than 18 months, and the intent of the City and
the Consulting Partners is to further expand and update the plan/model to accomplish the City's
goals. This plan will establish general parameters for Consulting Partners' performance of the
Consulting Services and the methods and strategies that will be utilized by the Consulting
Partners to accomplish the City's goals and may include a preliminary concept plan for
development, a preliminary schedule for development and/or acquisition, and marketing plan.
Once approved, the plan will constitute a "Business Plan" under this Agreement that will be
revised from time to time (but no less frequently than annually) to act as the specific direction
and authorization of the Consulting Partners to engage in those activities described in the
Business Plan. For clarification, during this initial 180-day time period, the Consulting Partners
will work immediately to restructure the cash credit support component of the City's existing
Light & Power Department revenue bond financing and will begin formulating a plan to acquire
or contract to acquire any and all available undeveloped land within the City.
05-163457A / a -Standard Capital FINAL.doc 2
3. Consulting Services. The services to be provided by the Consulting Partners will
include, but not be limited to, those services reasonably necessary to achieve the City's goals
including any of the following (collectively, the "Consulting Services'):
(a) Identify developed or undeveloped land within City limits for acquisition
and/or development and/or redevelopment by a. Fund (as described below), with these
being called each a "Target Parcel", and to proceed diligently and in good faith to
perform due diligence activities and to determine feasibility and consistency with the
City's goals.
(b) Negotiate purchase contracts, options, sale leaseback arrangements,
financing, and the like for any Target Parcel, subject to appraisal by City as to final terns
and conditions, with all property now or in the future owned by the City, exclusive of the
power plants, being referred to as "City Facilities".
(c) Identify proposed sources of financing methods available to the City to
accomplish the City's goals and within parameters established by the City as part of the
Business Plan or otherwise. Negotiate the tenns and conditions of the financings.
(d) Identify potential new tenants for any City Facilities.
(e) Identify potential developers for any City Facilities including developers
experienced in master plan industrial and/or commercial development ("Potential
Developers"), whether on a fee or ownership basis or a combination.
(f) Negotiate appropriate private development agreements with the Potential
Developers within the parameters of the Business Plan or as otherwise established by the
City, upon the advice and counsel of the Consulting Partners, that will result in
(whenever possible) City control over the completed new developments (referred to as
the "New Developments") after payment to the Fund participants of a preferred return on
their invested capital and a return of their invested capital.
(g) Review existing utility and infrastructure . systems (and related
environmental studies) and advise on expanding production capabilities and demand
within and outside of the City.
(h) Prepare a proposed master plan and assist the City in their preparation,
review, and approval of the proposed master plan for development.
(i) Advise the City on a regular basis of the status of all progress on the
achievement of the City's goals and all ongoing negotiations.
The City and StanCap agree that the magnitude of the tasks are such that it is impossible
to initially identify all of the ways that the Consulting Partners' services may be utilized to
achieve the City's goals. As a result, the Business Plan may be used to expand and further
identify the scope of the Consulting Services, but the scope of authority to the Consulting
Partners should be broadly interpreted to enable the Consulting Partners to assist the City in
achieving its goals. For example, the inclusion of certain properties (especially City Facilities
05-163457A / a -Standard Capital FINAL.doc 3
presently owned by the City) within a master plan area may require rehabilitation and/or
demolition of existing structures, reorganization of on -site parking and/or traffic circulation, and
installation of new public improvements. The Consulting Services provided by the Consulting
Partners will include advice on these matters (even though not specifically spelled out above).
4. City Cooperation. StanCap has advised the City that the City's reasonable and
prompt cooperation will be needed to attract valued development .and, as a result, the- City is.
prepared to and agrees to: (i) "fast track" all development, rezoning, master plan, and other
municipal approvals (including advising on and assisting with all intergovernmental relationships
and approvals, such as, for example, environmental approvals); (ii) approve usage changes in
City Facilities designed to promote the City's goals; (iii) contribute roads, open space, and
similar dedications for the New Developments; (iv) sponsor, participate in, issue, or provide
credit support for any municipal bond financings; (v) support and provide cooperation in the
formation of any subsidiary financing vehicle deemed necessary or desirable by the Consulting
Partners; and (vi) provide municipal fee credits or waivers for the New Developments which
may include governmental sale and lease back arrangements.
StanCap, will be, at all times under this agreement, under the direction of the City's
authorized representative, as tb all matters, including work scope and the implementation of the
consulting services to be provided by StanCap hereunder.
5. Compensation. As consideration for its services and except as provided below
with respect to refinancing of the City power plant, StanCap will receive, for itself and its
Designated Assignees, various percentage fees at market rates (generally referred to as
"Percentage Fees") depending on the scope and size (dollar amount) of the acquisition,
disposition, debt placement, financing, equity placement, leasing, or other transaction, as either
identified in the Business Plan or in any proposal submitted to the City. The fee, however, for
any refinancing of the City power plant will be at a percentage fee equal to .5% of the total bond
and/or loan financing. Except as established below, no compensation will be paid to StanCap
unless a transaction of the type contemplated under this Agreement is completed, and StanCap
will be solely responsible to any amounts paid to the Designated Assignees.
StanCap and the City shall develop, along with the Business Plan, an asset management
agreement that provides for appropriate compensation to StanCap.
6. Funding. To fund the accomplishment of the City's goals, the Consulting
Partners may recommend the establishment of one or more acquisition and/or development funds
(each a "Fund') with City contributions and/or private institutional debtor equity sources. Each
Fund will upon prior City approval, direct, control, and manage all acquisition, development, and
related activities for which the Fund was created, and each Fund will be structured where
possible to result in the transfer of full control of all properties acquired by the Fund to the City
after payment to the Fund participants of a preferred return on their invested capital and a. return
of their invested capital (as described in Section 3(f) above).
05-163457.4 / a-StmdaM Capiva FINAL.doc 4
7. Confidential and Exclusive Relationship.
(a) The City and StanCap recognize that the- California Government Code
provides for the public access to certain governmental records. In recognition of this
provision of the law, the City and StanCap understand that the relationship established
under this Agreement is one where confidential, proprietary, or protected business:
arrangements, financing techniques, and other information (referred to, collectively, as
the "Protected Information') will be revealed by the Consulting Partners, to the City and
vice versa. All Protected Information will be kept confidential, to the extent permitted by
law, except where necessary to negotiate with buyers, sellers, partners, equity sources,
and the like (e.g., Potential Developers). Without limitation of the foregoing, the.
Consulting Partners have agreed to reveal its Protected Information to the City on the
express condition that the City not take the information and utilize it to achieve, the City's
goals without the consent and inclusion of the Consulting Partners. The City further
acknowledges that, although some of the Protected Information provided by the
Consulting Partners may be readily available outside of the relationship established in
this Agreement, this information is or will be more valuable to the City because of its
specific use and application by the Consulting Partners to achieve the City's ' goals and
because of the relationship between the Consulting Partners and any Potential Developer.
The Consulting Partners'and the City will be entitled to prohibit the use and disclosure of
their Protected Information by all methods available at law or equity, including injunctive
relief or damages.
(b) StanCap and, in turn, its Designated Assignees have been engaged_ to
perform the Consulting Services because of the experience and resources' of the
Consulting Partners and because of the need to establish a coordinated effort to achieve
the City's goals. As a result, the City will use its best efforts to keep StanCap advised on
a timely basis of actions taken by the City in relation to the City's goals and to coordinate
the participation of the Consulting Partners in substantive discussions with third parties.
8.. Expense Reimbursement. In addition to prepayment of the compensation and
fees established in Section 5 above, the City will reimburse the Consulting Partners for monthly
expenses reasonably incurred in furtherance of the Agreement. Additional reimbursements may
be agreed to by the City as part of the Business Plan or asset management agreement or
otherwise (in writing). These reimbursable expenses include (but are -not limited to) travel
expenses, attorney fees, accountant fees, feasibility studies, and other third party costs.
9. Termination. This Agreement may be terminated by the City or StanCap at any
time with or without cause, in which case StanCap will continue to be entitled to receive earned
but unpaid compensation for previous or existing transactions.
05-163457A / a_Standa d Capital FINAL.doc 5
w
10. General Provisions. This Agreement will be governed by and construed in
accordance with the laws of the State of California. This Agreement may be supplemented from
time to time but only by the Business Plan or other mutually agreeable writing. This Agreement
supersedes all previous discussions, understandings, and agreements to date. This Agreement is
enforceable by all rights and remedies available at law or in equity (including the right to
quantum meruit).
Very truly yours,
City of Vernon
Bruce V. Malkenhorst
City Administrator
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
APPROVED AND ACCEPTED:
Standard Capital Group, Inc.
By:
Name:
Title:
Acceptance Date: 2004
05-163457.4 / a -Standard Capital FINAL.doc
Snm� �`c�G