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Resolution No. 92621 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. 9262 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND BOND LOGISTIX LLC FOR FINANCIAL ADVISORY SERVICES WHEREAS, the City needs the services of a financial advisory consulting firm to provide financial advisory, investment management and financial derivative and structured investment product services (the "Services") relating to the City's debt and capital financing plans and economic development activities; and WHEREAS, Bond Logistix LLC ("Logistix"), a wholly -owned subsidiary of Orrick, Herrington & Sutcliffe LLP, has been providing financial advisory services to the City since 2002; and WHEREAS, City staff have recommended that the City enter into a new Letter Agreement with Logistix that supersedes and replaces all prior agreements to provide the Services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL._QF THE 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 Letter Agreement with Logistix, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute said Letter Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby 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 authorized to SECTION 4: The City Council of the City of Vernon hereby authorizes the Acting City Administrator to use the services of Logistix, pursuant to said Letter Agreement, on behalf of the City of Vernon, for services relating to the Services and such projects, assignments and tasks that the Acting City Administrator deems appropriate. SECTION 5: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Letter Agreement to: Bond Logistix LLC Attn. A. Craig Underwood, President 777 S. Figueroa St., Suite 3200 Los Angeles, CA 90017 SECTION 6: The Acting 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 5th day of March, 2007. A TEST: NUELA GIRON, 4cting City Clerk HILARIO GONML S, Mayor Pro-Tem - 2 - 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, Acting City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 9262, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Monday, March 5, 2007, 8 and thereafter was duly signed by the Mayor Pro-Tem of the City of 9 Vernon. 10 11 UELA GIR , thcting City Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 - EXHIBIT BOND LOG ISTIXLLC INSIGHT. INNOVATION. INTEGRATION. February 28, 2007 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 Phone 213 612 2200 Fax 213 612 2499 www.bondlogistix.com Eric Fresch City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Re: City of Vernon Financial Advisory. Investment Mana-zement and Financial Derivative Services Dear Mr. Fresch: This letter (the "Agreement') will confirm the engagement by the City of Vernon (the "City") of Bond Logistix LLC CBLX) to provide financial advisory, investment management and financial derivative and structured investment product services (the "Services'7. Effective as of the Effective Date, the Agreement shall supersede and replace all the Prior Agreements in their entirety, and all of the Prior Agreements shall be null and void and of no further force and effect. The Services will generally relate to the City's debt and capital financing plans and economic development activities. Specific projects, assignments, and tasks requested of BLX by the City will be at the City's discretion. Prior to taking action on each such request, BLX will provide a written description to the City of the scope and limitations of its assignment. BLX reserves the right to decline any such request. Although BLX is a wholly -owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick' ), a law firm, BLX's services will not include the delivery of legal services, legal advice or legal opinions of any kind. Compensation For financial advisor services to be provided under the Agreement, BLX will charge the hourly rates as shown on Exhibit A, plus reasonable expenses. In addition, in connection with the closing of any transactions for which BLX has provided financial advisory services, BLX will charge fees on a per transaction basis as follows: fifty basis points (.50%) applied to the first $30 million of notional amount of each transaction; thirty basis points (301/o) applied to the notional amount of each transaction between $30 million and $100 million; and twenty five basis points (.25%) applied to the notional amount of each transaction amount greater than $100 million. For investment management services, BLX will charge fees equal to 0.125% of the funds under management. The scope of BI X's services under the terms of this agreement shall include, but not be limited to, the following, as designated by the City Administrator: (i) Advising on potential investments for the City's Portfolio; (ii) Reviewing asset allocation, and recommending. changes based on market analysis, credit review and duration considerations. (iii) Recommending security swaps when appropriate and beneficial; and The City will notify BLX of any changes in the City's Investment Policy and provide a copy of those changes to permit BLX, as requested by the City, to monitor and recommend investments that comply with the guidelines of the City's Investment Policy. DALLAS LOS ANGELES NEW YORK PORTLAND SAN FRANCISCO TAMPA BOND LOGISTIX,u IN516 NT. INNOVATION. IN T{ G�Ai 1 ON. City of Vernon February 28, 2007 Page 2 For financial derivative and structured investment product services to be provided under the Agreement, BLX will charge fees equal to the present value of five (5) basis points multiplied by the notional amount of each derivative transaction. Payment BLX's fees for its hourly charges, expenses and investment management services will be invoiced to the City on a quarterly basis. BLX's fees due in connection with the closing of any transactions for which BLX provides financial advisory, structured investment product services or financial derivative services will be invoiced upon the execution of such transactions. All amounts invoiced to the City shall be due within 25 days. Termination of Agm ment This Agreement may be terminated at any time by written notice from the City or BLX, with or without cause. In that event, all finished and unfinished documents prepared for adoption or execution by the City shall, at the option of the City, become its property and shall be delivered to it or to any party it may designate; provided that BLX shall have no liability whatsoever for any subsequent use of such documents. In the event of termination by the City, BLX shall be paid for all satisfactory work performed herein, unless the termination is made for cause, in which event compensation, if any shall be adjusted in the light of the particular facts and circumstances involved in the termination. If the foregoing is acceptable to the City, please so indicate by returning the enclosed copy of this letter, signed by an authorized officer, and retain the original for your files. Thank you again for this opportunity to work with the City on these matters. We look forward to working with you. ACCEPTED AND AGREED: CITY OF VERNON By: Very truly yours, BOND LOGISTIX LLC By - A. Craig Underwood, President XXX)=XXXWff-T& HILARIO GONZALES, Mayor Pro—Tem ATTEST: MANUELA GIRON,Acting City Clerk APPROVED AS TO FORM: JEFF HARRISON, City Attorney BONDLDGISTIX,Rc INEI6NT. INNOVATION. INTEGRATION. Exhibit A Professional Desi-anation Rate Consultant. $ 320.00 Sr. Consultant: $ 370.00 Managing Consultant: $ 425.00 Associate Director: $ 475.00 Managing Director: $ 530.00 President: $ 585.00 City of Vernon February 28, 2007 Page 3 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 8, 2007 Mr. A. Craig Underwood, President Bond Logistix LLC 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 Re: Financial Advisory Services Letter Agreement Dear Mr. Underwood: Transmitted herewith is a fully executed copy of the above -referenced letter agreement, approved by City Council on March 5, 2007, through Resolution No. 9262. If you have any questions regarding this matter, please call Mr. Eric Fresch at (323) 583-8811 ext. 225. Very truly yours, Nelly GVroh Acting City Clerk NG:dr c: Sharon Duckworth Resolution No. 9262 Agreement File No. 07-023 777 South Figueroa Street, Suite 3200 T B 0 N D L 0 G 1 S 1 I A LLC Los Angeles, CA 90017 Phone 213 612 2200 Fax 213 612 2499 INSIGHT. INNOVATION. INTEGRATION-. - www.bondlogistix.com - February 28, 2007 Eric Fresch City Administrator City of Vernon 4305 Santa Fe Avenue Vernon; California 90058 Re: City of Vernon Financial Advisory, Investment Management and Financial Derivative Services Dear Mr. Fresch: This letter (the "Agreement") will confirm the engagement by the City of Vernon (the "City") of Bond Logistix LLC (`BLX") to provide financial advisory, investment management and financial derivative and structured investment product services (the "Services") Effective as of the Effective Date, the Agreement shall supersede and replace all the Prior Agreements in their entirety, and all of the Prior Agreements shall be null and void and of no further force and effect. The Services will generally relate to the City's debt and capital financing plans and economic development activities. Specific projects, assignments, and tasks requested of BLX by the City will be at the City's discretion. Prior to taking action on each such request, BLX will provide a written description to the City of the scope and limitations of its assignment. BLX reserves the right to decline any such request. Although BLX is a wholly owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick"), a law firm, BLX's services will not include the delivery of legal services, legal advice or legal opinions of any kind. Compensation For financial advisor services to be provided under the Agreement, BLX will charge the hourly rates as shown on Exhibit A, plus reasonable expenses. In addition, in connection with the closing of any transactions for which BLX has provided financial advisory services, BLX will charge fees on a per transaction basis as follows: fifty basis points (.50%) applied to the first $30 million of notional amount of each transaction; thirty basis points (.30%) applied to the notional amount of each transaction between $30 million and $100 million; and twenty five basis points (.25% o) applied to the notional amount of each transaction amount greater than $100 million. For investment management services, BLX will charge fees equal to 0.125% of the funds under management. The scope of BLX's services under the terms of this agreement shall include, but not be limited to, the following, as designated by the City Administrator: (i) Advising on potential investments for the City's Portfolio; (ii) Reviewing asset allocation, and recommending. changes based on market analysis, credit review and duration considerations. (iii) Recommending security swaps when appropriate and beneficial; and The City will notify BLX of any changes in the City's Investment Policy and provide a copy of those changes to permit BLX, as requested by the City, to monitor and recommend investments that comply with the guidelines of the City's Investment Policy. DALLAS LOS ANGELES NEW YORK PORTLAND SAN FRANCISCO TAM PA City of Vernon B 0 N D L 0 G 1 S T I X uc February 28, 2007 INSIGHT INNOVATION. INTEGRATION. Page 2 For financial derivative and structured investment product services to be provided under the Agreement; BLX will charge fees equal to the present value of five (5) basis points multiplied by the ,notional amount of each derivative transaction: Payment BLX's fees for its hourly charges, expenses and investment management services will be invoiced to the City on a quarterly basis. BLX's fees due in connection with the closing of any transactions for which BLX provides financial advisory, structured investment product services or financial derivative services will be invoiced upon the execution of such transactions. All amounts invoiced to the City shall be due within 25 days. Termination of Agreement This Agreement may be terminated at any time by written notice from the City or BLX, with or without cause. In that event, all finished and unfinished documents prepared for adoption or execution by the City shall, at the option of the City, become its property and shall be delivered to it or any party it may designate; provided that BLX shall have no liability whatsoever for any subsequent use of such documents. In the event of termination by the City, BLX shall be paid for all satisfactory work performed herein, unless the termination is made for cause, in which event compensation; if any shall be adjusted in the light of the particular facts and circumstances involved in the termination: If the foregoing is acceptable to the City, please so indicate by returning the enclosed copy of this letter, signed by an authorized officer, and retain the original for your files. Thank you again for this opportunity to work with the City on these matters. We look forward to working with you. Very truly yours, BOND LOGISTIX LLC By A. Craig Underwood, President ACCEPTED AND AGREED: CITY OF VERNON By: 9 � XXXX=XXM&MV==" HILARIO GONZALES, Mayor Pro-Tem ATTEST: 01ANUELAG11CONt XXNKActing City Clerk Al?PRq, AS TO FORM: J SON; City Attorney EXHIBIT A City of Vernon B 0 N 0 L 0 G 1 S T I X u.c February 28, 2007 INSIGHT. INNOVATION INTEGRATION. _ _ _ _ Page3 Exhibit A Professional Designation Rate Consultant: $ 320.00 St. Consultant: $ 370.00 Managing Consultant: $ 425.00 Associate Director: $ 475.00 Managing Director: $ 530.00 President: $ 585.00 Page 1 of 1 Juarez, Debbie From: Tolmasoff, Robin Sent: Thursday, May 13, 2010 11:20 AM To: [wiener@rwglaw.com; Muro, Evangelina; Juarez, Debbie Subject: FW: Resolution No. 8601 (Exhibit D) Importance: High Attachments Vernon_ FADerivative Services Nov 2004.pdf; Vernon_City of eng-new fees 41987- 3332007,_ _pdf — Larry / Ladies Attached is the signed agreement for Resolution No. 8601. Larry this copy belongs in the red binder that I gave you yesterday, From: Underwood, Craig [mailto:cunderwood@blxgroup.com] Sent: Thursday, May 13, 2010 10:04 AM To: Tolmasoff, Robin Subject: RE: Resolution No. 8601 (Exhibit D) Robin: attached are our contract approved in 2004 and a revised contract approved in 2007. Let me know if you need anything further. From: Tolmasoff, Robin [mailto:RTolmasoff@ci.vernon.ca.us] Sent: Thursday, May 13, 2010 8:32 AM To: Underwood, Craig; Higgins, Jeffrey Subject: Resolution No. 8601 (Exhibit D) Importance: High Craig / Jeff Hello. I am looking for a copy of the Bond Logistix agreement which would be the City's Resolution No. 8601 (fourth agreement with Bond Logistix — approved in 2004. For some reason our Clerk's office does not have a copy in their file. Can either of you send me a copy? Thank you. Robin M. Tolmasoff Executive Secretary to the City Administrator City of Vernon (323) 583-8811, Ext. 561 5/17/2010 tit 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 8, 2007 Mr. A_ Craig Underwood, President Bond Logistix LLC 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 Re: Financial Advisory Services Letter Agreement Dear Mr. Underwood: Transmitted herewith is a fully executed copy of the above -referenced letter agreement, approved by City Council on March 5, 2007, through Resolution No. 9262. If you have any questions regarding this matter, please call Mr. Eric { Fresch at (323) 583-8811 ext. 225. 1�Very truly yours, L'1/ kYG' o Acting City Clerk NG:dr c: Sharon Duckworth Resolution No. 9262 Agreement File No. 07-023 777South Figueroa Street, Suite 3200 n Los Angeles, CA 90017 BOND LOG I S I X LLC Phone 213 612 2200 Fax 213 612 2499 INSIGHT. INNNOVATION. INTEGRATION. ATION. www.bondlogistix.com February 28, 2007 Eric Fresch City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Re: City of Vernon Financial Advisor;. Investment Management and Financial Derivative Services Dear Mr. Fresch: This letter (the "Agreement") will confirm the engagement by the City of Vernon (the "City") of Bond Logistix LLC OBI.X') to provide financial advisory, investment management and financial derivative and structured investment product services (the "Services'). Effective as of the Effective Date, the Agreement shall supersede and replace all the Prior Agreements in their entirety, and all of the Prior Agreements shall be null and void and of no further force and effect. The Services will generally relate to the City's debt and capital financing plans and economic development activities. Specific projects, assignments, and tasks requested of BLX by the City will be at the City's discretion. Prior to taking action on each such request, BLX will provide a written description to the City of the scope and limitations of its assignment. BLX reserves the right to decline any such request. Although BLX is a wholly -owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick'), a law firm, BLX's services will not include the delivery of legal services, legal advice or legal opinions of any kind. Compensation For financial advisor services to be provided under the Agreement, BLX will charge the hourly rates as shown on Exhibit A, plus reasonable expenses. In addition, in connection with the closing of any transactions for which BLX has provided financial advisory services, BLX will charge fees on a per transaction basis as follows: fifty basis points (.501/6) applied to the first $30 million of notional amount of each transaction; thirty basis points (30%) applied to the notional amount of each transaction between $30 million and $100 million; and twenty five basis points (.25%) applied to the notional amount of each transaction amount greater than $100 million. For investment management services, BLX will charge fees equal to 0.125% of the funds under management. The scope of BLX's services under the terms of this agreement shall include, but not be limited to, the following, as designated by the City Administrator: (i) Advising on potential investments for the City's Portfolio; (ii) Reviewing asset allocation, and recommending changes based on market analysis, credit review and duration considerations. (iii) Recommending security swaps when appropriate and beneficial; and The City will notify BLX of any changes in the City's Investment Policy and provide a copy of those changes to permit BLX, as requested by the City, to monitor and recommend investments that comply with the guidelines of the City's Investment Policy. DALLAS LOS ANGELES NEW YORK PORTLAND SAN FRANCISCO TAMPA Cc7y of Verna- / ® a ® u tt H if fl t Febmag 28, 2007 «. Page 2 For financW dcriwafwe and structured inwesbumt produa serwices to be provided under the Agreemenni� BLX vA dmW fims ogu2d to the preset valae of Ewe M bmis points nudtiplied by the notional amount of each derivative hansacom P- BLWs fees For as houdy cha%cs, expenses mid wrestmunn mamVement servwzs will be .invoiced to the City on 2 quartedy basir, )liI- s fees due in comecion wida the d6sing of my transactions for which BLX proviks fimancmd adwomy sftucumrcd investment pit services or fitnauc6 d derivative services will be invoked upon the exenawn of such Iratinsacnoans, All anDanaft iimmwoised to die City shall be due within 25 days g°eniiomm of t "This Agneement oo he temmin2tcd of and &w by wiiinteu nanice fi um the CAty or BLX, with or wide nt cerise. In that event, all fianahed and unfimsha dannnonis pmrpwrd for adnption or execution by the City shsld, at the option of the Cii% b=ommte its prqpcny anmd shaE be ddkwwd to it or to any party it may designate; provxW dut BLX shaid h we no ➢iab&ty whmsoever for any subsequent use of such documents. In the event of kmmination by dw l BLX shall be pmud for all safisfamxy wcak performed herein, unless the termination its made for cmwr, in which event anupeandon,if gamy shall be 24u d in the light of the particular fimAs MW cnri u mmstances iinntvohmd in the If dne forcgoiing is acceptable to the City; pkase so;"indmane by renuning the enclosed copy of this letter, signed by an zuvhoitired officer, and wui n dw adging fix your fides. Munk you again for this opportunity no work with dw City omm dw5c mmaurm We Imok fonvard to vo&mug with you. Very BOND LOCI LLC By� A. Caig UndmunodL President ACCEIFfED AND AGREED. CfTYOFVERNON By. / HILARIO GONZMZS, Mayor Pro--Tem AI IE'7L i6 AN UEUX G*DNlf I cti ng City Clerk APIPR® TO VPAIIISON, CkF A ey City of Veman 80if0L061STIX, February28,2007 INSIGHT. INNOVATION. INTEGaAFIQM, Page 3 Exhibit A Professional Designation Rate Consultant: $ 320.00 Sr. Consultant: $ 370.00 Managing Consultant: $ 425.00 Associate Director: $ 475.00 Managing Director: $ 530.00 President: $ 585.0U