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HomeMy WebLinkAboutCC RESO 15,682RESOLUTION NO. 15682 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH JONES HALL HILL & WHITE FOR BOND COUNSEL SERVICES IN CONNECTION WITH CER'1'JW1CATES OF PARTICIPATION PROCEEDINGS TO FINANCE THE DEVELOPMENT OF CIVIC CENTER FACILITIES BY THE CITY BE IT RESOLVED by the City Council of the City of National City that the City Manager is hereby authorized to execute an agreement with Jones Hall Hill & White, a professional law corporation, to provide bond counsel services in connection with certificates of participation proceedings to finance the development of Civic Center facilities by the City. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein by reference. PASSED and ADOPTED this 12th day of July, 1988. ATTEST: APPROVED AS TO FORM: George H. Ficar, III City Attorney d'eci:!::11V Waters, Mayor JONE S HALL HILL & WHITE , A PROFESSIONAL LAW CORPORATION AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH CERTIFICATES OF PARTICIPATION PROCEEDINGS THIS AGREEMENT is entered into this // ` day of ' , 1988, by and between the CITY OF NATIONAL CITY (the "City") and JONES AL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESSETH: WHEREAS, the City proposes to finance the acquisition and construction of certain capital improvements for a civic center by entering into such agreements as may be necessary and to authorize the execution, delivery and sale of certificates of participation (the "Certificates") in payments to be made under such agreements; and WHEREAS, the City has determined that Attorneys are specially trained and experienced to provide services for the financing and the execution and delivery of the Certificates; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement for Legal Services; NOW, THEREFORE, IT IS HEREBY AGREED, as follows: 1. Duties of Attorneys. Attorneys shall provide legal services in connection with the authorization, issuance and consummation of the financing proceedings relating to the Certificates. Such services shall include the following: a. Confer and consult with the officers and administrative staff of the City as to matters relating to the financing proceedings; b. Attend all meetings of the City Council and any administrative meetings at which any financing proceedings relating to the Certificates are to be discussed, deemed necessary by Attorneys for the proper planning of the financing proceedings or when specifically requested to attend; c. Prepare any required lease agreements, trust agreements, assignment agreements, agency agreements, amendments to existing financing documents, indentures, ordinances and all resolutions, notices and legal documents necessary for the proper conduct of the financing proceedings relating to the Certificates; d. Review all financial documents for legal sufficiency; e. Review, without undertaking an independent investigation, any official statement or other disclosure document prepared in connection with the financing proceedings to assure correctness of disclosure relating to the legal documents; f. Prepare and provide a signature and no -litigation certificate, an arbitrage certificate and any and all other closing documents required to accompany delivery of the Certificates; g. Prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany delivery of the Certificates; h. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys that the interest due with respect to the Certificates is excludable from gross income for purposes of federal income taxation and that such interest is exempt from California personal income taxation; i. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys approving in all regards the legality of all proceedings relating to the Certificates; and j. Confer and consult with City officials and agents with regard to problems which may arise during the servicing and payment of principal and interest due with respect to the Certificates. 2. Compensation. For the services set forth under Section 1, Attorneys shall be paid the percentage compensation set forth below: a. One percent (1%) of the principal amount of the Certificates to a principal amount of $1,000,000 (with a minimum fee of $10,000 in the event of issuance of a principal amount of less than $1,000,000); plus b. One-half percent (1/2%) of the principal amount of the Certificates in excess of $1,000,000, but less than or equal to $5,000,000; plus c. One -quarter percent (1/4%) of the principal amount of the Certificates in excess of $5,000,000, but less than or equal to $10,000,000. In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf of the City, including delivery and messenger services, closing costs (including recordation, title search fees, duplication costs, transcript preparation costs (with professional bound transcripts to be obtained only at the express direction of the City)) and expenses for travel outside the State of California, if any, but specifically excluding travel expenses within the State of California. Payment of said fees and expenses shall be entirely contingent, shall be due and payable upon the delivery of the Certificates and shall be payable solely from the proceeds of the Certificates. 3. Exceptions. Any services rendered in any litigation involving the City or the financing proceedings relating to the Certificates are excepted from the services to be rendered for the above compensation. For such services which Attorneys are directed to render for and on behalf of the City, compensation shall be on the basis of reasonable fees to be agreed upon by the City and Attorneys. 4. Termination of Agreement. This Agreement for Legal Services shall be indefinite as to term but may be terminated at any time by the City, with or without cause, upon written notice to -2- Attorneys. In the event of such termination, all finished and unfinished documents shall, at the option of the City, become its property and shall be delivered to the City by Attorneys. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers thereunto duly authorized as of the day and year first above written. CITY OF NATIONAL CITY l Attest City Clerk M6992 B —3— S HALL HILL & WHITE, rofessional Law Corporation William H. Madison