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HomeMy WebLinkAbout2004 CON Jones Hall - Bond Counsel Public Safety InitiativeJONES HALL, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW AGREEMENT FOR BOND COUNSEL SERVICES (General Obligation Bonds) THIS AGREEMENT FOR BOND COUNSEL SERVICES is entered into this 15th day of June , 2004, by and between the CITY OF NATIONAL CITY (the "City") and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"); WITNESSETH: WHEREAS, the City Council has determined at this time to undertake proceedings for the submission to the voters of the City the proposition of whether general obligation bonds (the "Bonds") should be issued to finance a public safety project; and WHEREAS, in connection with such proceedings the City requires the advice and assistance of bond counsel, and Attorneys are willing to provide such services; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Bonds: (a) Consultation and cooperation with the City's financial advisor and other consultants, underwriters, staff and employees of the City, and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal Bond issuance, including consultation in the preparation of the proceedings for the issuance of the Bonds and the preparation of any such proceedings required to be adopted by the City Council of the City. (b) Preparation of all legal proceedings for the authorization, issuance and delivery of Bonds by the City; including preparation of the resolution determining the necessity of calling the election and issuing the bonds, the ordinance calling the election, the resolution or indenture of trust authorizing the issuance of such Bonds, fixing the date, denominations, numbers, maturity and interest rates, providing the form of the Bonds and authorizing their execution, authentication and registration; certifying the terms and conditions upon which the same are to be issued; providing for the setting up of special funds for the disposition of proceeds of the sale of the Bonds, and such other funds as may be advisable, and providing all other details in connection therewith, including special covenants and clauses for the protection of the interests of the Bondowners; preparation of the resolution selling all or any part of the authorized Bond issue; preparation of all documents required for Bond delivery and supervising such delivery; preparation of all other proceedings incidental to or in connection with the issuance, sale and delivery of the Bonds. (c) Application for any Internal Revenue Service or other rulings necessary to assure tax-exempt status of the Bonds, or as required by the purchasers of the Bonds. (d) Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion approving in all regards the legality of all proceedings for the authorization, issuance and delivery of Bonds, and stating that interest on the Bonds is excluded from gross income for purposes of federal income taxes and that interest on the Bonds is exempt from state personal income taxation, which opinion shall inure to the benefit of the purchasers of the Bonds. (e) Any and all legal consultation requested by the City concerning the Bonds at any time after delivery of the Bonds. (f) Such other and further services as are normally performed by bond counsel in connection with the issuance of general obligation bonds. (g) Attorneys will not be responsible for the preparation or content of the official statement prepared by the financial consultant other than to examine said official statement as concerns description of Bonds and matters within Attorneys' knowledge. Section 2. Compensation. For the services of Attorneys listed in subsections (a) through (g), inclusive, of Section 1, the City will pay Attorneys a flat fee for the issue of the Bonds equal to $25,000, which shall compensate Attorneys for all work done leading up to the election, as well as legal work done for the issuance and sale of the Bonds. In addition, the City shall pay to Attorneys all direct out-of-pocket expenses for travel, publication, messenger and delivery service, photocopying, closing costs and expenses and expenses for other services incurred in connection with the services rendered by Attorneys' duties hereunder. Payment of said fees and expenses shall be entirely contingent upon the successful issuance of the Bonds by the City, and shall be due and payable upon the issuance of the Bonds. Section 3. Responsibilities of the City. The City shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the City, or other documents deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Bonds, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, the cost of preparing the Bonds for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Bonds, shall be paid from Bond proceeds. Section 4. Exceptions. This Agreement does not cover any services rendered in connection with any litigation involving the City or the financing proceedings relating to the Bonds. 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. Section 5. Termination of Agreement. This Agreement for Bond Counsel Services may be terminated by the City at any time by giving written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project -7- data, reports, and evidence shall, at the option of City, becomes its property and shall be delivered to it by Attorneys. Section 6. Professional Liability Insurance. Attorneys shall procure and maintain professional liability insurance with coverage in an amount at least equal to $1,000,000. IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement for Bond Counsel Services as of the date first above written. CITY OF NATIONAL CITY By yor JONES HALL, A PROFESSIONAL LAW CORPORATION By Vice President City of National City, California COUNCIL AGENDA STATEMENT .AEETING DATE June 15, 2004 AGENDA ITEM NO. 25 ITEM TITLE RESOLUTION OF THE CITY COUNCIL APPOINTING BOND COUNSEL FOR THE GENERAL OBLIGATION AND BOND ELECTION AND ISSUANCE PREPARED BY EXPLANATION George H. Eiser, Ill '4' DEPARTMENT (Ext. 4221) City Attorney The City Council has recently heard a presentation by the City Manager concerning the "Public Safety Initiative", which would commit City financial resources to public safety facilities, programs, personnel, technology, and to gang prevention. The preferable method for funding the facilities element of the initiative would be through the issuance of general obligation bonds, the same method of financing that was used for the new public library. As in the case of the new public library, a general obligation bond would require 2/3 voter approval. At this time, it is recommended that the City retain bond counsel to provide advice and assistance with the bond election and issuance of bonds. It is further recommended that Jones Hall be retained as bond counsel, for a flat fee of $25,000 plus expenses. Jones Hall served in the same capacity on the general obligation bond issue for the new public library. ( Environmental Review X N/A Financial Statement Fee to be paid out of bond proceeds. Approved By: Finance Director Account No. STAFF RECOMMENDATION Adopt resolution. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) Resolution No. Resolution Proposed agreements A-200 (9.99) RESOLUTION NO. 2004 — 112 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPOINTING A BOND COUNSEL FOR THE GENERAL OBLIGATION BOND ELECTION AND ISSUANCE WHEREAS, the City of National City (the "City") is authorized to issue general obligation bonds to finance municipal improvements pursuant to the provisions of Artlice 1, commencing with Section 43600, of Chapter 4 of Division 4 of Title 4 of the California Government Code (the "Act"); and WHEREAS, the City intends to request the voters, at an election to be held on November 2, 2004, to approve the issuance of general obligation bonds under and pursuant to the Act to finance a portion of the costs of acquiring and constructing of a public safety project (the "Improvements"); and WHEREAS, in connection with such proceedings, the City requires the advice and assistance of bond counsel and Jones Hall, a Profesional Law Corporation, has represented the City as bond counsel on a recent successful general obligation bond issue for the City's new library, and is willing to provide such services to the City at this time to help finance the Improvements. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, does hereby resolve, declare, determine and order that Jones Hall, a Professional Law Corporation, San Francisco, California ("Jones Hall"), is hereby appointed to serve the City as bond counsel on its general obligation bond issue, and the Mayor is hereby authorized and directed to execute that certain Agreement for Legal Services, between the City and Jones Hall, a copy of which is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of June, 2004. APPROVED AS TO FORM: 0,2 George H. iser, III City Attorney Passed and adopted by the Council of the City of National City, California, on June 15, 2004, by the following vote, to -wit: Ayes: Councilmembers Inzunza, Morrison, Natividad, Parra, Ungab. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2004-112 of the City of National City, California, passed and adopted by the Council of said City on June 15, 2004. City Clerk of the City of National City, California By: Deputy City of National City Office of the City Clerk 1243 National City Boulevard, National City, California 91950-4397 Michael R. Delia, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 June 30, 2004 Jones Hall A Professional Law Corporation Attorneys at Law 650 California Street, 18th Floor San Francisco CA 94108 On June 15, 2004, Resolution No. 2004-112 was passed and adopted by the City Council of the City of National City, appointing a Bond Counsel for the general obligation bond election and issuance. We are forwarding a certified copy of the above Resolution and one fully executed agreement. Sincerely, Martha L. Alvarez, CMC Deputy City Clerk /mla Enclosure Fife No. 'C2004-3i