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HomeMy WebLinkAboutReso RDA 10-1992 RESOLUTION NO. 10-92 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF AGREEMENT FOR BOND COUNSEL SERVICES WITH RESPECT TO THE ISSUANCE OF TAX ALLOCATION BONDS BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that: The Executive Director is authorized to execute on behalf of the Redevelopment Agency an Agreement between Jones, Hall, Hill & White and the Redevelopment Agency of South San Francisco to provide bond counsel services for the issuance of tax allocation bonds for the Gateway Redevelopment Area. A copy of the Agreement is attached hereto as Exhibit "A". I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a re§u]ar meeting held on the 23rd day of September , 1992 by the following vote: AYES: Boardmembers Joseph A. Fernekes, Roberta Cerri Teglia, Robert Yee, and Chairman John R. Penna NOES: None ABSTAIN: None ABSENT: B0ardmember Jack Drag0 ATTEST: Redevelopment Agency of the City of South San Francisco EXHIBIT A TO RESOLUTION NO. 10-92 JONES I at.t, T-Ttt.t. & Wm'r , A PROFE881ONAL LA~ CORPORATION ATTORNEYS AT LAW AGREEMENT FOR LEGAL SERVICES Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this day of 1992, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SOWI:H SAN FRANCISCO, San Mateo County, California (the "Agency"), and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California CAttomcys"). WITNESSETH WHEREAS, the Agency has determined to issue its Gateway Redevelopment Project 1992 Tax Allocation Bonds (the "Bonds"), for the purpose of repaying a loan, the proceeds of which have been used to finance redevelopn~t activities in said Redevelopment Project; WHEREAS, the Agency has determined that Attorneys are specially trained and experienced in providing legal services in connection with the issuance, sale and delivery of the Bonds; and WHEREAS, the public interest, economy and general welfare will be served by entering into 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 delivery of the Bonds. Such services shall include the following: a. confer and consult with the officers and adminisuative staff of the Agency and with the financial advisor to the Agency as to matters relating to the proceedings; b. Attend all meetings of the Agency and any administrative meetings at which any such proceedings are to be discussed; c. Prepare any required indent~es, ordinances and all resolutions, notices and legal documents necessary for the proper conduct of the proceedings; d. Review, without undertaking an independent investigation, any official statement or other disclosure document prepared in connection with the proceedings to assure correctness of disclosure relating to the legal documents; e. 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 Bonds; f. Prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany delivery of the Bonds; g. 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 issuance of the Bonds; and h. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys that the interest on the Bonds is excluded from gross income for purposes of federal income taxation and that such interest is exempt from California personal income taxation; i. Confer and consult with Agency officials and agents with regard to problems which may arise during the servicing and payment of principal and interest due with respect to the Bonds. 2. Compensation. For the services set forth under Section 1, Attorneys shall be paid the percentage compensation set forth below (which shall be calculated on the aggregate principal amount of the Bonds): a. One percent (1%) of the first $1,000,000 principal amount of the Bonds; plus b. One-half percent (1/2) of the next $5,000,000 principal amount of the Bonds; plus c. One-quarter percent (1/4%) of the next $15,000,000 principal amount of the Bonds; plus d. One-eighth percent (1/8%) of the principal amount of the Bonds in excess. In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf of the Agency, including delivery and messenger services, closing costs, duplication costs, publication costs, Iranscripting costs and expenses for Iravel outside the State of California, if any, but specifically excluding Invel 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 Bonds and shall be payable solely from the proceeds of the Bonds. 3. l:.xceptions. Any legal set.rices in any titigation involving the Agency or the proceedings relating to the Bonds 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 Agency, compensation shall be on the basis of reasonable fees to be agreed upon by the Agency and Attorneys. 4. Termination of Ag~ment. This Agreement for Legal Services shall be indefinite as to term but may be terminated at any time by the Agency, with or without cause, upon thirty (30) days' written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall, at the option of the Agency, become its property and shall be delivered by Attorneys to or upon the direction of the Agency. -2- IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by the respective officers thereunto duly authorized as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO By Executive Director JONES HALL HILL & WHITE, A Professional Law Corporation By Vice President -3- T IT I T