HomeMy WebLinkAboutReso 54-1987RESOLUTION NO. 54-87
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING APPOINTMENT OF BOND COUNSEL
(ORANGE MEMORIAL PARK EXPANSION AND IMPROVEMENT)
WHEREAS, the City Council of the City of South San Francisco is interested
in expanding and improving Orange Memorial Park; and
WHEREAS, such expansion and improvement would need to be financed through
the issuance of bonds;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South
San Francisco that the City Manager is authorized to execute on behalf of the
City an Agreement entitled "Agreement for Special Legal Services, General
Obligation Bond Proceedings" between the City of South San Francisco and
Jones Hall Hill and White. A copy of the Agreement is attached as Exhibit "1".
I hereby certify that the foregoing Resolution was regularly introduced
and adopted by the City Council of the City of South San Francisco at a
regular meeting held on the 13th day of May , 1987 , by
the following vote:
AYES: Councilmembers John "Jack" Drago, Richard A. Haffey, Gus Nicolopulos,
Roberta Cerri Teglia, and Mark N. Addiego
NOES: None
ABSENT: None
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EXHIBIT I TO RESOLUTION NO. 54-87
04,'14/87 M5450
AGREEMENT FOR SPECIAL LEGAL SERVICES
GENERAL OBLIGATION BOND PROCEEDINGS
May
THIS AGREEMENT, entered into as of this 13th day of ~e, 1987, by and
between the CITY OF SOUTH SAN FRANCISCO, CALIFORNIA (the "City") and JONES
HALL HILL & WHITE, A Professional Law Corporation, San Francisco, California
("Attorneys"),
WITNESSETH:
WHEREAS, the City desires to issue general obligation bonds to finance certain
public improvements (the "Improvements") under Chapter 4 of Division 4 of Title 4 of the
Government Code of the State of California (the "Law");
WHEREAS, the City requires the services of bond counsel in connection with the
issuance of such general obligation bonds;
WHEREAS, Attorneys are experienced in municipal bond law and in the conduct
of proceedings for the issuance of general obligation bonds; and
WHEREAS, the public interest, economy and geaeral welfare will be served by
this Agreement.
NOW, THEREFORE, IT IS AGREED, as follows:
Section 1. Attorneys shall provide the following services:
(A) Consult and cooperate with consultants and the administrative
officers and employees of the City and and assist City consultants and staff in the
formulation of a coordinated financial, and legal program for the financing of the
Improvements;
(B) Prepare all ordinances, resolutions, notices and legal documents,
including, without limitation, a resolution and ordinance required by the Law to
initiate the proceedings for the bonds and a bond resolution, as necessary for the
proper conduct of proceedings for the issuance of securities for the purpose of
financing the Improvements;
(C) Prepare and provide a receipt for the sale of securities, a receipt for
the proceeds of securities, a signature and no-litigation certificate, a non-
arbitrage certification and all other documents required in connection with the
delivery of the securities;
(D) Prepare and provide transcripts of the conduct of the financing
proceedings necessary to accompany the delivery of securities;
(E) Apply for and obtain any Internal Revenue Service or other rulings
necessary to assure tax-exempt status of the securities, or as required by the
purchaser of the securities;
(F) Analyze and determine the need for obtaining a permit to issue
securities under the Securities Laws (State of Federal) or no-action letters from
the Securities and Exchange Commission and California Corporations
Commission;
(G) Upon completion of proceedings to its satisfaction, provide its legal
opinion unqualifiedly approving in all regards the legality of all proceedings for
the authorization, issuance and delivery of the securities, and stating that interest
on the securities is exempt from present federal and state income taxation, as
appropriate, which opinion shall inure to the benefit of the purchasers of the
securities; and
(H) Provide other necessary services generally expected of bond
counsel not listed above.
Section 2. Compensation. For saidI services, City shall pay Attorneys a fee
equal to the following:
1% of the first $1,000,000 principal amount of securities issued, plus
1/2% of the next $4,000,000 principal amount of securities issued, plus
1/4% of the principal amount of securities issued in excess of $5,000,000.
In addition, the City shall reimburse Attorneys for all expenses relating to delivery
and messenger services, copying and closing costs and out-of-state travel costs
incurred in connection with the issuance, sale and delivery of any such securities. It is
expressly understood and agreed that said fees and expenses shall be payable solely
from the proceeds of sale of such securities, and under no circumstances shall said
fees and expenses be payable from any other funds or property of the City.
Section 3. Exceptions. The following services are excepted from the services
to be rendered for such percentage fees:
(A) Any services to be rendered in any litigation involving the City or the
securities, including, but not limited to, any validating suits necessary to render
the legal opinions referred to in Section I(G) above; and
(B) Any services required in obtaining Federal, State or other
subventions or loans other than a sale and delivery of municipal securities to any
Federal or State agency.
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For such services which Attorneys are directed to render for and on behalf of the
City, compensation shall be on a reasonable fee basis to be agreed upon by the City
and Attorneys.
Section 4. Scope of Employment. It is intended that this Agreement apply only'
to the proposed issuance of general obligation bonds of the City for the financing of the
Improvements by the issuance of one or more series of bonds authorized pursuant to a
resolution to be adopted by the City. The City is not obligated to employ but neither is it
precluded from employing Attorneys to handle subsequent issues of securities for the
financing of other pr?jects of the City.
It is understood that this Agreement may be terminated by either party on
reasonable written notice to the other without liability to the City.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers and representatives thereunto duly authorized, all
as of the day and year first above written.
S 0 U T h/;,~ NZ,~z'R,~ CIjO, CALIFORNIA
City Manager
JONES HALL HILL & WHITE,
A PROFESSIONAL. LAW CORPORATION
By
William H. Madison
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