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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 111 I 29070-13 JHHW:WHM:ct 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. -2- 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 -3- ; ;11] T