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HomeMy WebLinkAbout00165C - JONES HALL HILL WHITE ATTORNEY LEGAL 1984 TAX ALLOCATION BOND PA1 26611-9 JHHW.CFA.ce February 20 Jones Hall Hill & White-legal services for Agcy"s 1984 tax Alloc Bond Issue, CBD, PA1 AGREEMENT AGREEMENT #165 Resolution 461, 3-4-87 BY AND BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH TAX ALLOCATION REFUNDING BOND PROCEEDINGS THIS AGREEMENT is entered into this 4th day of F@4P.&y, 1987, by and among the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (the "Agency") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESSETH: WHEREAS, the Agency wishes at this time to issue its tax allocation refunding bonds (the "Bonds") for the purpose of refinancing certain bonds previously issued by the Agency to finance the redevelopment of the Central Business District Redevelopment Project, to be payable from and secured by a pledge of the tax allocation revenues derived from said Project, all pursuant to the California Community Redevelopment Law and the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of the Government Code of the State of California; and WHEREAS, in connection with such financing the Agency requires the advice and assistance of bond counsel; and WHEREAS, the Agency has determined that Attorneys are qualified by training and experience to perform the services of bond counsel in connection with such financing proceedings, and Attorneys are willing to provide such services; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows: Section 1. Dubes 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 Agency general counsel, Redevelopment Director, Executive Director, Treasurer, Secretary and all other officers and employees of the Agency, with the financial consultant and other professional firms engaged by the Agency with respect to the issuance of the Bonds, and assisting such persons in the formulation of a coordinated financial and legal financing from the proceeds of the Bonds. (b) Preparation of all legal proceedings deemed necessary or advisable by Attorneys for the authorization, issuance and delivery of the Bonds; including preparation of (i) any documentation required for the issuance of the Bonds by the Agency, including an indenture of trust or resolution authorizing the issuance of the Bonds, resolution authorizing and directing the sale of the Bonds and calling for bids thereon, notice of sale of the Bonds to be published by the Agency in the local newspaper as required, notice of intent to sell the Bonds to be published by Attorneys on behalf of the Agency as required, resolution awarding the sale of the Bonds to the successful bidder, all documentation required to be executed by the Agency in connection with the delivery of the Bonds to the successful bidder, and all agreements providing collateral security for the Bonds except as may be within the scope of responsibility of any attorneys representing other parties to the transaction, (ii) all necessary California Debt Advisory Commission filings and other reports and documents required to be filed by the Agency in connection with the issuance of the Bonds, (iii) all certificates, deeds, requisitions, receipts and other documents required in connection with the delivery of the Bonds to the original purchaser thereof, and (iv) all other proceedings of the Agency incidental to or in connection with the issuance, sale and delivery of the Bonds. (c) Application for any Internal Revenue Service or other rulings deemed necessary by Attorneys (but only following consultation with and approval by the Agency) to ensure the exemption of interest on the Bonds from federal or, if applicable, State of California personal income taxation. (d) Advising the Agency as to the need to register the Bonds under applicable federal securities laws or to obtain a permit to issue the Bonds under applicable State of California securities laws, or to obtain no-action letters or similar determinations from the Securities Exchange Commission or California Corporations Commission. (e) Subject to the completion of proceedings to the satisfaction of Attorneys, providing a legal opinion (i) unqualifiedly approving in all respects the legality of all proceedings of the Agency for the authorization, issuance and delivery of the Bonds and any related agreements to which the Agency is a party, and (ii) stating that interest on the Bonds is exempt from federal and State of California personal income taxation. Such opinion shall be addressed to the Agency; provided, however, that such opinion shall inure to the benefit of the owners of the Bonds and Attorneys shall be entitled to execute letters to other interested parties entitling such parties to rely upon such opinion. In addition, subject to the completion of proceedings to the satisfaction of Attorneys, Attorneys shall provide such additional legal opinions to the Agency, the original purchaser of the Bonds and other interested parties as shall be requested of and deemed appropriate by Attorneys. (f) Any and all legal consultation requested by the Agency concerning the Bonds and any resolutions, certificates, agreements and other documents relating to the authorization, issuance and delivery of the Bonds at any time following issuance of the Bonds. (g) Attorneys shall not be responsible for the preparation or content of any official statement or other offering document prepared by or on behalf of an underwriter or financial consultant other than to examine any such official statement or other offering document as to the description of the Bonds and related financial agreements and as to matters within Attorneys' knowledge (without undertaking any independent investigation thereof). (h) Attorneys shall not be responsible for compliance by the Agency with arbitrage rebate requirements under federal tax law, other than to render advice as to the legal interpretation of such requirements as set forth in the documents relating to the Bonds. Without limiting the generality of the foregoing, Attorneys shall not be responsible to preparing any calculations or documentation to establish compliance with such rebate requirements or otherwise for computing the amounts required to be rebated, without separate agreement between the Agency and Attorneys. (i) Such other and further services as are customarily performed by bond counsel on similar tax-exempt financings. Section 2. Compensation. For the services listed in Section 1, Attorneys shall be paid the following compensation: (a) one-half of one percent (112 of 1%) of the principal amount of Bonds up to $5 million plus (b) one-quarter of one percent (1/4 of 1%) of said principal amount in excess of $5 million but less than $10 million plus (c) one-eighth of one percent (1/8 of 1%) of said principal amount in excess of $10 million. In addition, the Agency shall reimburse Attorneys for all out-of-pocket costs and expenses incurred by Attorneys in connection with their services hereunder for out-of-state travel, messenger and delivery services, legal publication, and closing costs. -2- Payment of said compensation shall be entirely contingent, and shall be due and payable, upon the issuance of the Bonds; and shall be payable solely from the proceeds of the Bonds and from no other funds of the Agency or the City of Palm Springs. Section 3. Responsibilities of Agency. The Agency shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Agency and deemed necessary by Attorneys to render an opinion on the validity of the Bonds. All costs and expenses incurred incidental to the actual issuance and delivery of the 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 rating agencies, all printing and publication costs, fees and expenses of parties other than Attorneys, costs and expenses of legal advertising and all other expenses incurred in connection with the issuance of the Bonds, shall be paid by the Agency from the proceeds of the Bonds and shall not be the responsibility of Attorneys. Section 4. Termination of Agreement. This Agreement may be terminated at any time by the Agency with or without cause upon 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 to the Agency by Attorneys. Section 5. Representation in Litigation. The Agency understands and agrees that Attorneys do not agree hereunder to represent the Agency in any litigation at any time challenging in any way the validity of the Bonds or any related financial proceedings, or the exemption of interest on the Bonds from federal or State of California personal income taxes. Any such representation by Attorneys of the Agency shall be upon such terms and conditions, and shall be subject to such compensation, as shall be mutually agreed upon between Attorneys and the Agency pursuant to separate agreement. IN WITNESS WHEREOF, the Agency and Attorneys have executed this Agreement as of the date first above written. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS �.-Assistant Secretary f Ctie man APF ROV��/f,,AAaaaS 1-0 FORM -- -° JONES HALL HILL & WHITE, sty Attorney A PROFESSIONAL LAW CORPORATION 3 6"' _Onto � By Sharon S. White AP'[F'i~`O VE"k 'DY TG•E C,t43MIMUNOY RWEV. -3-