HomeMy WebLinkAbout00097C - PA4B13 FRIEDMAN VENTURES PROJECT JONES HALL HILL WHITE BOND FINANCING LEGAL SERVICES Jones, Hall , Hill & White as
bond counselfor industrial/
commercial project, PA#4-B13
AGREEMENT #97, original 9-5-84
AGREEMENT Res 243, 9-5-84
BY AND BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
AND JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION, FOR
SPECIAL LEGAL SERVICES IN CONNECTION
WITH THE FINANCING OF COMMERCIAL IMPROVEMENTS
(FRIEDMAN VENTURES PROJECT)
THIS AGREEMENT is entered into the 5th day of September, 1984, by and
between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a
public body organized and existing under the laws of the State of California
(the "Agency") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION,
San Francisco, California ("Attorneys") .
WITNESSETH:
WHEREAS, the Agency wishes to undertake to assist the financing by
Friedman Ventures , California Division, of certain commercial buildings and
related property and facilities (the "Project") located within a redevelopment
project area of the Agency and proposes to finance the costs thereof by
entering into a certificate of participation financing arrangement; and
WHEREAS, in order to finance the Project the Agency requires the advice
and assistance of special legal counsel ; and
WHEREAS, the Agency has determined that Attorneys are qualified by
training and experience to perform the services of special legal counsel , and
Attorneys are willing to provide such services; and
WHEREAS, the public interest, economy and general welfare will be served
by this Agreement;
NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
1 . Duties of Attorneys . Attorneys shall do, carry out and perform all
of the following services as are necessary for the successful certificate of
participation financing of the Project by the Agency:
A. Consultation and cooperation with the Agency attorneys ,
financing consultants and other consultants , underwriters , staff and
employees of the Agency and assisting such consultants , underwriters ,
staff and employees in the formulation of a coordinated financial and
legal Project.
B. Preparation of all legal proceedings for the authorization ,
issuance and delivery of certificates of participation and the lease
financing of the Project; including preparation of any Acquisition
Agreement, Lease Agreement, Agency Agreement, Assignment Agreement and
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Trust Agreement, fixing the date, denominations, numbers , maturity and
interest rates, providing the form of the certificates 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 certificates, including creation of a reserve fund, if any, 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 certificate holders; preparation of
the resolution selling all or any part of the authorized certificate
issue; preparation of all documents required for certificate delivery,
and supervising such delivery; preparation of all other proceedings
incidental or in connection with the issuance, sale and delivery of
certificates of participation and lease financing of the Project.
C. Application for any Internal Revenue Service or other rulings
necessary to assure tax—exempt status of the certificates, or as
required by the purchaser of the certificates .
D. Determination of the need for obtaining a permit to issue
certificates of participation under the Securities Laws (state or
federal ) or no—action letters from the Securities Exchange Commission
and California Corporations Commission.
E. Upon completion of proceedings to the satisfaction of
Attorneys , providing a legal opinion unqualifiedly approving in all
regards the legality of all proceedings for the lease financing and all
other transactions relating to the Project, and stating that the
interest component of the Lease Payments is exempt from federal and
state personal income taxation, which opinion shall inure to the benefit .
of the purchasers of the certificates .
F. Any and all legal consultation requested by the Agency
concerning the certificates or the financing of the Project at any time
after delivery of the certificates .
G. Attending all meetings deemed necessary by Attorneys in the
performance of the services hereunder, or requested by Agency staff or
consultants .
H. Such other and further services as are normally performed by
special legal counsel in connection with certificate of participation
financings.
I . Attorneys will not be responsible for the preparation or
content of the official statement prepared by the Underwriter, other
than to examine said official statement as concerns description of
certificates and matter within Attorneys ' knowledge.
2. Compensation. For the services of Attorneys listed in Section 1 ,
the Agency will pay Attorneys a fee equal to one percent 0%) of the first
$1 ,500,000 principal amount of certificates of participation issued to finance
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the Project, plus one—half of one percent (1 /2 of 1%) of the principal amount
of certificates in excess of $1 ,500,000 but less than or equal to $5,000,000,
plus one—quarter of one percent (1 /4 of 1%) of the principal amount of
certificates in excess of $5,000,000, but less than or equal to $10,000,000,
plus one—eighth of one percent of the principal amount of certificates in
excess of $10,000,000. In addition, the Agency shall pay to Attorneys all
direct out—of—pocket expenses for travel , messenger and delivery service
incurred in connection with the services rendered by Attorneys hereunder.
Payment of said fees and expenses to Attorneys shall be due upon the
issuance of certificates and the delivery of the proceeds thereof to the
Agency. Said fees and expenses shall be payable solely from the proceeds of
the certificates issued to finance the Project and from no other funds of the
Agency, and shall be entirely contingent upon the successful sale and delivery
of such certificates .
3. Responsibilities of the Agency. The Agency shall cooperate with
Attorneys and shall furnish Attorneys with certified copies of all proceedings
taken by the Agency, or other 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 certificates,
including the cost and expense of preparing certified copies of proceedings
required by Attorneys in connection with the issuance of the certificates , the
cost of preparing the certificates for execution and delivery, all printing
costs and publication costs , and any other expenses incurred in connection
with the issuance of certificates , shall be paid from certificate proceeds .
4. Termination of Agreement. This Agreement may be terminated by the
Agency 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 data, reports , and evidence shall , at the option of the
Agency, become its property and shall be delivered to it by Attorneys .
IN WITNESS WHEREOF, the Agency and Attorneys have executed this
Agreement as of the date first above written.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS
By
Chair an
ATTEST:
Secretary
JONES HALL HILL & WHITE,
A PROFESSI W CORPORATION
APPROVE.9 AS TO FORM By
e Charles F. Adams
City '_._.�. 3
At7orn
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Date