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HomeMy WebLinkAbout00050C - JONES HALL HILL WHITE DESERT FASHION PLAZA y 0411I JHHW:JS:mtc 8/24/83 • mtc 8/25/83 .zones, Hall, Hill & White for bond counsel re Desert Fashion Plaza AGREEMENT FOR LEGAL SERVICES AGR #50 (orig 9-8-83) Res 153, 9-7-83 THIS AGREEMENT is made and entered into this c day ofuust, 1983, by and among the CITY OF PALM SPRINGS, California (the "City") , 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 City, the Agency and the Edward J. DeBartolo Corporation (the "Developer") have entered into negotiations respecting the redevelopment of certain areas of the downtown area of the City, and now propose to develop the Desert Fashion Plaza Shopping Center (the "Project") ; WHEREAS, either the City or the Agency, or both of them separately or together, propose to finance or aid in the financing of such development by the issuance of bonds or the entering into of installment sale or lease financing; WHEREAS, Attorneys are specially trained and experienced in the conduct of proceedings for accomplishing such Project and financing or financings ; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, IT IS HEREBY AGREED, as follows : 1 . Duties . Attorneys shall provide legal services in connection with the authorization , issuance and consummation of the financing proceedings, whether by the City or the Agency or both . Such services shall include the following: a. Confer and consult with the officers and administrative staff of the City or the Agency as to any matters relating to the financing proceedings. b. Attend all meetings of the City Council or the Agency and any administrative meetings at which any proceedings are to be discussed, deemed necessary for the proper planning of the proceedings or when requested to attend. C. Prepare any required installment sale or lease agreements, trust agreements or indentures, loan agreements, assignment agreements, any amendments to existing financing documents and all resolutions , notices and legal documents necessary for the proper conduct of proceedings for the financing. d. Review of all financial documents for legal sufficiency. bQ .. ,.� 1 r rI e. Review, without undertaking an independent investigation, any official statement prepared in connection with the proceedings to assure the disclosure of material facts within the knowledge of Attorneys . f. 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 financing documents. g. Prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany delivery of the financing documents. h . Subject to the completion of proceedings to our satisfaction, provide the legal opinion of Attorneys that the interest on any bonds or the interest component of any installment purchase or lease payments is exempt from Federal income taxes and approving in all regards the legality of all proceedings for the authorization , issuance and delivery of the bonds or the installment sale or lease agreement relating to the financing. i . Confer and consult with City and/or Agency officials and representatives and agents of the Developer with regard to problems which may arise during the servicing and payment of the bonds or the installment sale or lease agreement. j . Provide other necessary services generally expected of bond counsel not listed above. 2 . Fee. For said services Attorneys shall be paid a fee equal to one percent of the principal amount of the financing up to the principal amount of $1 ,000,000, plus one—quarter of one percent of said principal amount in excess of $1 ,000,000. This fee is based upon the assumtion that the financing will resemble the common form of tax allocation bond financing (whether or not actually styled a bond financing) or parking lease revenue bond financing. If the financing as finally determined resembles industrial development bond financing (whether or not styled a bond financing) such fee will equal one and one—half percent of the principal amount of the financing up to the principal amount of $1 ,000,000, plus one—half of one percent of said principal amount in excess of $1 ,000,000, up to an aggregate amount of $5,000,000, plus one—quarter of one percent of the principal amount in excess of $5,000,000. If more than one financing is undertaken in connection with the Project, the applicable fee shall be paid to Attorneys in respect of each such financing. In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf of the City or the Agency, including mail , courier and express charges , travel expenses and binding of transcripts . All fees , including the fee set forth in paragraph 3 below, and expenses are payable and shall be paid solely from the proceeds of the financing(s) and not otherwise; and if for any reason said proceeds are not available, neither the City nor the Agency shall be liable for any such fee or expense. 2 i 3. Validation. Attorneys anticipate that any financing based upon a pledge of fax allocation revenues will require appropriate validation, unless an acceptable appropriation limit has been or can be established by the Agency in connection with the "base year" used for determination of the tax allocation moneys due the Agency. Attorneys will undertake such validation concurrently with the other financing proceedings mentioned above, and shall be paid a separate fee of $1500 for such undertaking. 3 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers and representatives thereunto duly authorized, as of the day and year first above written. CITY OF PALM SPRINGS �.4/1 A PFRC;VED BY THE CITY COUNCIL By BY RES. NO. Co Chief Administrative fficerNORMAN R. KING CITY MANAGER Attests- `--), ` .r'L, C-i-ty Clerk COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS APPROVED BY TH H BY RES. NO. /, � By( uto ized, A Officer APPROVED AS TO FORM JONES HALL HILL WHITE, A Professional Law w Corporation City Attorney Date !Andrew C. Hal 1 „�'r. 4