Loading...
HomeMy WebLinkAbout00008C - OMELVENY MYERS BOND COUNSEL ATTORNEY CPA - OlMeiveny & Myers- Band Counsel AGREEMENT #8 Res #31, 6-26-74 AGREEMENT NO. 8 BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA AND O'MELVENY AND MYERS, ATTORNEYS AT LAW. THIS AGREEMENT is made this 26th day of June 1974, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public corporation (hereinafter sometimes called the "Agency") and O'MELVENY $ MYERS, a co-partnership, of Los Angeles, California (hereinafter sometimes called the "Attorneys") . The parties mutually agree as follows: 1. In connection w-it h t he redevelopment project within the City of Palm Springs, designated the "Palm Springs Central Business District Project," the Agency hereby employs the Attorneys to furnish, and the Attorneys hereby agree to furnish, legal services consisting of the examination of a transcript furnished by the Agency to the Attorneys covering, when completed, all proceedings leading up to and including the adoption of the redevelopment plan. The Attorneys shall report to the Agency its conclusions from such examinations. For the services rendered under this Section 1, the Agency agrees to pay the Attorneys a fee of $500 upon completion of the examination of the transcript covering the redevelopment plan proceedings and the issuance of the report thereon. 2. It is anticipated that the Agency may issue short-term tax increment notes, and at a later point in time, tax increment bonds. In connection with the proposed issuance of said tax increment bonds, or tax increment notes, by the Agency to finance the acquisition of land and the construction of public improvements within the project area, the Agency hereby employs the Attorneys to furnish legal services consisting of the following: (a) Drafting the resolution of the Agency providing for the issuance of the bonds, or notes, the notice inviting bids and appropriate closing documents; (b) Advice and instructions regarding the authorization, sale and delivery of the bonds, or notes; (c) Examination of all proceedings (a transcript of which is to be furnished to the Attorneys by the Agency) related to the sale and delivery of the bonds, or notes; (d) Issuance of the Attorneys' customary legal opinion on the bonds, or notes, to the Agency and to the purchaser of the bonds, or notes. For the services rendered under this Section 2, the Agency agrees to pay the Attorneys a fee determined by applying the following rates to the total principal amount of the bonds, or notes, issued and sold. Should the bonds, or notes, be issued in more than one series, said rates shall be applicable separately to each issue of notes sold, and to the total amount of bonds sold. Amount Rate Under $1,000,000 $1,500 plus $2.50 per thousand on excess over $150,000 $1,000,000 to $5,000,000 $3,625 plus $1.50 per thousand on excess over $1,000,000 $5,000,000 to $10,000,000 $9,625 plus $0.75 per thousand on excess over $5,000,000 Over $10,000,000 $13,375 plus $0.50 per thousand on excess over $10,000,000 3. In connection with the proposed issuance of lease revenue bonds by the Agency to finance the acquisition and construction of public facilities to be located within the project area, the Agency hereby employs the Attorneys to furnish legal services consisting of the following: (a) Drafting the necessary lease between the Agency and the City, or other relevant public agency participant. (b) Drafting the necessary documents for the issuance and sale of bonds, or notes, of the Agency, including a resolution of issuance related to said bonds or notes. (c) Generally supervising the issuance, sale and delivery of bonds or notes and giving instructions in connection there- with. (d) Examining the transcript of proceedings step by step as taken. (e) Issuing an approving opinion concerning the legality of the transaction and the bonds, or notes. 4. For the services rendered under Section 3, the Agency agrees to pay the Attorneys a fee determined by applying the following rates to the total principal amount of the bonds, or notes, issued and sold: Amount Rate $1,000,000 to $5,000,000 $5,250 plus $1.75 per thousand on excess over $1,000,000 $5,000,000 to $10,000,000 $12,250 plus $0.60 per thousand on excess over $5,000,000 Over $10,000,000 $15,250 plus $0.50 per thousand on excess over $10,000,000 2. S. The fees established under Sections 2 and 4 hereof are payable following the delivery of the particular issue of bonds, or notes, to the purchaser thereof and the issuance of the Attorneys' approving opinion thereon. In the event that the Attorneys, at the request of the Agency, commence services and for any reason the relevant bonds or notes are not issued within one year after such commencement, or if any such proceeding is abandoned, the Attorneys shall be paid a reasonable fee for any services performed hereunder, the amount of such fee to be suggested by the Attorneys, but to be subject to the approval and con- currence of the Agency. In the event either or both issues of the bonds, or notes, are thereafter issued, the amount of such fee will be credited against the fee due following such issuance computed under the foregoing schedules. 6. In addition to the fees provided in Section 2 and 4 hereof, the Attorneys shall be paid a reasonable fee based on the time spent in the preparation and filing of any request for revenue rulings with the Commissioner of Internal Revenue, in the event that such services become necessary in order to issue a tax opinion to the Agency and the purchaser of the bonds or notes. 7. The Attorneys shall also be reimbursed by the Agency on periodic statements for any out-of-pocket expenses incurred by them in the course of such employment for long distance telephone calls, telegrams, travel at the Agency's request, and similar items. 8. The scope of services to be provided is only to act as Bond Counsel and does not include litigation or the rendering of other services or advice not connected with the issuance and sale of the bonds or notes. 9. It is understood that the Agency has employed or will employ a financial consultant who will prepare Official Statements, or a similar document, in connection with the issuance of the bonds, or notes, and will give advice concerning those terms of the particular bond issue and of the sale thereof which, apart from legality, may affect the marketability of the bonds or notes at a favorable interest rate. Bond Counsel is to have no duties regarding any such Official Statements, or similar documents, except to check them in advance of use as to the description of the bonds or notes and the statements of law pertaining thereto. 10. It is recognized that the Attorneys may have clients which may from time to time have interests adverse to the Agency or to the City of Palm Springs and that the Attorneys reserve the right to represent such clients in matters not connected with such project or the issuance and sale of said bonds or notes. 11. This contract shall be binding upon and inure to the benefit of said firm of O'Melveny $ Myers as presently constituted or as changed hereafter by the death or retirement therefrom of any present partners, or by the admission of new partners, or by the death or retirement of any thereof, provided that the opinion of the successor film upon municipal bonds, whether under the same name or otherwise, is accepted by bond dealers and bond buyers as readily as the opinion of the firm as presently constituted. 3. IN WITNESS WHEREOF, as of the date first hereinabove written, the Agency has caused this instrument to be executed on its behalf and in its name by its Chairman and attested by its Secretary, and O'Melveny F, Myers has caused this instrument to be executed on its behalf and in its name by a partner. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THY CITY PALM SPRINGS B Z �" t Secretary Chairman REVIEWED $ APPROVED O'MELVENY 4 MYERS / 4.