HomeMy WebLinkAboutReso 1985-12117 RESOLUTION NO. 12117
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF CHULA VISTA APPROVING AN AGREEMENT
WITH JONES HALL HILL & WHITE FOR BOND
COUNSEL SERVICES
The City Council of the City of Chula Vista does hereby
resolve as follows:
WHEREAS, the City Council and the Redevelopment Agency of
the City of Chula Vista directed staff to conduct a search for bond counsel
services; and,
WHEREAS, four well known highly qualified bond counsel firms
submitted proposals; and,
WHEREAS, a committee composed of the Community Development
Director, Finance Director, and City Attorney reviewed the proposals; and,
WHEREAS, the review committee decided that Jones Hall Hill &
White submitted the most favorable proposal.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the
City of Chula Vista does hereby approve an agreement with Jones Hall Hill & White
for bond counsel services, attached hereto as though fully set forth herein.
Presented by Approved as to form by
~e~v~l~pm~Y~rh~e~rCOmmun]ty ;homas J. Harron, CityAttofn~l~ ~
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
HULA VISTA, CALIFORNIA, this_. 6th d(~y O~ August
) 85 , by the following vote, to--wit:
YES: Cou~cilmen :. Malcolm, Scott, Moore
AYES: Councilmen: .. None
None
BSTAIN: Co~x:ilmen '
BSENT: Councilmen: McCandliss, Mayor Cox
City Clerk ~' ,~
'ATE OF CALIFORNIA )
)LINTY OF SAN D/EGO ) ss.
FY OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Visto, Colifornia,
HEREBY CERTIFY that the above ond foregoing is a full, true ond correct copy of
RESOLUTION NO. 12117
,and that the same has not been amendedor repe~led.
rED
(seal) City Clerk
AGREEMENT
BY AND BETWEEN THE CITY OF CHULAVISTA AND
JONES HALL HILL & WHITE, A PROFESSIONAL
LAW CORPORATION, FOR BOND COUNSEL SERVICES
IN CONNECTION WITH TAX-EXEMPT FINANCINGS
THIS AGREEMENT is entered into the 6th day of August , 1985, by and
between the CITY OF CHULA VISTA, (the "City") and JONES HALL HILL & WHITE, A
PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys").
WITNESSETH:
WHEREAS, the City periodically undertakes proceedings for the financing of
public and private projects through the issuance of tax-exempt bonds, notes and
other obligations, including but not limited to single family housing bonds,
multifamily housing bonds, industrial development revenue bonds, enterprise
revenue bonds, assessment bonds, tax and revenue anticipation notes and
certificates of participation (collectively, "Bonds"); and
WHEREAS, in connection with specific tax-exempt financings and in general
the City requires the advice and assistance of legal counsel experienced in the
area of tax-exempt financings, and the City deems it advisable to engage such legal
counsel on a general basis rather than on a project-by-project basis in order to
provide continuity and to provide for the rendering of advice without regard to
specific financings; and
WHEREAS, the City has determined that Attorneys are qualified by training
and experience to perform such services as 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 With Respect to Specific Bond Issue~. Attorneys
shall act as bond counsel to the City in connection with each issue of Bonds by the
City during the term of this Agreement and shall do, carry out and perform all of
the following services as are necessary for the issuance of such Bonds by the City:
(a) Consultation and cooperation with the City Attorney, City Manager,
Finance Director, Community Development Director and all other officers and
employees of the City, with any financial consultant, underwriter and other
professional firms engaged by the City with respect to the issuance of the
Bonds, and with all officers, employees and consultants of any private party
receiving financial assistance in connection therewith, and assisting such
persons in the formulation of a coordinated financial and legal financing.
(b) Preparation of all legal proceedings deemed necessary or advisable
by Attorneys for the authorization, issuance and delivery of the Bonds;
including preparation of (il any documentation required for the loan of Bond
proceeds by the City, any Indenture of Trust, Trust Agreement, resolution or
other agreement authorizing the issuance of the Bonds, 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 resolutions, notices of hearings,
California Debt Advisory Commission filings and other reports and
documents, (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 City
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 City) to ensure the exemption of interest on the Bonds from
federal or, if applicable, State of California personal income taxation.
(d) Advising the City 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.
(el Subject to the completion of proceedings to the satisfaction of
Attorneys, providing a legal opinion (il unqualifiedly approving in all
respects the legality of all proceedings of the City for the authorization,
issuance and delivery of the Bonds and related agreements to which the City
is a party, and (ii) stating that interest on the Bonds is exempt from
federal and State of California personal income taxation, subject only to
any qualifications as may be customary under and as required by applicable
federal tax law. Such opinion shall be addressed to the City; 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 City, the
original purchaser of the Bonds and other interested parties as shall be
requested of and deemed appropriate byAttorneys.
(fl Any and all legal consultation requested by the City 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. Nothing in this subject shall prevent
Attorneys from requiring compensation, in addition to the compensation set
forth in Section 3, for any consultation or other services relating to the
Bonds and requested by parties other than the City following the issuance of
the Bonds, provided that such additional compensation shall be paid solely
by such parties and not by the City.
2
(g) Attorneys shall not be responsible for the preparation or c~nten~
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) Such other and further services as are customarily performed by
bond counsel on similar tax-exempt financings.
Section 2. Duty of Attorneys To Render General Service~. In addition to
the services of Attorneys pursuant to Section 1 in connection with specific issues
of Bonds, during the term of this Agreement Attorneys shall at the request of the
City from time to time render such advice and prepare any and all documents
requested by the City or deemed advisable by Attorneys in connection with any
matters relating to tax-exempt financing generally, whether or not such services
relate to any Bond issue in particular. Such services shall be performed by
Attorneys without additional compensation and shall be rendered in consideration of
the entering into of this Agreement by the City.
Section 3. Compensation. For the services of Attorneys under this
Agreement, the City shall pay to Attorneys a fee for each issue of Bonds calculated
for any category of Bonds by multiplying portions of the principal amount thereof
by the respective rates applicable to such category, all as set forth in ExhibitA
hereto. In addition, for any Bond issue the City shall pay to Attorneys all direct
out-of-pocket costs and expenses incurred by Attorneys for travel, messenger and
delivery service and the closing of the Bonds; and in the case of any Bonds issued
for the benefit of a private borrower, all costs of ~.(,py;)~g a~d di~/rib~!tin,
documents prepared by Attorneys and other costs and expenses directly relating tl
Attorneys' services under this Agreement.
Payment of said fees and expenses 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 City.
Section 4. Responsibilities of City. The City shall cooperate with
Attorneys and shall furnish Attorneys with certified copies of all proceedings
taken by the City and deemed necessary by Attorneys to render an opinion on the
validity of any Bonds issued under this Agreement. 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,
and all other expenses incurred in connection with the issuance of the Bonds, shall
be paid by the City from the proceeds of the Bonds and shall not be the
responsibility of Attorneys.
Section 5. Term of Agreement. This Agreement shall take effect upon the
execution and delivery by the City and by Attorneys, and shall continue thereafter
in full force and effect until terminated by the City or Attorneys by written
3
notice to the other party. The City or Attorneys shall have the right at any time
to terminate this Agreement with or without cause upon written notice to the other
party, and in the event of such termination by the City, Attorneys shall not be
entitled to any payment for work i'n progress unless compensation is then due and
payable pursuant to Section 3. In the event of such termination, all finished and
unfinished documents shall at the option of the City become its property and shall
be delivered to the City by Attorneys.
Section 6. Representation in Litigation. The City understands and agrees
that Attorneys do not agree hereunder to represent the City 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 City
shall be upon such terms and conditions, and shall be subject to such compensation,
as shall be mutually agreed upon between Attorneys and the City pursuant to
separate agreement.
IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as
of the date first above written.
CITY OF CHULAVISTA JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
Charles F. Adams
Attest:
~// ' City Clerk
4
4380F 3HNN:CFA:dfd 4/23/85 '
Sincj]e Family Housing Bonds
1/2% of the first $5,000,000 (with a minimum of $15,000)
1/4% of the next $15,000,000
1/8% over $20,000,000
Muitifamily Housing Bonds
of the first $1,000,000 (with a minimum of $]0,000)
of the next $4,000,000
of the next $5,000,000
over $10,000,000
Assessment Bonds
2% of the first $2,000,000 (with a minimum of $15,000)
1% of the next $2,000,000
1/2% over $4,000,000
Enterprise Revenue Bonds
1/2% of the first $5,000,000 (with a minimum of $10,000)
1/4% of the next $15,000,000
1/8% over $20,000,000
Tax and Revenue Anticipation Notes
1/20% of principal amount (with a minimum of $3,000)
Certificates of Participation (Public Improvements)
1% of the first $1,000,000 (with a minimum of $10,000)
i/2% of the next $4,000,000
1/4% of the next $5,000,000
1/8% over $70,000,000
Industrial Development Financinczs
1/2% of the first $],000,000 (with a minimum of $]5,000)
1/2% of the next $4,000,000
1/4% over $5,000,000
SCOPE OF SERVICES /~) / / ~
O'Melveny & Myers
- Assisting in the drafting of all legal documents and other relevant
documents.
- Examining a transcript of the City's legal proceedings concerning the
issuance and sale of the securities.
- Reviewing pertinent statutes and regulations.
- Attending meetings of the City, as well as other meetings concerning the
financing, at which the assistance of counsel is appropriate or requested.
Assisting in validation proceedings, if any, with respect to the
securities.
Rendering the bond counsel's opinion as to the valid issuance of the
securities, the tax-exempt status of interest on the securities, and
compliance with all relevant laws; and
Counseling City officials on all matters relating to the issuance of the
securi ti es.
Mudge Rose Guthrie Alexander & Ferdon
Examining the law.
- Preparing or assisting in preparation of all documents and proceedings,
necessary to authorize, issue, sell and deliver the bonds.
- Appearing before the Internal Revenue Service in connection with any
requests for rulings regarding the exemption of the interest of the bonds
from Federal income taxation.
Assisting in the preparation for and attending meeting of rating the
agencies in connection with the rating for the bonds.
Assisting in preparation for and attending informational meetings with
prospective purchasers of the bonds.
Preparing or assisting in the preparation of collateral contracts which
constitute conditions to the bond financings, and attending meetings of
the governing body of the City and the Redevelopment Agency.
Jones Hall Hill & White
- Consulting and cooperating with all officers and employees of the Agency,
with any financial consultant, underwriter and other professional firms
engaged by the Agency with respect to the issuance of the Bonds, and with
all officers, employees and consultants of any private party receiving
financial assistance in connection therewith, and assisting such persons
in the formulation of a coordinated financial and legal financing.
Preparing all legal proceedings deemed necessary or advisable by Attorneys
for the authorization, issuance and delivery of the Bonds.
Applying 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.
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 determination.s from the Securities Exchange Commission
or California Corporations Commission.
Providing a legal opinion unqualifiedly approving in all respects the
legality of all proceedings of the Agency for the authorization, issuance
and delive~ of the Bonds and related agreements to which the Agency is a
party, and stating that interest on the Bonds is exempt from federal and
State of California personal income taxation, subject only to any
qualifications as may be customary under and as required by applicable
federal tax law.
Providing 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.
- Doing 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.
- 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).
- Performing other and further services as are customarily performed by
bond counsel on similar tax-exempt financings.
- 2
- Rendering such advice and preparing any and all documents requested by the
Agency or deemed advisable by Attorneys in connection with any matters
relating to tax-exempt financing generally, whether or not such services
relate to any Bond issue in particular. Such services shall be performed
by Attorneys without additional compensation and shall be rendered in
consideration of the entering into of this Agreement by the Agency.
Morrison & Foerster
Providing ongoing advice and counsel on financing matters, including
existing and proposed federal tax legislation and regulations;
Drafting all ordinances, resolutions, notices and other legal documents
required by law for the issuance, sale and delivery of the obligations,
and rendering advice and instructions regarding such issuance, sale and
delivery, including tax advice;
Assisting City/Agency staff and consultants or underwriters in the
preparation and review of official statements or similar disclosure
documents used in connection with public offerings.
Reviewing all proceedings taken in connection with the issuance of the
obligations and all relevant documents and reports such as environmental
impact reports.
If necessary, obtaining private letter rulings from the Internal Revenue
Service to establish the tax exempt status of obligations.
If necessary, representing the City or the Agency in judicial proceedings
to establish the validity of obligations under California law.
Issuing our opinion on the validity of the obligations and on the
exemption of the interest thereon from state and federal income taxation
to the City or the Agency and to the original purchaser of the obligations.
WPC 1650H
COMPARISON OF BOND COUNSEL PROPOSALS
Mudge Rose
Guthrie
O'Melveny & Jones Hall Alexander& Morrison &
Myers Mill & White Ferdon Foerster
ears of exper. Over 60 7 98 3
taff involved in 39 (30 in CA) 14 (S.F.) 57 (9 in L.A.) 7 in L.A.
~uni. bonds
o. staff assigned 1 partner, 1 1 partner, 2 partners, 1 unknown
o City lawyer, others associates, sr. assoc., 1
as needed others as needed jr. assoc.
xperience of staff 1-32 years 2-34 1-14 2-12
~rs) serving City
~arest location Newport San Francisco Los Angeles Los Angeles
Beach, L.A.
ees hourly based on % of hourly or $75-$190/hr.
$200-partner principal amt based on % of
$145-assoc. of bond principal
$75-1awyer
t.~mple: IDB $35,000 + $15,000-$35,000 $24,000-$48,000 $25,000-$35,000
expenses
0 million $ $40,000 + $45,000 $48,000 $70,000-$80,000
~rtgage Revenue expenses
}nd
million $ Tax $25,000 + $20,000 $35,000-$38,000 $35,000-$45,000
IloCation Bond expenses
). Calif. client over 100 over 100 45 9
ities/agencies
ord processing in yes yes (Wang yes (computer unknown
ffice compatible w/ linkup LA-NY
City) COMPOS system
24 hr. clerks)
cope of services ...... See Attached ......
PC 1651H