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HomeMy WebLinkAboutReso 1985-12124 RESOLUTION NO. 12124 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING APPROVAL OF FEE AGREEMENT FOR BOND COUNSEL RESOLVED, by the City Council of the City of Chula Vista (the "City"), as follows: Section 1. That certain agreement by and between the City and Jones Hall Hill & White, A Professional Law Corporation, for bond counsel services in connection with the revenue bond financing of a multifamily housing project known as Eucalyptus Grove Apartments, a copy of which is attached hereto and incorporated herein as though fully set forth, is hereby approved. The appropriate officers of the City are hereby authorized and directed in the name and on behalf of the City to execute and deliver said agreement. Section 2. This resolution shall take effect immediately. Presente~ Approved as to form by Paul G. D'es~6chers !/~?f.o. mas J. Ha~o~ Community Development Di rector City Attor~// WPC 15?lH ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF HULA VISTA, CALIFORNIA, this 6th d(~/ of August .... I 85 , by the following vote, to-wit: YES: Councilmembers Malcolm, Moore, Cox AYES: Councilmembers None BSTAI N: Counci lmembers Scott ~SENT: C0unci l members McCandliss I¢layor ~ tl'~ City of Chula Vista '"' City d~erk%/ ~ 'ATE OF CALIFORNIA ) )UNTY OF SAN DIEGO ) ss. FY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California, HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 12124 ,and that the same has not been omendedor repealed. TED (seal) City Clerk -660 Return 0.~ 1~7 AGREEMENT BY AND BEll~EEN THE CITY OF CHULA VISTA AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION. FOR BOND COUNSEL SERVICES IN CONNECTION WITH TAX-EXEMPT MULTIFAMILY HOUSING PROJECT FOR EUCALYPTUS GROVE INTERNATIONAL (EUCALYPTUS GROVE APARTMENTS) THIS AGREEMENT is entered into this 6th day of Aunt, 1985. by and between the CITY OF CHULA VISTA (the "City--nd JONES HALL HILL & WHITE. A PROFESSIONAL LAW CORPORATION, San Francisco. Cali fornia ( "Attorneys" ). WITNESSETH: WHEREAS. the City wishes to lend financial assistance to Eucalyptus Grove International Associates (the "Developer"), for the construction of a multifamily rental housing project located in the City (the "Project") and proposes to finance the costs thereof by issuing a series of its revenue bonds (the "Bonds") pursuant to Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code. as amended; and WHEREAS. in order to finance the Project the City requires the advice and assistance of bond counsel; and WHEREAS, the City 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. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Bonds to finance the Project: (a) Consultation and cooperation with the Attorney for the City. Mayor, City Manager, City Clerk and all other commissioners, officers and employees of the City, with any financial consultant, underwriter and other professional firms engaged by the City with respect to the financing of the Project from the proceeds 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 of the Project. it R-12124 (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 loan of Bond proceeds by the City, the Indenture of Trust, resolution or other agreements 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 purchasers 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. (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 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 to any qualifications deemed necessary by Attorneys under federal law with respect to circumstances arising subject to the date of issuance of the Bonds. 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 by Attorneys. 2 (f) 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 2, for any consultation or other services relating to the Bonds and requested by parties other than the City following the 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) Such other and further services as are customarily performed by bond counsel on similar tax-exempt financings. Section 2. Compensation. For the services of Attorneys listed in Section I. the ~ity shall pay to Attorneys a fee for each issue of Bonds equal to the sum of one percent {1%) of the first $1,000,0OO principal amount of the Bonds, plus one-half of one percent (1/2 of 1%) of the next $4,000,000 principal amount of the Bonds. plus one-quarter of one percent (1/4 of 1%) of the principal amount of the Bonds in excess of $5.000.000. In addition, the City shall pay to Attorneys all direct out-of-pocket costs and expenses incurred by Attorneys for travel, photocopying, messenger and delivery service, the closing of the Bonds and otherwise directly relating to 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 3. Responsibilities of City. The City shall cooperate with Attorne-~all 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 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, 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. -3- Section 4. Termination of Agreement. This Agreement may be terminated at any t~m-T~--l~y the City 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 City become its property and shall be delivered to the City by Attorneys. Section 5. 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. THE CITY OF CHULA VISTA JONES HALL HILL & WHITE, A PROFESSIONAL LAW ~COJ1P~)RATION William H. Madison ~ttest: ~// City Clerk --' ~ WPC 1207X -4-