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HomeMy WebLinkAboutReso 1983-111338378C JHHW:CFA:dfd 1/03/83 RESOLUTION NO. 11133 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AGREEMENT FOR BOND COUNSEL SERVICES WITH JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION WHEREAS, the City is considering undertaking certain proceedings for the issuance of mortgage revenue bonds to finance a home mortgage program in the City, and it is desirable to employ bond counsel in connection therewith; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, as follows: 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 said bond issue, a copy of which is on file with the City Clerk of the City, is hereby authorized. The appropriate officers of the City are hereby authorized and directed in the name and on behalf of the City to execute said Agreement. 2. This resolution shall take effect immediately. Presented Approved as to form by 'I/~"~z~"~'~eorge D. Lindberg Community Development Director City Attorney ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this llth day of January 19 83, by the following vote, to-wit: AYES: Councilmen Scott, Cox, Malcolm, Moore, McCandliss NAYES: Councilmen None ABSTAI N: Councilmen None ABSENT: Councilmen None M~~the C~it~ of Chula Vista City Clerk ~ STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California, DO HEREBY CERTIFY that the above and foregoing is o full, true and correct copy of RESOLUTION N0. 11133 ,and that the same has not been amended or repealed. DATED (seal) City Clerk cc-66o AGREEMENT FOR BOND COUNSEL SERVZCES RESTDENTIAL MORTGAGE FINANCTNG PROGRAM C]~TY OF CHULA VISTA THIS AGREEMENT, entered into this llth day of January, 1983, by and between the CITY OF CHULA VISTA, CALIFORNIA, a political subdivision of the State of California (the "City"), and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"); WITNESSETH: WHEREAS, the City is undertaking a home mortgage financing program ("the Program") within the City of Chula Vista and proposes to finance the costs thereof by a Home Mortgage Revenue Bond proceeding; WHEREAS, Attorneys are experienced in municipal and municipal bond law and in the conduct of proceedings for accomplishing such a Program and conducting financing proceedings therefor; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, IT IS AGREED, as follows: 1. Duties. Attorneys shall provide the following services: a. Consult and cooperate with your consultants, underwriters and the administrative officers of the City in the formulation of a coordinated legal and financial Program; b. Prepare all documents, including, without limitation, bond resolutions necessary for the proper conduct of proceedings for the issuance of securities for the purpose of financing the Program; c. Prepare and provide a receipt for the sale of securities, a receipt for the proceeds of securities, a signature and no-litigation certificate, a non- arbitrage certification and all other documents required in connection with the delivery of the securities; d. Aid in the preparation of transcripts of the conduct of the financing proceedings necessary to accompany the delivery of securities; e. Apply for and obtain any Internal Revenue Service or other rulings necessary to assure tax exempt status of the securities, or as required by the purchaser of the securities; -- R-11133 f. Analyze and determine the need for obtaining a permit to issue securities under the Securities Laws (State or Federal) or no-action letters from the Securities and Exchange Commission and California Corporations Commission; g. Initiate and prosecute to conclusion any suits or actions necessary to validate the City~s proceedings, bonds, notes or any other agreements and transactions relating to the Program, unless the City shall otherwise determine; h. Upon due and proper completion of proceedings, provide its legal opinion unqualifiedly approving in all regards the legality of all proceedings for the authorization, issuance and delivery of any securities or other transactions related to the Program, which opinion shall inure to the benefit of the purchasers of the securities; and i. Provide other necessary services generally expected of bond counsel not listed above. 2. Compensation. Compensation for the services shall be based on the following percentages of securities issued and sold: 1/2% of the first $5,000,000 of securities sold, plus 1/4%of the next $15,000,000 of securities sold, plus 1/10% of any amount of securities sold over $20,000,000; Said percentage fees are payable and shall be paid solely from the proceeds of the sale of the securities. In addition to the above, Attorneys shall be reimbursed (solely from the proceeds of the financing) for costs advanced on behalf of the City, expenses for travel, costs of special messenger and delivery services and closing costs. 3. Exceptions. The following services are excepted from the services to be rendered for such percentage fees: a. Any services to be rendered in any litigation involving the City other than validating suits under Section l(g). b. Any services required in obtaining Federal, State or other subventions or loans other than a sale and delivery of municipal securities to any Federal or State agency. For any such services which Attorneys are directed to render for and on behalf of the City, compensation shall be on a reasonable fee basis to be agreed upon. 4. Scope of Employment. It is intended that this Agreement apply to one series of securities issued for the Program. The City is not, however, precluded from employment of Attorneys to handle subsequent series of securities. 2 It is understood that this Agreement may be terminated by either party on reasonable notice to the other without liability to the City. tN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers and representatives thereunto duly authorized, the day and year first above written. CITY OF CHULA VISTA Attest: I./,~ /~ y k IS E AL[ JONES HALL HILL & WHITE, Charles.~'A~dams 3