HomeMy WebLinkAboutReso 1982-11083 RESOLUTION NO. 11083
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
The City Council of the City of Chula Vista does hereby resolve
as follows:
WHEREAS, the City is considering undertaking certain proceedings
for the issuance of bonds to finance marina and recreational facilities by
Chula Vista Marina/RV Park, Ltd., a California limited partnership, 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 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 by Approved as to form by
P 1 ~i ty . At n~(5~
Development Di rector
ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF
CHULA VISTA, CALIFORNIA, this 18 day of November , 1982 , by the
following vote, to-wit:
AYES: Councilmen Malcolm, Moore, McCandliss, Cox
NAYES: Councilmen None
ABSTAINED: Councilmen Scott
May~CLof~hula Vista
STATE OF CALIFORNIA)
COUNTY OF SAN DIEGO) ss.
CITY OF CHULA VISTA)
I, Jennie M. Fulasz , City Clerk of the City
of Chula Vista, California, DO HEREBY CERTIFY that the above is a full,
true and correct copy of Resolution NO. 11083, and that the same has
not been amended or repealed. ~ i~ ~lerk' ' ~
C y
AGREEMENT
BY AND BETWEEN THE CITY OF CHULA VISTA AND
JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL
SERVICES IN CONNECTION WITH TAX-EXEMPT INDUSTRIAL PROJECT FINANCING
FOR CHULA VISTA MARINA/RV PARK, LTD.
THIS AGREEMENT is entered into the 18 day of Novembe~ 1982, by and between
the CITY OF CH3LA VISTA (the "City") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW
CORPORATION San Francisco, California ("Attorneys").
WITNESSETH:
WHEREAS, the City wishes to lend financial assistance to Chula Vista
Marina/RV Park, Ltd., for the construction of marina and recreational facilities
within the City (the "Project") and proposes to finance the costs thereof by
issuing its revenue bonds or entering into financing agreements pursuant to the
Ordinance No. 1970 of the City Council; 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
~nd experience to perform the services of bond counsel, and Attorneys are willing
}o provide such services; and
WHEREAS, the public interest, economy and general welfare will be servedby
this Agreement;
NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
1. Duties of Attorneys. Attorneys shall do, carry out and perform all of
the following services as are necessary for the issuance of bonds or other
obligations for the Project:
A. Consultation and cooperation with the City attorneys, financing
consultants and other consultants, underwriters, staff and employees of the City
and officers, employees and consultants of any private party receiving financial
assistance for the Project, and assisting such consultants, underwriters, staff and
employees in the formulation of a coordinated financial and legal Project.
B. Preparation of all legal proceedings for the authorization,
issuance and delivery of bonds or other obligations of the City for the Project;
including preparation of the loan agreement or lease or installment sale agreement
between the City and the developers and the Indenture of Trust or resolution or
other agreement authorizing the issuance of such bonds or obligations, fixing the
date, denominations, numbers, maturity and interest rates, providing the form of
the bonds and authorizing their execution, authenticat,on and registration;
certifying the terms and conditions upon which the same are to be issued; providing
~or the setting up of special funds for the disposition of proceeds of the sale of
~he bonds, including creation of a reserve fund, if any, and such other funds as may
be advisable, and providing all other details in connection therewith, including
special covenants and clauses for the protection of the interests of the
bondholders; preparation of the resolution selling all or any part of the
authorized bond issue; preparation of all documents required for bond delivery, and
supervising such delivery; preparation of all other proceedings incidental or in
connection with the issuance, sale and delivery of bonds for the Project.
C. Application for any Internal Revenue Servic~ or other rulings
necessary to assure tax-exempt s~atus of the bonds, or as required by the purchaser
of the bonds.
D. Determination of the need for obtaining a permit to issue bonds
under the Securities Laws (state or federal) or no-action letters from the
Securities Exchange Commission and California Corporations Commission.
E. Upon completion of proceedings to the satisfaction of Attorneys,
providing a legal opinion unqualifiedly approving in all regards the legality of
all proceedings for the authorization, issuance and delivery of bonds and all other
transactions relating to the Project, and stating that interest on the bonds is
exempt from federal and state personal income taxation (subject to certain required
qualifications), which opinion shall inure to the benefit of the purchasers of the
City bonds,
F. Any and all legal consultation requestedby the City concerning the
.3onds or the financing of any Project at any time after delivery of the bonds.
G. Such other and further services as are normally ~erformed by bond
counsel.
H. Attorneys will not b~ responsible for the preparation or content of
the official statement prepared by the underwriter or consultant other than to
examine said official statement as concerns description of bonds and matters within
Attorneys~ knowledge, and to participate in customary due diligence inquiry with
City officials, staff, underwriters and other consultants.
2. Compensation. For the services of Attorneys listed in subsections A
through H, inclusive, of Section 1, the City will pay Attorneys a fee for each issue
of bonds equal to the sum of $10,000, plus 1/2 of 1% of the principal amount equal
to bonds in excess of $1,000,000, but less than $5,000,000, plus 1/4 of 1% of the
principal amount of bonds in excess of $5,000,000.
In addition, the City shall pay to Attorneys all direct out-of-pocket
expenses for travel, messenger and delivery service and other services incurred in
connection with the services rendered byAttorneys hereunder. Payment of said fees
and expenses to Attorneys shall be due upon the issuance of obligations and the
delivery of the proceeds thereof to the City, and said fees and expenses shall be
payable solely from the proceeds of the bonds or other obligations issued to
finance the Project and from no other funds of the City.
2
3. Responsibilities of the City. The City shall cooperate with Attorneys
nd shall furnish Attorneys with certified copies of all proceedings taken ~ the
~lty, or other deemed necessary by Attorneys to render an opinion upon the validity
of such proceedings. All costs and expenses incurred incidental to the actual
issuance and delive~ of 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 preparing the bonds for execution and deliver,
all printing costs and publication costs, and any other expenses incurred in
connection with the issuance of bonds, shall be paid from bond proceeds.
4. Termination of Agreement. This Agreement may be terminated ~ the Ci~
at any time by giving written notice to Attorneys with or without cause. In the
event of termination, all finished and unfinished documents, exhibits, project
data, reports, and evidence shall, at the option of City, become its property and
shall be deliverd to it by Attorneys.
IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as
of the date first above written.
CITY OF CHUM VISTA
By ~ayo~r '~
~TTEST:
JONES HALL HILL & WHITE
Officer