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Home My WebLink AboutFULBRIGHT & JAWORSKI, LLP - 1998-12-07AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND FULBRIGHT & JAWORSKI, LLP, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH PUBLIC FINANCING AGENCY 1998 REVENUE BONDS Table of Contents Section P_ an- 1 Employment 1 2 Fees . 1 3 Reporting 1 4 Termination 2 5 Independent Contractor 2 6 Workers' Compensation 2 7 Professional Liability Insurance 3 8 Certificates of Insurance 3 9 Responsible Attorney . 4 10 Delegation 4 11 Modification 4 12 Agency Employees and Officials 4 13 Immigration 5 14 Nondiscrimination 5 I5 Notices 5 16 Entire Agreement 5 SF-98AgrecTub11019 1125/98 - #I AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND FULBRIGHT R. JAWORSKI, LLP, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH PUBLIC FINANCING AGENCY 1998 REVENUE BONDS THIS AGREEMENT is made and entered into this 7th day of Deck , 1998, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("Agency") and FULBRIGHT &: JAWORSKI, LLP, ("Legal Counsel'). WHEREAS, Agency desires to employ disclosure counsel in connection with the issuance of the Huntington BeacWRedevelopment Agency 1998 Tax Allocation Bonds Legal Counsel represents that it is ready, willing and able to provide the legal services to the Agency; NOW, THEREFORE, the parties hereto mutually agree as follows: SECTION ] . Employment. Agency hereby employs Legal Counsel and Legal Counsel hereby accepts such employment to serve as disclosure counsel for the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds (the "Bonds'). In serving as disclosure counsel for the Agency, Legal Counsel shall perform the services described in the Scope of Services attached hereto as Exhibit A. SECTION 2. Fees. Legal Counsel's fee for serving as disclosure counsel shall be contingent upon the issuance of the Bonds. The fee shall not exceed Nineteen Thousand Dollars (S19,000.00), plus no more than Three Thousand Dollars ($3,000.00) for out-of-pocket expenses. SECTION 3. Reporting. In performing Iegal services under this Agreement, Legal Counsel shall work under the direction and control of the Agency Attorney and shall not render additional legal services other than those specified in this Agreement without the advance concurrence of the Agency Attorney. Legal Counsel shall consult with the Agency Attorney on SF-98Agm: FuTb T 029 I I125MS - #2 the strategy and conduct of the case and shall not file any motions without prior approval of the Agency Attorney. SECTION 4. Termination. This Agreement may be terminated by the Agency at any time by giving written notice to Legal Counsel with or without cause. In the event of termination, all finished and unfinished documents, pleadings, exhibits, reports, and evidence shall, at the option of the Agency, become its property and shall be delivered to it by Legal Counsel. SECTION 5. Independent Contractor. Legal Counsel is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of Agency. Legal Counsel shall secure at its expense and be responsible for any and all payment of income tax, social security, state disability insurance compensation , unemployment compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its officers, agents and employees, and all business licenses, if any, in connection with the services to be performed hereunder. SECTION 6. Workers" Compensation. Legal Counsel shall comply with all of the provisions of the Iklorkers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless Agency from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorneys' fees and costs presented, brought or recovered against Agency, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Legal Counsel under this Agreement. 2 SF-93Agr":Fu1b 1029 11/2-"8 - #2 ,O) SECTION 7. Professional Liability Insurance. Legal Counsel shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for Legal Counsel's professional liability in an amount not less than $1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2. Legal Counsel will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3. If insurance is terminated for any reason, Legal Counsel agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 4. The reporting of circumstances of incidents that might give rise to future claims. Under no circumstances shall this insurance contain a sell insured retention, or a "deductible" or any other similar form of imitation on the required coverage in excess of $1,000,000. SECTION & Certifieates of Insurance. Prior to commencing performance of the work hereunder, Legal Counsel shall furnish to Agency certificates of insurance subject to approval of the Agency Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall: 1. provide the name and policy number of each carrier and policy; and 2. shall state that the policy is currently ir. force; 3 sF 99AVee:Futb1029 11/25/98 - N2 �V') Legal Counsel shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Agency. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of Agency by Legal Counsel under the Agreement. Agency or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. SECTION 9. Responsible Attorney. Legal Counsel hereby designates Donald Hunt and Maryann Goodkind as the attorneys primarily responsible for the services rendered hereunder. Primary responsibility for the work shall rest with Donald Hunt and Maryann Goodkind, and no work will be assigned to attorneys within the firm without the written consent of the Agency Attorney. SECTION 10. DeIegation. This Agreement is a personal services agreement, and the services provided hereunder shall not be performed by or delegated to any person or entity other than Legal Counsel without the express prior written approval of the Agency Attorney. SECTION 11. Modification. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. SECTION 12. Agency Employees and Officials. Legal Counsel shall not employ any Agency official or any regular Agency employee in the work performed pursuant to this Agreement. No officer or employee of Agency shall have any financial interest in this Agreement in violation of California Government Code Section 1090, et seq. 4 S F-98Agree: Fu1b 1029 1112s,98 . #2 1 SECTION 13. Immigration. Legal Counsel shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification. SECTON 14. Nondiscrimination. Legal Counsel agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this agreement, in accordance with Government Code § 19702. SECTION 15. Notices. Any notices or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to Legal Counsel or to the Agency Attorney as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Services, addressed as follows: TO AGENCY: Gail Hutton, Agency Attorney of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 TO LEGAL COUNSEL: Donald L. Hunt, Esq. Fulbright & laworski, LLP 865 So. Figueroa, 291h Floor Los Angeles, CA 90017 (213) 892-9200 (213) 680-4518 SECTION 16. Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements, whether oral or in writing. 5 SF-93Agrre:Fu1b I029 11125/98 . #2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first above written. FULBRIGHT & JAWORSKI, LLP Attorneys at Law Br• General Partner REVIEWED AND APPROVED: Cit dministrator of the City of Huntington Beach 6 S F-98Agroe: FuTh 1029 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairperson - ATTEST: Agency Clerk APPROVED AS TO FORM:. Agency Attorney 4--t4,,IZL� ^ INITIATED AND APPROVED: Director of Economic Development EXHIBIT A DISCLOSURE COUNSEL SERVICES Legal Counsel will act as disclosure counsel in connection with the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds. Legal Counsel's role as disclosure counsel to the Agency would begin at the initial offering of municipal securities and would continue thereafter. It would include the following: (1) Render a SEC Rule 1 Ob-5 Opinion to the Agency; (2) Establish a manageable disclosure program for the issuer which allows efficient and cost effective compliance with SEC Rule 15c2-12; (3) Provide advice and, where appropriate, supervision with respect to the assembly and preparation of information for the official statement and consultation with the financial advisor or underwriter and appropriate issuer staff members; (4) Review, for disclosure purposes, any intended investment arrangement for the proceeds of the bonds; (5) Review legal documents and approving resolutions prepared by bond counsel for disclosure purposes and in particular review compliance with the Continuing Disclosure Agreement between the issuer and the bond trustee designed to satisfy the continuing disclosure requirements. Additionally, Legal Counsel would prepare a Continuing Disclosure Agreement with the developer and land owner of the project as they will be considered "obligated persons" for purposes of Rule 15c2-12; (6) Undertake such independent inquiry as may be necessary at the time of initial offering to render an appropriate disclosure opinion; (7) Render an appropriate disclosure counsel opinion which will describe the nature of Legal Counsel's review and inquiries and indicate that the issuer has appropriately disclosed all material information with respect to the financing in the disclosure document; (8) Annually provide legal advice with respect to the assembly and filing of annual disclosure statements to the State and national information repositories as required by Rule 15c2-12; and (9) Provide, as required, legal advice with respect to an "event" disclosure under Rule 15c2-12. SF-99ASmic-Tub11019 11/25Ms . 41 M1601:1).:CERTIFICA� JF INS BRA CE :. -1 := 12/03.A.'oorrn I N UR :..v ..:: 12/03/98 "IODUC9R THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION .10NN L. WORTHAM & SON. Q.L.P. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR 1 P.O. BOX 1388 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. HOUSTON, TEXAS 77251.1388 COMPANIES AFFORDING COVERAGE COMPANY (800) 362.4822 055941-00228-1999A-000006 SMN/ECS 1/1 A VIGILANT INSURANCE COMPANY EMU111" COMPANY 000) 392-7805 FULBRIGHT t JALIORSKI, L.L.P. 8 HARTFORD INSURANCE COMPANY OF MIDWEST COMPANY 1301 14CKINNEY AVENUE HOUSTON, TEXAS TnIO C COMPANY I D COVIEFtAQU.:::... ..:.. .:.:::::....:.... :::.. < .::.. . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF IIISIRANCE POLICY NURAW POLICY ETf6CTIV1 DATE (MMA)D/YYI POLICY ExrrunoN DATE VAM=/YYI Ta A GMERAL NASIUTY (99) 35.29.36.29 05/31/98 05/31/99 GENERAL AGGREGATE 4 2,000,000 PRODUCTS - COMP/OP AGO • 1 OOO OCO X COMMERCIAL GENERAL LIABILITY CLAIMS MADE m OCCUR PERSONAL L AOV INJURY i 1,000,000 JAC14 OCCURRENCE • 1 00O OCO CWNER'S L CONTRACTOR'S PROT FIRE DAMAGE 4M+M .rr Rr.l • 1,000,000 MED ExP IAnyore F.r..n1 i 10,000 AUTONIOSILI UABtLITY COMBINED SINGLE LIMIT i ANY AUTO BODILY INJURY IPN i ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY W.r .eddwRR} i HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE i GARAO1 UASILITY AUTO ONLY . fA ACCIDENT • OTHER THAN ALIrO ONLY! ANY AUTO EACH ACCIDENT • AGGREGATE i EXCLU LIANUTY EACH OCCURRENCE • AGGREGATE • UMBRELLA FORM • OTHER THAN UMBRELLA FORM I WOPKM COMF6iiATION AND 61WBEU8361 05/31/98 05/31/99 IFTATUTORY LIMIT! EMPLOY• LIAEILM EACH ACCIDENT • 500.000 DISEASE - POLICY LIMIT • 500,000 THE PRDF%ETOPJ q INCL PARTN ERWEAECUTI VE OFFICERS ARE: fxCL DISEASE - EACH EMPLOYEE Is 500,000 OTHER �.n•1r'i, GAS r� 1 N�RC�1� � 1 O�1�r� ,cmeY WXRIPTION OF OPPLATIONStLOCATwNSNMCLESISPECIAL US" ✓ (z��Jgr CERTIFICATE HOLDER +aa0•Ya:.�N8+'%a:9[o doW�*O[Aa#/w•xd»400OV4MAV,gym-^P�OOm�J4:SDCm-. , NT S"ouLD ANY OP THE ASaVE DEb rm= POLICIES BE CANCELLED SWORE THE EXPIATION DATE THEREOF. THE I"kXNO COMPANY MILL ENDEAVOR TO MAIL CITY ATTORNEY 30 DAYS WR[TTEN NOTICE TO T14E C1111ITRCATE HOLDER NAMED TO THE LEFT. ATTN: MR. SCOTT FIELD BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUaATION OR LIABILITY HUNTINGTON BEACH REDEVELOPMENT AGENCY OP ANY IOND LAPON THE COMPANY. ITS AGENTS OR ROMESENTATTM. AWHOftZW =AZ &4 AAA oco-menaaeeAaw• ^K -_ n•z .. v ACORD CORPORATION 19" P. 0. BOX 190 2000 MAIN ST NTINGTON BEACH, CA 92648 �.......„ .. w .. KK ucrrae e ALAS ATTORNEYS, LIABILITY ASSURANCE SOCIETY, INC., A RISK RETENTION GROUP BOARD OF DIRECTORS CHAIRMAN Robert J. Struyk Dxsey & Whitney Wmneeiw* V10E'CNA'R4LtN. PPES1DENr AND CEO December 3, 1998 JChn B. Foley Chcago SFN'rOR LOSS PRrVENDON ADVISR Robert E. O'Malley VIA FEDERAL EXPRESS klasr•irgron. D.C. Robert B. Acomb, Js. Jones, WOW, Waechier. City Attorney Ponevent• Carrore & Denove NervOrleans Attention: Mr. Scott Field CC-) all Ju'ianVV. Atwater Huntington Beach Redevelopment Agency 4 U-i Nimon. Hargrave. Devans & Doy'e P.O. Box 190 �; • C; 1 Rochester 2000 Main Street John J. Bourn snea&Warner Huntington Beach, CA 92648 Dennis C. Brownr Minger.T Lossson ArWies Re: Confirmation of Insurance C. Clark Hotlgson, Jr. w SiradlayFtononSrevens&Young Dear Mr. Field: Priladelphra Donald L. Howell Vinson a Elkins Houston Enclosed is the Confirmation of Insurance for Fulbright & Edward P. Lawrence Jaworski, L.L.P. Rcpes & Gray Boston Robert E. McLaughlin If you have any questions or require additional information, please S:e; toe & Johnson Wash,%lo . D-c feel free to contact me. Harriet Mists Locke Pur-.e'I Rcin Harre'l Darras Edwin L Noel Sincerely, Armstrong• Teasdale. S:hletly &Dam s St.. Louis John L Primmer Pnmmer & Piper ak wonwi e• Douglas M. Reimer QinoD. Franke McDamwtt•V1O&Emery Director of Underwriting Chcago Paul W.Steere Boyle & Gates APPROVED AS TO FOMI 1 Sea,*Attar ley Thomas T. Terp GAIL NtSTTON r Gt,y 7att.Sceinws&Hollister JDF•jr By- Deputy CityAttor��1 �A I Cirrcubolt " f - f f Sylvia H. Walbon Enclosure I !! 17 Castor.. F*acs. Ward. E nrnaruel, Smrh & cutler Sr. PFtersburg cc: Rebecca B. Lacy - Fulbright & Jaworski, L.L.P. wslWilli ltn&8md Don Hunt - Fulbright & Jaworski, L.L.P. (Via Fax (213) 680-4518 Atlanta Do laid S. Young Dvkems Gossett Detrorr Form 10.wpt 14:1:FjDiRWRACONFIAMSIFULBRIGHTJAWORSKl12-03.WPO 1213198 1:04PM 311 South Wacker Drive / Suite 5700 / Chicago, Illinois 60606-E622 is (3121697-6900 / FAX (312) 697-6901 /— �B�yyggs Fae�. rev. Council/Agency Meeting Held: 1.2-/7 J9 8 _ Deferred/Continued to: 1 Approved ❑ Conditionally Approved 0 Denied —o ��-tyCity Clerk's Signature Council Meeting Date: December 7, 1998 Department ID Number: AS 98-033 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY /PUBLIC FINANCING AUTHORITY ACTION &v4x ,ees.110.98 93 f,!d.Pwlrb` F,.no.,i �P,4�,�•)��s��,��t'r'�°•�43 SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator ozA3J PREPARED BY: DAN T. VILLELLA, Acting Director of Administrative Services %��j/� DAVID BIGGS, Director of Economic Development r/� SUBJECT: APPROVAL OF TAX ALLOCATION BOND ISSUE Statement of Issue, Funding Source, Recommended Action, Altemative Actlon(s). Analysis, Environmental Status, Attachment(s) Statement of Issue: On June 3, 1992, the Huntington Beach Public Financing Authority issued revenue bonds. At present, it would be in the best financial interest of the City of Huntington Beach Redevelopment Agency to refinance a portion of these bonds. Funding Source: Bond proceeds. Recommended Action: City Council: Adopt City Council Resolution #rJL-a, of the City of Huntington Beach approving the issuance of Tax Allocation Refunding Bonds by the Redevelopment Agency of the City of Huntington Beach in the maximum principal amount of $11,000,000. Redevelopment Agency/City Council: 1. Adopt Agency Resolution # -293 , authorizing the Redevelopment Agency of the City of Huntington Beach to issue and sell Tax Allocation Refunding Bonds for the partial refunding of 1992 Tax Allocation Revenue Bonds, Loan Agreements, and approving related documents and actions. Not to exceed $11,000,000. /4-•J,,,o0 - --d 7 --o 2. Authorize the Chairman and Clerk to execute the three contracts for legal services - between the Redevelopment Agency, and (1) Rod Gunn Associates, Inc., (2) Jones Hall, attorneys at law, and (3) Fulbright & Jaworski, attorneys at taw. 14 p p" 1 ro 3. Motion by the City Council to approve an increased professional liability insurance deductible in the amount of $250,000 for Jones Hall, and $1,000,000 for Fulbright & Jaworski, and excuse Fulbright & Jaworski from the standard indemnity clause. Ae p r-o f7 — o Public Financing Authori : Adopt Resolution of the Huntington Beach Public Financing Authority approving documents and actions relating to partial refunding of the 1992 Tax Allocation Revenue Bonds. 1..P /? — o REQUEST FOR COUNCIUREDEVELOPMENT AGENCY !PUBLIC FINANCING AUTHORITY ACTION MEETING DATE: December 7,1998 DEPARTMENT ID NUMBER: AS 98-033 Alternative Action(s): Continue with the existing bond structure and do not refinance at this time. 1 Analysis: On June 3, 1992, the Huntington Beach Public Financing Authority issued $33,495,000 Revenue Bonds, pursuant to an indenture of trust dated May 1, 1992. The proceeds were used to make four loans to the Redevelopment Agency; the Huntington Center Loan; Main -Pier Loan, Talbert - Beach Loan, and the Oakview Loan. These loans are secured by the pledge of certain tax revenues. Because a portion of the proceeds of these 1992 Bonds were used to refund a 1988 issue, this portion of the debt cannot be refunded on an "advance" basis. Therefore, only the new money portion of the 1992 Bonds will be refunded at this time. It has been determined that it is in the best financial interest of the City to refinance this portion of these bonds at this time. The issuance of new refunding bonds will result in lower interest rates and thereby result in significant public benefits to the City, Agency and the Authority. The net present value of the savings should approximate $657,704. Staff is also recommending that the City Council approve contracts with the financing team of Rod Gunn and Associates (financial advisor), Jones Hall (bond counsel), and Fulbright & Jaworski (disclosure counsel). Rod Gunn was selected by the Director of Administrative Services based upon past familiarity with the earlier, similar bond issues. The City Attorneys Office selected bond and disclosure counsel after soliciting proposals from five law firms. All were well qualified, and the fees were similar. Jones Hall was selected based upon qualifications, experience, fees and the fact they were bond counsel for the 1992 Tax Allocation Bonds. The firm of Fulbright and Jaworski was selected based upon experience, fees and outstanding references. It should also be mentioned that both law firms are requesting exceptions for the City Council's policy regarding insurance and indemnity. This is not unusual in the province of bond attorneys. In particular, Fulbright and Jaworski is requesting an increase to a $1,000,000 deductible which is reasonable since they have provided evidence to staff of annual revenue of $250,000,000 per year. Further, Fulbright & Jaworski is requesting elimination of the indemnity clause from the standard professional service contract, because its inclusion would void their insurance coverage. This leaves the City with only slightly less "tort IaW" protection that the contract would provide. Given the frm's size and experience, and the very low likelihood of the Agency defaulting on these bonds, the City Attorney recommends granting this exception. Environmental Status: Does not apply TaxAllocaVonRCA -2- 11125MB 2:43 PM REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY /PUBLIC FINANCING AUTHORITY ACTION MEETING DATE: December 7,1998 DEPARTMENT ID NUMBER: AS 98-033 Attachments : 1. Resolution of the Redevelopment Agency 2. Resolution of the Public Financing Authority 3. Resolution of the City Council 4 Contract Between the Redevelopment -Agency & Rod Gunn & Associates, Inc. 5. Contract Between the Redevelopment Agency & Fulbright & Jaworski, Attorneys at Law. 8. Contract Between the Redevelopment Agency & Jones Hall, Attorneys at Law. 7. Preliminary Official Statement 8. Indenture of Trust 9. Escrow Deposit and Trust Agreement 10. Notice of Intention to Sell 11. Notice Inviting Bids 12. Continuing Disclosure Certificate RCA Author: Dan T. Villella TaxAllocaUonRCA .2• 11125193 2:43 PM �. CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK C014NIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEII APPROVED BY THE CITY COUNCILJ REDF.VELOPN1F1"T AGENCY OF THE CITY OF Ht TINGTON REACIT ��Z- -�Zl IWA , p, TO: tLz&H L U, � 4r, b5L . 4-4 P ATTEN-HON: L . u Fxt• name dd "5 S �au�e e wr DEPARTAIENT: Street Al agl � QDD�� REGARDIiV'G: , [/aAn_�.e,^, city. State, T - 06d See Attached Action Agenda Item Dare of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page Agreement ✓ Bonds Insurance r/ RCA Deed Other Flame De artment RCA Aersement Insurance Other • ✓ ---.he- ---oe— Name Department RCA Agreement Insurance Other SG?�r�t�_ • ,l�ace�tr Ole�— Name Department RCA Agreement Insurance Other Name Department RCA Ayuement Insurance Other Risk Management Dept. Insurance Received by Name - Company Name - Date Glollowup!coverltr ITNaphone: 724535-52271 r�— RECEIVED CITY OF HUNTINGTON BEACH CICITY V INTER -DEPARTMENT COMMUNICATION HUNT ll`GTONMAICH.CA nunnncur+ St+►cn u TO: Connie Brockway, City Clerk f FROM: Scott Field, Deputy City Attorney ®rl DATE: January 15,1999 SUBJECT: 19998 Redevelopment Agency Tax Allocation Bonds Last December, the City Council approved a contract with the firm of Fulbright & Jaworski to serve as disclosure counsel in connection with issuance of the 1998 Redevelopment Agency Tax Allocation Bonds. This letter should have been part of the Request for Council Action and I would request that you include this letter in the file with the contract between the City and Fulbright & Jaworski. Attachment SF-99Mcmostlerk 115 01115M -91 TELEPHONE: 2131892-9200 F/►--51 M ILE: 213/680.4518 DONALD L HUNT PARTNER INTERNET ADDRESS: dhurlt@tulhrittit.com DIRECT DIAL: 213/892-9316 ` ` FULBRIGHT &.JAWORSKI L.L.P. A REGISTERED LimiTED LIABILITY PARTNERSHIP 865 SOUTH FIGUEROA STREET, 29TH FLOOR LO$.ANGr►t,Es, CALIFORNIA 90017.2576 . , t1' : i �.....:-1 November 24,1998 Scott Field, Esq. Deputy City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Mr. Field: HOUSTON WASHINGTON. D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON HONG KONG This will confirm your conversation with Maryann Goodkind that our Firm's revenues for 1998 will exceed $250 million. Very truly yours, 4011- 7(-L—V-P— Donald L. Hunt DLH/ad 527233.1 ALAS I OARD OF DIRECTORS CHA:RMAY Robert J. 5truyk Dorsey & Whimy A!,rineapol S ti'rc'E CHAA'AAN. PFESIDEwT, AND CEO John B. Foley (;niCayO .SEN'CR LOSS PRCYFAr7i0 Y ADWSCR R�berl E. O'Ma'ley Wjs'lirgl_+r, D.C. Rot art B. Acomb. Jr. Jores,'Nall of, W"Chter. Fonevent Carrere dr DenAare New O,rears Julian W. Atwater Nixon. Hargrave. 1N.wars & Doye Rochester John J. Boums Snell & Wilmer PNwn.Y Dernis C. Brown Munger, Toles & Olson Los Angeles C. Clart Hodgson, Jr. Stra[ ley Roror` S-seens & Young Pndaderpn.e Donald L Howell Vrsci & b.irs Noun ton Edward P. Lawrence Popes & Cray eas ron Rubrrrl E. McLaughlin �,epl9e & Johnson V1aVrrigrzin- D.C. Harriet Mier$ Locke F'.rnen Rain Harrell Da3as Edwin L Noel Air•strong. Teasdale, Schlaly & Dav s St. Lou-s John L Primmer Pn'nmer & Piper A,4M JKW Dougl3s M. Reimer Mc36Mr•o-t Wrl & Emery Chao Paul W. Steers Boq'e & Ga!es Sea- e Thomas T. Terp Taf% Sion n us & Hollister AncIAneri Sylvia H. Walbott Caron, Fads. Ward, Emrtan,_el, Smrm & Cutler S!. Perwsb rg Neil Williams A s'on & Bird Arlarirs Donald S. Young Dy<erra Gossetl Detroit ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC., A RISK RETENTION GROUP December 3, 1998 City Attorney Attention: Mr. Scott Field Huntington Beach Redevelopment Agency P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 CONFIRMATION OF INSURANCE We hereby confirm that Fulbright & Jaworski, L.L.P. has Professional Liability Coverage under Policy ALA#1099 with limits of liability not less than $10,000,000. The Policy effective date is from April 1, 1998 to April 1, 1999. It is agreed that Attorneys' Liability Assurance Society, Inc. will provide 30-days prior notice of cancellation of Policy #ALAI099 by Attorneys' Liability Assurance Society, Inc. to City Attorney, Attention: Mr. Scott Field, Huntington Beach Redevelopment Agency, P.O. Sox 190, 2000 Main Street, Huntington Beach, CA 92648 by Certified or Registered Mail. Such Policy is subject to the terms, conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC. A RISK RETENTION GROUP By 0 • Qk- Date: j 57 Jea . Franke Director of Underwriting F.kri k AP? C)IA' pee trey 6Rl1LD Iy Ge.� r14:P.d /1171 Fotr1 _11`0.wpr h:1UNDERWRRCONFIRMVFUL8RIG4T JAWORSKI I2.03.WPO 121318 1:04PM 311 South Wacker Drive / Suite 5700 ; Chicago. 11lino-s 60606-6622 • 012) 697.6900 1 FAX (312) C97-6901 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND FULBRIGHT & JAWORSKI, LLP, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH PUBLIC FINANCING AGENCY 1998 REVENUE BONDS Table of Contents Section Pane 1 Employment 1 2 Fees 1 3 Reporting 1 4 Termination 2 5 Independent Contractor 2 6 Workers' Compensation 2 7 Professional Liability Insurance 3 8 Certificates of insurance 3 9 Responsible Attorney . 4 10 Delegation 4 11 Modification 4 12 Agency Employees and Officials 4 13 Immigration . 5 14 Nondiscrimination 5 15 Notices 5 16 Entire Agreement 5 SF-98Agce:Fub11019�{iJ��j)� 11n5r93 - N 1 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND FULBRIGHT & JAWORSKI, LLP, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH PUBLIC FINANCING AGENCY 1998 REVENUE BONDS THIS AGREEMENT is made and entered into this day of .1998, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("Agency') and FULBRIGHT & JAWORSKI, LLP, ("Legal Counsel'). WHEREAS, Agency desires to employ disclosure counsel in connection with the issuance of the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds; Legal Counsel represents that it is ready, «filling and able to provide the legal services to the Agency; NOW, THEREFORE, the parties hereto mutually agree as follows: SECTION 1. Employment. Agency hereby employs Legal Counsel and Legal Counsel hereby accepts such employment to serve as disclosure counsel for the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds (the `Bonds"). In serving as disclosure counsel for the Agency, Legal Counsel shall perform the services described in the Scope of Services attached hereto as Exhibit A. SECTION 2. Fees. Legal Counsel's fee for serving as disclosure counsel shall be contingent upon the issuance of the Bonds. The fee shall not exceed Nineteen Thousand Dollars (S19,000.00), plus no more than Three Thousand Dollars (S3,000.00) for out-of-pocket expenses. SECTION 3. Reporting. In performing legal services under this Agreement, Legal Counsel shall work under the direction and control of the Agency Attorney and shall not render additional legal services other than those specified in this Agreement without the advance concurrence of the Agency Attorney. Legal Counsel shall consult with the Agency Attorney on SF-98Agrce:Fu1b 1029 1112"8.92 the strategy and conduct of the case and shall not file any motions without prior approval of the Agency Attorney. SECTION 4. Termination. This Agreement maybe terminated by the Agency at any time by giving written notice to Legal Counsel with or without cause. In the event of termination, all finished and unfinished documents, pleadings, exhibits, reports, and evidence shall, at the option of the Agency, become its property and shall be delivered to it by Legal Counsel. SECTIONS. Independent Contractor. Legal Counsel is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of Agency. Legal Counsel shall secure at its expense and be responsible for any and all payment of income tax, social security, state disability insurance compensation , unemployment compensation, Workers' Compensation, and payroll deductions for Legal Counsel and its officers, agents and employees, and all business licenses, if any, in connection with the services to be performed hereunder. SECTION 6. Workers' Compensation. Legal Counsel shall comply with all of the provisions of the lVorkers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless Agency from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorneys' fees and costs presented, brought or recovered against Agency, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Legal Counsel under this Agreement. 2 SF-98AVme:Fu1b1029 11/25/99 - JV2 V Vi SECTION 7. Professional Liability Insurance. Legal Counsel shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for Legal Counsel's professional liability in an amount not less than $1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: 1. The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2. Legal Counsel will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3. If insurance is terminated for any reason, Legal Counsel agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 4. The reporting of circumstances of incidents that might give rise to future claims. Under no circumstances shall this insurance contain a self -insured retention, or a "deductible' or any other similar form of imitation on the required coverage in excess of $ 1,000,000. SECTION 8. Certificates of Insurance. Prior to commencing performance of the work hereunder, Legal Counsel shall furnish to Agency certificates of insurance subject to approval of the Agency Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall: 1. provide the name and policy number of each carrier and policy; and 2. shall state that the policy is currea:Iy in force; 3 SF-98Agme:Fo1b1029 11/2M - #2 Legal Counsel shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Agency. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of Agency by Legal Counsel under the Agreement. Agency or its representative shall at all times have the righ: to demand the original or a copy of all said policies of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. SECTION 9. Responsible Attorney. Legal Counsel hereby designates Donald Hunt and Maryann Goodkind as the attorneys primarily responsible for the services rendered hereunder. Primary responsibility for the work shall rest with Donald Hunt and Maryann Goodkind, and no work will be assigned to attorneys within the firm without the written consent of the Agency Attorney. SECTION 10. Delegation. This Agreement is a personal services agreement, and the services provided hereunder shall not be performed by or delegated to any person or entity other than Legal Counsel without the express prior written approval of the Agency Attorney. SECTION 11. Modification. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. SECTION 12. Agency Employees and Officials. Legal Counsel shall not employ any Agency official or any regular Agency employee in the work performed pursuant to this Agreement. No officer or employee of Agency shall have any financial interest in this Agreement in violation of California Government Code Section 1090, et seq. 4 SF-98AZr":Fu1b 1029 11/2"S - N2 SECTION 13. Immigration. Legal Counsel shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification. SECTON 14. Nondiscrimination. Legal Counsel agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this agreement, in accordance with Government Code § 19702. SECTION 15. Notices. Any notices or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to Legal Counsel or to the Agency Attorney as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the sarne in the United States Postal Services, addressed as follows: TO AGENCY: Gail Hutton, Agency Attorney of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 TO LEGAL COUNSEL: Donald L. Hunt, Esq. Fulbright & Jaworski, LLP 865 So. Figueroa, 29"' Floor Los Angeles, CA 90017 (213) 892-9200 (213) 6804518 SECTION 16. Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements, whether oral or in writing. SF-93Agree:Fu1b 1029 11/25ns - #2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first above written. FULBRIGHT &: JAWORSKI, LLP Attorneys at Law By: General Partner REVIEWED AND APPROVED: City Administrator of the City of Huntington Beach f SF-98AVv:-.ru1b 1029 11/25193 -02 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairperson ATTEST: Agency Clerk APPROVED AS TO FORM: JV Agency Attorney/ 'r `NG17 e)-u INITIATED AND APPROVED: i Director of Economic Development EXHIBIT A DISCLOSURE COUNSEL SERVICES Legal Counsel will act as disclosure counsel in connection with the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds. Legal Counsel's role as disclosure counsel to the Agency would begin at the initial offering of municipal securities and would continue thereafter. It would include the following: (1) Render a SEC Rule IOb-5 Opinion to the Agency-, (2) Establish a manageable disclosure program for the issuer which allows efficient and cost effective compliance with SEC Rule 15c2-12; (3) Provide advice and, where appropriate, supervision with respect to the assembly and preparation of information for the official statement and consultation with the financial advisor or underwriter and appropriate issuer staff members; (4) Review, for disclosure purposes, any intended investment arrangement for the proceeds of the bonds; (5) Review legal documents and approving resolutions prepared by bond counsel for disclosure purposes and in particular review compliance with the Continuing Disclosure Agreement between the issuer and the bond trustee designed to satisfy the continuing disclosure requirements. Additionally, Legal Counsel would prepare a Continuing Disclosure Agreement with the developer and land owner of the project as they will be considered "obligated persons" for purposes of Rule 15c2-12; (6) Undertake such independent inquiry as may be necessary at the time of initial offering to render an appropriate disclosure opinion; (7) Render an appropriate disclosure counsel opinion which will describe the nature of Legal Counsel's review and inquiries and indicate that the issuer has appropriately disclosed all material information with respect to the financing in the disclosure document; (8) Annually provide legal advice with respect to the assembly and filing of annual disclosure statements to the State and national information repositories as required by Rule 15c2-12; and (9) Provide, as required, legal advice with respect to an "event" disclosure under Rule 15c2-12. SF-98AVice:Fub11019 1112SMS . N1