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HomeMy WebLinkAboutJONES HALL HILL & WHITE - 1982-03-15a . 8156B JHHW:CFA:dfd 01/19/82 AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND JONES HALL HILL & WHiTE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH COMMERCIAL DEVELOPMENT BOND PROCEEDINGS AND RESIDENTIAL MORTGAGE REVENUE BOND PROCEEDINGS THIS AGREEMENT is entered into the 15 4Aday of �! a , 19$2, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, (the "Agency") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESSETH: WHEREAS, the Agency proposes to provide financing for the construction of various qualified commercial facilities within redevelopment project areas of the Agency and proposes to finance the costs thereof by issuing its revenue. bonds pursuant to the California Community Redevelopment Law; and WHEREAS, the Agency further proposes to provide financing for owner -occupied residences within such redevelopment project areas and for multi-famil; rental residences within such redevelopment ;project areas, and proposes to finance the costs thereof by issuing its mortgage revenue bonds; and WHEREAS, in order to finance said projects (the "Projects") the Agency requires the advice and assistance of bond counsel; and WHEREAS, the Agency has determined that Attorneys are qualified by training and experience to perform the services of bond counsel, and Attorneys arewilling to provide such services; and WHEREAS. the public interest, economy and general welfare will -e served by this Agreement; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: I. 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 of 1-he A; ncy f or each Commercial Project, Owner. -Occupied Residential Projec- and Residential Rental Project: A. Consultation and cooperation with the Agency attorneys, financing consultants and other, consultants, underwriters, staff and employees of the Agency and officers, employees and consultants of any private party receiving financial assistance for each 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 of the Agency for each Project; including preparation of required loan agreements, origination agreements, servicing agreements, Bond Resolutions or Indentures of Trust authorizing the issuance of such bonds, fixing the date, denominations, numbers, maturity -and interest rates, providing the form of the bonds and authorizing their execution, authentication and registration; ;_rtifying the terms and conditions upon which the same are to be issuad; providing for the setting up of special funds for the disposition of proceeds of the sale of the bonds, includng 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 bcndholders; 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. Ar-plication for any Internal Revenue Service or other rulings necessary to assure tax-exempt status 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 ether transactions relating to the Project, and stating that interest on the bonds is exempt from federal and state personal income taxation (sabject to certain required qualifications which are customary with respect to the concerned financing), which opinion shall inure to the benefit of the purchasers of the bonus. F. Any and all legal consultation requested j the Agency concerning the bonds or the financing of any Project at any time after delivery of the bonds. G. Such other and further services as are normally performed by bond counsel. H. Attorneys will not be responsible for the preparation or content of the official statement prepared by the underwriter or consultant to the Agency 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 Agency officials, staff, underwriters and other consultants. 2. Compensation. For the services of Attorneys listed in Section 1, the Agency will pay Attorneys a fee equal to one percent (1%) of the first $1,000,000 principal amount of bonds, plus one-half of one percent (1/2 of .1%) of the next $4,000,000 principal amount of bonds, plus one -quarter of one percent (1/4 of 1%) of the next $5,000,000 principal amount of bonds, plus one -eighth of one percent (1/8 of 1%) of the principal amount of bonds in excess of $10,000,000. In addition, for each Project the Agency 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 by Attorneys hereunder with respect to such Project. Payment of said fees and expenses to Attorneys shall be due upon the issuance of bonds and the delivery of the proceeds thereof to the Agency, and said fees and expenses shall be p.a able solely from the proceeds of the bonds and from no other funds of the Agency of the City of Huntiogton Beach 3, Responsibilities of the Agency. The Agency shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Agency, or other deemed necessary by Attorneys to ,ender an opinion upon the validity of such proceedings. All costs an.. ,xpenses- incurred incidental to the actual issuance and delivery 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 delivery, 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 by the Agency 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 'Agency, become its property and shall be delivered to it by Attorneys. 5. Prior Authorization. Prior to incurring out-of-pocket expenses under paragraph 2`whicb Et Geed $50 for any cost item, Attorneys will obtain prior appro t from. Agency as a condition of reimbursement. In performing :.cgal services under this agree- ment, Attorneys shall work under the direction and control of the City Attorney and shall not render additional legal services other than those specified in this agreement without the advance concurrence of the City Attorney. 3 C. Subsequent Opinions. In the event that the legal opinion to be provided pursuant to paragraph 1 (E) of this agreement is deemed not sufficient or not adequate by any underwriter of the mortgage revenue bonds to be issued, any costs or fees attributable to obtaining a collateral or• additional opinion shall be borne by Attorneys and deducted from the compensation otherwise due Attor- neys under this agreement. (. Nondiscrimination. Attorneys agree that in the per- formance of the terms of this agreement, they will not engage in, nor permit their agents to engage in, discrimination in employment Of persons because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, mapital status, or sex of such persons, except as provided in Labor Code Section 1420. Violation of this provision may result in the imposition of penal- ties referred to in Division 2, Part 7, Chapter 1 of the Cali- fornia Labor Code. 8. Indemnification, Defense, Hold Harmless. Attorneys shall defend, indemnify and hold harmless Agency, its officers, agents and employees, from and against any and all liability, judgments, damages, costs, losses, claims, including Workers' Compensation claims, and expenses resulting from or connected with Attorneys' negligence or other tortious conduct in the performance of this agreement. 9. Workers' Compensation. Attorneys shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 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, r'�mands, payments, suits, actions, proceedings and judgments of every nature and description, including attorneys' ' fees and costs, presented, brought or vecovered 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 Attorneys under this agreement. 10. Independent Contractor. It is further understood and agreed that Attorneys are, and shall be, acting at all times as independent contractors herein and not as employees of Agency. Attorneys shall secure at their expense, and be responsible for any and all payment of income tax, social security, state dis- ability in.urance compensation, unemployment compensation and payroll deductions for Attorneys and their officers, agents and employees and all business 13censes, if any, in connection with the services to be performed hereunder. 11. It is understood that Attorneys are insured agr.inst errors and omissions in the amount Of $5,000,000 aggregate cover- age. Attorneys Shall keep said policy in force during the term of this agreement and provide Agency ,with a certificate of insura;ce evidencing current coverage. i IN WITNESS WHEREOF, the Agency and Attorneys have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF , HUNTINGTON BEACH 0 By Chai man ATTEST _ Secretary JONES HALL HILL & WHITE, APPROVED.: A PROFESST ONAL LA RPORATION Y//J/" _. CHARLES W. THOMPSON ` Officer City Administrator APPROVED: By Sarretary Director, Business and Industrial Enterprise APPROVED AS TO LEGAL FORM ONLY AND NOT AS TO CONTENT OR PROCEDURAL PROPRIETY.i, x �u C GAIL HUTTON City Attorney A � ez ,X •RAC I ECITY C U CI � C'I �V .� l 5'ia r f Date March In- M2 a�oynx Submittedto: Honorable Chairperson and Redevelopment Aga cy Y Submittedby: Charles W. Thompson, City Administrator Prepared by: Tom Tincher, Director of Business and Industrial En'terprisec .subject: CONTRACT FOR BOND COUNSEL SERVICES WITH JONES HALL HILL & WHITE Statement of issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: STATEMENT OF ISSUE: On March 1, 1932, the City Council, sittin• .; the Redevelopment Agency, selected the firm of Jones Hall Hill & White to prox•ci bond counsel services to the Redevelopment Agency. Also at that time, the Agency authorized staff to nego- tiate a contract with the firm; attached is that contract. RECOMMENDATION: Approve and authorize the City Clerk to execute the attached agreement f;r bond counsel services with the firm of Jones Hall Hill o. White. ANALYSIS: At its meeting of February 1, 1982, the Redevelopment Agency established seven areas to be designated as survey areas for study as potential redevelopment areas. Subsequent to that action, staff presented to the Agency -for its consideration the necessity to procure consultant assistance to proceed with the required planning. Staff recommended that the Agency contract for bond counsel services with Jones Hall Hill & White, which was approved at that time. The attached agreement with Jones Hall Hill & White will procure -the required assistance for the Agency, and the firm will provide the following basi services: 1. Attorneys shall perform all services necessary for the issuance of Agency's bonds for commercial, owner -occupied residential and rental - residential projects. 2. Consult with the Agency's attorneys, financing consultant and .all others necessary to bring a bond issue to market. 3. Preparation of ail legal proceedings that will result in the delivery of the bonds for market. 4. Application for tax exempt status of all bonds. 5. Providing a legal opinion approving the l3gality of all proceedings. P10 4/G1 7�mw� In addition to these basic services, the attorneys will cooperate if necessary witl; the underwriter and all other entities providing services in the prepara- tion of the bond issue to complete the official statement, including the descrip- tion of the bonds. The attached agreement also contains the City's standard provision for compliance with non-discrimination, indemnification, defense and hold harmless, worker's compensation and the requirement for$5,000,OOOaggregate coverage insurance policy for errors and omissions. This ageement may be terminated by the Agency at any time by giving written notice to the attorneys. Should the agreement be terminated by the Agency, all documentation prepared to the point of termination shall be - core the property of the Agency. FUNDING SOURCE: All fees for services and out-of-pocket expenses specified in the agreement will be paid solely from the proceeds of any bond issue sold. ALTERNATIVE ACTIONS: The procurement of bond counsel services -is essential to the continuing progress of the proposed redevelopment plan. ATTACHEMENTS: Contract with Jones Hall Hill & White. CWT:TT:SVK:jb A REQUESWFOR CITY C UNCI ACTION l Date March 10.1Q82' Submittedto: Honorable Chairperson and RedevelopmenZAge cy ai Subrmitteslby: Charles W. Thompson, City Administratol Prepared by: Tom Tincher, Director of Business and Industrial`Ei terprise Subject: CONTRACT FOR BOND COUNSEL SERVICES WITH JONES HALL HILL & WHITE Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments, STATEMENT OF ISSUE: On march 1, 1982 the City Council, sitting as the Redevelopment Agency, selected the firm of Jones Hall Hill & White to provide bond counsel services to the Redevelopment 1:gency. Also at that time, the Agency authori-ed staff to nego- tiate a contract with the firm; attached is that contract. RECOMMENDATION: Approve and authorize the City Clerk to execute the attached agreement for bond counsel services with the firm of Jones Hall Hill & White. ANALYSIS: At its meeting of February 1, 1982, the Redevelopment Agency established seven areas to be designated as survey areas for study as potential redevelopment areas. Subsequent to that action, staff presented -to the Agency for its consideration the necessity to procure consultant assistance to proceed with the required planning. Staff recommended that the Agency contract for bond counsel services with Jones Hall Hi'l & White, which was approved at that time. The attached agreement with Jones Hall Hill & White will procure the required assistance for the Agency, and the firm will provide the fo7'owing basi services: 1. Attorneys shall perform all services necessary for the issuance of Agency's bonds for commercial, owner-occupiedresident'-1 and rental - residential projects. 2. Consult with the Agency's attorneys, financing consultant and all t others necessary to bring a bond issue to market. 3. Preparation of alllegal proceedings that will result in the delivery of the bonds for market. 4. Application for tax exempt status of all bonds. 5. Providing a legal opinion approving the legality of all proceedings. t pace VO f r In addition to these basic services, the attorneys will cooperate if necessary with the underwriter and all other entities providi'~ng services in the prepara- tion of the bond issue to complete the official statement, including the descrip- tion of the bonds-. The attached agreement also contains the City's standard provision for compliance with non-discrimination, indemnification, defense and hold harmless, worker's compensation and the requirement for$5,000,()OOaggregate coverage insurance policy for errors and omissions. This agreement may be terminated by the Agency at any time by giving written notice to the attorneys. Should the agreement be terminated by the Agency, all documentation prepared to the point of termination shall be- come the property of the Agency. FUNDING SOURCE: All fees for services and out-of-pocket expenses specified in the agreement will be paid solely from the proceeds of any bond issue sold. ALTERNATIVE ACTIONS: The procurement of bond counsel services is essential to the continuing progress of the proposed redevelopment plan. ATTACHMENTS: Contract with Jones Hall Hill & White. t CWT:TT:SVK:jb