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HomeMy WebLinkAboutJONES HALL, Attorneys at Law - 1998-12-07AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND JONES HALL, ATTORNEYS AT LAW, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION BONDS Table of Contents Section Page I Employment 1 2 Fees . 1 3 Reporting 2 4 Termination 2 5 Hold Harmless 2 6 Independent Contractor 3 7 Workers' Compensation 3 8 Professional Liability Insurance 3 9 Certificates of Insurance 4 IO Responsible Attorney . 5 11 Delegation 5 12 Modification 5 13 Agency Employees and Officials 5 14 Immigration 5 15 Nondiscrimination 5 16 Notices 6 17 Entire Agreement 7 SF-Mgme:Q&T 1019 11,21,98•#1 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND JONES HALL, ATTORNEYS AT LAW, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION BONDS THIS AGREEMENT is made and entered into this 7t:h day of December , 1998, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("Agency') and Jones Hall, Attorneys at Law ("Legal Counsel"}. WHEREAS, Agency desires to employ bond counsel in connection with the issuance of the Huntington Beach Redevelopment 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 1. Employment. Agency hereby employs Legal Counsel and Legal Counsel hereby accepts such employment to serve as bond counsel for the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds (the "Bonds'). In serving as bond 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 bond counsel shall be contingent upon the issuance of the Bonds. The fee shall be determined according to the following schedule: SF-Mgreellf-1029 11/21'98 - Nl k1.✓ Principal Amount 56,000,000 or less $10,000,000 to $20,000,000 Fee %2% of principal amount $30,000 plus 1/4% of the principal amount in excess over $6,000,000 In addition, costs shall not exceed Two Thousand Five Hundred Dollars ($2,500.00). 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 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. Bold Harmless. Legal Counsel shall protect, defend, indemnify and hold harmless the City of Huntington Beach, the Redevelopment Agency of the City of Huntington Beach, the Huntington Beach Public Financing Authority, and their officers, officials, employees and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with Legal Counsel's performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Huntington Beach, the 2 SF-98ftrec 1i-1029 11123/98 - #1 �Id Redevelopment Agency of the City of Huntington Beach, or the Huntington Beach Public Financing Authority. SECTION 6. 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 7. Workers' Compensation. Legal Counsel shall comply with all of the provisions of the Workers' 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 Iaws 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. SECTION & 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 S 1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: 3 SF-Mgme:M-1029 11/23/98 - # 1 Lit 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 $250,000. SECTION 9. 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 currently in force. 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 4 SF-98Agrcc:J 11-1029 11/23/98 - #I ME policies of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. SECTION 10. Responsible Attorney. Legal Counsel hereby appoints Charles F. Adams as the attorneys primarily responsible for the services rendered hereunder. Primary responsibility for the work shall rest with Charles F. Adams, and no work will be assigned to attorneys within the firm without the written consent of the Agency Attorney. SECTION 11. 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 12. 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 13. 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. SECTION 14. 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 S U.S.C. § 1324a regarding employment verification. SECTON 15. 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. 5 SF-98AgreeaH-1029 11P 3..3M -#1 SECTION 16. 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: Charles F. Adams, Esq.. ]ones Hall 650 California St., 18`h Floor San Francisco, CA 94108 (415) 391-5780 (415) 391-5784 SECTION 17. 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. 6 SF-98Agme:111-1029 11, 23/98 - p 1 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. JOKES HALL, Attorneys at Law By - General Pa ner REVIEWED AND APPROVED: City Adginistrator of the City of Huntington Beach 7 SF-98Agr" J1I-1629 11R3198 - #1 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairperson ATTEST: Secretary APPROVED AS TO FORM: r .LS Agency Attorney 7` L-Z I-01 it�1 INITIATED AND APPROVED: It &'w '4 - &40 'rector of Econom Development EXHIBITA SCOPE OF SERVICES FOR HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION BONDS Scope of Services. Legal Counsel will confer and consult with Agency staff, its financial advisor, disclosure counsel and other consultants on all matters relating to the Bonds. Legal Counsel will attend all meetings of the Agency's staff, consultants and underwriter at which the financing is to be discussed and analyzed for successful completion of the financing. Legal Counsel is available to engage in these services according to the Agency's time schedule. Legal Counsel will prepare all agreements, resolutions, notices, bond forms and all other legal documents required by Cali fornia law for the execution, sale and delivery of the Revenue Bonds. Legal Counsel shall assist in presenting information to bond rating organizations and municipal bond insurance companies. Legal Counsel shall participate and assist the Agency's staff, disclosure counsel, financial advisor and/or undemriter in the preparation and review of an official statement and other disclosure documents to be used in connection with the offering and sale of the Bonds, including rendering an opinion to the Agency, which address the accuracy and completeness of the descriptions of legal documents, the Bonds, and the tax -exemption of interest on the Bonds. Subject to completion of the financing to Legal CounseI's satisfaction, Legal Counsel will issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Bonds or other transactions relating to the financing and that interest paid with respect to the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax. Legal Counsel will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. Legal Counsel shall prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany the issuance of the Bonds. Finally, Legal Counsel will confer and consult with Agency officials with respect to questions or problems which may arise during the period of servicing and payment of the Bonds and provide any and all other services commonly expected of bond counsel. SF-Mgree:111- 1019 11,7-"8 - #2 A �4CIORD, CERTIFICA �PAMUCErt CALENDER-ROBINSON CO., INC. 785 MARKET ST. 0750 SAN FRANCISCO, CA 04103 (415) 978-3800 FAX (415) 978-3825 c OF INSURANCE l.J ISSUE DATE ocr z 96 —Cert# 5282 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. JONES HALL, A PROFESSIONAL LAW CORPORATION 650 CALIFORNIA STREET 91800 SAN FRANCISCO, CA 94108 mrrur T A KEMPER INSURANCE COMPANY B TIG INSURANCE CO. COMPANY C REPUBLIC INDEMNITY COMPANY D Lvvr`rv�vc.V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER OXUMENT WITH RESPECT TO WHICH THIS CERTIFICATE: MAY BE ISSUED PERTAI4, THE INSURANCE AFFORDED BY THE POLIO ES DESCRIBED HEREIN IS SUBJECT TO A-L THE TERMS, EXCLUSIONS AhO CONDITIONS OF SUCH POLICIES. LIMITS HAVE BEEN REDUCED BY PAID CLAIMS. OR MAY SHOWN MAY :D POLIC1rEFFErTME POLICY EXPIRATION TR 1 TYPE OF INSURANCE POLICY NUMBER 1 DATEDATE� OAS ��M LIMITS GENERAL LIABILITY OENERALAGGREGATE S 1,000.000 COMMERCIAL GENERAL LIABILITY 3MG77166300 OCT 1 f8 OCT 199 PRODUCTSCOMPIOPAGG. i 1.000.000 LAIMS MADE �7t^I OCCUR PERSONAL i ADV INJURY i excluded A OWNER'S i CONTRAC�TTO—R'S1I PROT. EACH OCCURRENCE i 7,00D,000 IHCLUCESABRITY OF CLAUS INTEREST CLAUSE FIRE OAMAGEWV One Fro)i 3DO,000 EISEApE'A fRi;y om rorsmj i , - r I I I AUTOMOBILE LIABILITY COMBINED SINGLE iIMtT >) 1,00Q,000 ANY AUTO 3MG771663 00 OCT 198 OCT 199 ALL OWNED ALTOS BODILY INJURY SCHEDULED AUTOS (Per P~j i A HIRED AUTOS BODILY INJURY i NON-MWED AUTDS (Par Aae *01 PROPERTY DAMAGE i GARAGE LIABILITY AUTO ONLY-EAAC;CIOENr is ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT i AGGREGATE i B -x VUMBRE:LLA FORM TXL 04-37949814 OCT 1 98 OCT 199 EACH OCCURRENCE i 1,000.000 AGGREGATE THER THAN UMBRELLA FORM I WORKER`S COMPENSATION AND - STATUTORYLMMIiS EMPLOYERS' LIABILITY 131905-2 APR 193 APR 199 EACH ACCIDENT C PAR7�NEORSM-xECUTNE EXC DI�FX�EE3 FiE i�L�VE IT s 1.000.DDO CFFICERSARE: EXCL i 1,000,000 01HER U C:I,.�iY I W ti Ut IJYt,(A I IL f�SLU[-A i iU'ISIYtI-N:6 V G3i,Yti.WL 11 tMJ APPROVED AS TO FOR' I GAIL HUTTON, City A'torney By. peputy C'y as =11I9 y CERTIFICATE HOLDER AS ADDITIONAL INSURED " CAELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED30 BEFORE THE WILL MAX THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, WRITTEN NOEMRATNTICE TO THE CERTIFICATE HOLLDERATE THEREOF. THUINGPNAMED TO THE LEFT. DAYS AGENTS, & EMPLOYEES 2000 MAIN STREET - 4TH FLOOR HUNTINGTON BEACH. CA 92648 1aD NO CE OF CANCELLE7 IES FOR NON-PAYMENT OF PREMIUM ATTN: SCOTT F. FIELD I `�' " DEPUTY CITY ATTORNEY U C:I,.�iY I W ti Ut IJYt,(A I IL f�SLU[-A i iU'ISIYtI-N:6 V G3i,Yti.WL 11 tMJ APPROVED AS TO FOR' I GAIL HUTTON, City A'torney By. peputy C'y as =11I9 y CERTIFICATE HOLDER AS ADDITIONAL INSURED " CAELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED30 BEFORE THE WILL MAX THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, WRITTEN NOEMRATNTICE TO THE CERTIFICATE HOLLDERATE THEREOF. THUINGPNAMED TO THE LEFT. DAYS AGENTS, & EMPLOYEES 2000 MAIN STREET - 4TH FLOOR HUNTINGTON BEACH. CA 92648 1aD NO CE OF CANCELLE7 IES FOR NON-PAYMENT OF PREMIUM ATTN: SCOTT F. FIELD I `�' " DEPUTY CITY ATTORNEY -r* POLICY NUMBER: 3MG7766 00 `''COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, AGENTS, & EMPLOYEES 2000 MAIN STREET -- 4TH FLOOR HUNTINGTON BEACH, CA 92648 ATTN: SCOTT F. FIELD DEPUTY CITY ATTORNEY (If no entry appears above, information required to compl=te this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. Copyright, Insurance Services Office, Inc. 1984 C� AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND JONES HALL, ATTORNEYS AT LAW, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION BONDS Table of Contents Section Page I Employment 1 2 Fees . 1 3 Reporting 2 4 Termination 2 5 Hold Harmless 2 6 Independent Contractor 3 7 Workers' Compensation 3 8 Professional Liability Insurance 3 9 Certificates of Insurance 4 10 Responsible Attorney . 5 I1 Delegation 5 12 Modification .1 5 13 Agency Employees and Officials 5 14 Immigration 5 15 Nondiscrimination 5 16 Notices 6 17 Entire Agreement 7 SF-98Agree:Q&T 1019 11123193-01 , �7/%J� i 6 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND JONES HALL, ATTORNEYS AT LAW, FOR LEGAL SERVICES REGARDING HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION 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 Jones Hall, Attorneys at Law ("Legal Counsel"). WHEREAS, Agency desires to employ bond counsel in connection with the issuance of the Huntington Beach Redevelopment 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 1. Employment. Agency hereby employs Legal Counsel and Legal Counsel hereby accepts such employment to sen•e as bond counsel for the Huntington Beach Redevelopment Agency 1998 Tax Allocation Bonds (the "Bonds'). In serving as bond 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 bond counsel shall be contingent upon the issuance of the Bonds. The fee shall be determined according to the following schedule: SF-98AgmOH-1029 1112M -101 Principal Amount 56,000,000 or less 510,000,000 to 520,000,000 Fee %:% of principal amount 530,000 plus 1/4% of the principal amount in excess over 56,000,000 In addition, costs shall not exceed Two Thousand Five Hundred Dollars (52,500.00). 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 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. SECTION 5. HoId Harmless. Legal Counsel shall protect, defend, indemnify and hold harmless the City of Huntington Beach, the Redevelopment Agency of the City of Huntington Beach, the Huntington Beach Public Financing Authority, and their officers, officials, employees and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with Legal Counsel's performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such Ioss or damage which was caused by the sole negligence or willful misconduct of the City of Huntington Beach, the SF-98Ag-ce:JH-1029 .. �W Redevelopment Agency of the City of Huntington Beach, or the Huntington Beach Public Financing Authority. SECTION 6. 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 7. Workers' Compensation. Legal Counsel shall comply with all of the provisions of the Workers' 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. SECTION 8. 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: 3 SF-98AgrecJH-1029 IM"s-#1 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 $250,000. SECTION 9. 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 currently in force. 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 4 SF-98AgrccJH-1029 11/23/99 - M1 policies of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. SECTION 10. Responsible Attorney. Legal Counsel hereby appoints Charles F. Adams as the attorneys primarily responsible for the services rendered hereunder. Primary responsibility for the work shall rest with Charles F. Adams, and no work will be assigned to attorneys within the firm without the written consent of the Agency Attorney. SECTION 11. 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 12. 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 13. 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. SECTION 14. Immigration. Legal Counsel shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in I particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification. SECTON 15. 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. 5 SF-98AVe:JH-1029 1 1n3►98 - r l SECTION 16. 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: Charles F. Adams, Esq.. Jones Hall 650 California St., 18`h Floor San Francisco, CA 94108 (415) 391-5780 (415) 391-5784 SECTION 17. 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. h 6 SF-Mgme?H-1024 1112193 - #1 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. ]ONES HALL, Attorneys at Law General Partner REVIEWED AND APPROVED: City Administrator of the City of Huntington Beach 7 SF-98AgneM-1029 11/23/98 -#1 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairperson ATTEST: Secretary APPROVED AS TO FORM: r jj .LS Agency Attorney 7 till. INITIATED AND APPROVED: Director of Economic Development 1 EXHIBIT A SCOPE OF SERVICES FOR HUNTINGTON BEACH REDEVELOPMENT AGENCY 1998 TAX ALLOCATION BONDS Scope of Services. Legal Counsel will confer and consult with Agency staff, its financial advisor, disclosure counsel and other consultants on all matters relating to the Bonds. Legal Counsel will attend all meetings of the Agency's staff, consultants and underwriter at which the financing is to be discussed and analyzed for successful completion of the financing. Legal Counsel is available to engage in these services according to the Agency's time schedule. Legal Counsel will prepare all agreements, resolutions, notices, bond forms and all other legal documents required by California law for the execution, sale and delivery of the Revenue Bonds. Legal Counsel shall assist in presenting information to bond rating organizations and municipal bond insurance companies. Legal Counsel shall participate and assist the Agency's staff, disclosure counsel, financial advisor andlor underwriter in the preparation and review of an official statement and other disclosure documents to be used in connection with the offering and sale of the Bonds, including rendering an opinion to the Agency, which address the accuracy and completeness of the descriptions of legal documents, the Bonds, and the tax -exemption of interest on the Bonds. Subject to completion of the financing to Legal Counsel's satisfaction, Legal Counsel will issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Bonds or other transactions relating to the financing and that interest paid with respect to the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax. Legal Counsel will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. Legal Counsel shall prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany the issuance of the Bonds. Finally, Legal Counsel will confer and consult with Agency officials with respect to questions or problems which may arise during the period of servicing and payment of the Bonds and provide any and all other services commonly expected of bond counsel. SF-96A8ree:]H-1019 11 /23/99 - N2 l8 4-F�idcn��lr t:'rfyTmc � Council/Agency Meeting Held: 1-2-%1)9 r Deferred/Continued to: J Approved O Conditionally Approved O Denied C 2)�p.�.�City 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 &rjxc Xes,,f/o.98 93 we GstA.293 SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator owJ PREPARED BY: DAN T. VILLELLA, Acting Director of Administrative Services DAVID BIGGS, Director of Economic Development SUBJECT: APPROVAL OF TAX ALLOCATION BOND ISSUE Statement of Issue, Funding Source, Recommended Action, Altemative Action(s), Analysis, Environmental Status, Attachments) 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 12 93 , of the City of Huntington Beach approving the issuance of Tax Allocation Refunding Bonds by the Redevelopment Agency of the City of Huntin,qton 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 refu iUng of 1992 Tax Allocation Revenue Bonds, Loan Agreements, and approving related documents and actions. Not to exceed $11,000,000. *7 —� 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 law. 14pp" pe-d —o 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. Public Financing Authori : Adopt Resolution #�lZ , of the Huntington Beach Public Financing Authority approving documents and actions relating to partial refunding of the 1992 Tax Allocation Revenue Bonds. 9—o ` REQUEST FOR COUNCIL/REDEVELOPMENT 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. 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 Attomey's 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 law" protection that the contract would provide. Given the firm's size and experience, and the very low likelihood of the Agency defaulting on these bonds, the City Attorney recommends granting this exception. r' Environmental Status: Does not apply TaxAllocatlonRCA -2• 11=198 2:43 PM V REQUEST FOR COUNCILIREDEVELOPMENT AGENCY /PUBLIC FINANCING AUTHORITY ACTION MEETING DATE: December 7,1998 DEPARTMENT ID NUMBER: AS 98-033 Attachments 2. r 3. El! Resolution of the Redevelopment Agency Resolution of the Public Financing Authority Resolution of the City Council Contract Between the Redevelopment • Agency & Rod Gunn & Associates, Inc. Contract Between the Redevelopment Agency & Fulbright & Jaworski, Attorneys at Law. Contract Between the Redevelopment Agency & Jones Hall, Attorneys at Law. Preliminary Official Statement Indenture of Trust Escrow Deposit and Trust Agreement Notice of Intention to Sell Notice Inviting Bids Continuing Disclosure Certificate TaxAllocaticnRCA -2- 1112013 2:43 PM w w -^ jjff 0 19 jito CITY OF HLJNTINGTON BEACH 1 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK LETTER OF TRANSATITTAL OF ITFIIi APPROVED BI' TIIF CITY COVNCILI REDEVELOPMENT AGENCY OF THE CITY OF ITUNTINGTOti I3EACII DATE: TO:__ATTENTI0N:(�Ir1�/eys�c�d�,s ESg. Name 64-6 DEPARTDIENT: Street REGARDING: Tiri/a cr�tn City, state. Zip See Attached Action Agenda Item Date 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 ke Bonds Insurance -� RCA Deed Other CC:+ -- Name Department RCA Agreement Insurance Other Name Department� RCA Agreement Insurance Other � ✓ _ ./ Department N e 1/ RCA ✓ Agreement 6.4 � Insurance Other ✓ Name Department RCA Agreement Insurance other �r7 Risk df=Vrnent Dept. Insurance Received by Name - Company Name - Date Gfollowuplcoverltr (Telephone; 714-536-5227)