HomeMy WebLinkAboutTIMOTHY J. SABO - 1984-12-03 � - CITY OF HUNTirsjGTON BEACH
�= 20DO MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
August 8, 1985
Timothy J . Sabo, Attorney at Law
5.0.55 Topanga Canyon �100
Woodland Hills , CA91367
The Redevelopment Agency at its meeting held December 3, 1984
approved an agreement with your firm for bond counsel services
in connection with commercial development bond proceedings.
Enclosed is a duly executed copy of said agreement together with
a copy of the Certificate of Insurance which you submitted.
ALICIA M. W-E-fiTWORTH, CITY CLERK
By:_
ronnia Brockway, Depu
A4W:cb
enc.
cc: Steve Kohler - Redevelopment
Robert Sedlak - Finance Department
(T @N p hon v: 716-5 3"2771
20'63
1O Doug_Ld8e1:IE Dep—Di rector Dose 6J27��5
Redevelopment
by Council
The att4chgd contract was approved/l2j3/811 and i,as
not__Yeheen EX �rted because Mr. Sabu has not provided
.insurance as nequired by_...the contract. Many efforts--^
. e been.made_a-s-ynu man seejy�he�3#: L�]e.L� he
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iS rpqliired to hax`five_million_and ..thy jssaujje_a
hit � sci�though -4,ou_mi.ght-he_.ahle, to rQcn1Ye the
---pr_obleID.so-tile -contract ran_i:inal.lyrbe_execu.ted-
PLEASEE REPLY TO Sq;neo _ +�
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CITY OF HUNTINGTON BEACH
2000 MAIN STREET CAL`IFORNIA 92648
ROUSING AND-COM"A UNIT Y DEVELOPMENT
May 13, 1985
h1 r. Timothy J. Sabo
Timothy J..Sabo Professl6h8l Corporati6h
. 5855`Topanga Canyon Boulevard, Suite 100
Woodland Hills, California 91367
SUBJECT: INSURANCE CERTIFICATE AND INDEM LAITY AGREEMENT - OLYM PIC
COMMERCE PARK
Dear M r. Sabo:
As you know, approximately six months ago the City,Council/Redevelopment Agency.
approved a contract to procure the services of your firm to serve Rs Bond Counsel on the
subject project. To date, this contract has not been executed and is not a valid and
binding contract since we are still awaiting the required Insurance..Certificate
doe-umenting the limits of insurance which your firm provides. While we have been
continuing to proceed with the Olvmpic Commerce Park financing, I will be unable to
forward the financing documents to the City Attorney for review and approval until such
time as you have filed, with this office, the appropriate Insurance Certificate.
Approximatel; two months ago we provided, to your office, a copy of an "Indemnity
Agreement" through which the project sponsot• agrees to post a 521000 deposit with the
cite which may be used to cover out-of-pocket expenses incurred in the preparation of the
financing,,which will be credited toward the one-half of one percent issuance fee, should
the issue close. As of this date, I have not yet received an executed copy of this
agreement and the required depcsit.
I look forward to working with you and your firm on finalizing the financing for Olympic
Commerce Park. However, it will be necessary for the procedural steps outlined above to
be completed before we may make significant additional progress. I appreciate your
attention to.these matters at your earliest convenience. If you should have any questions
or requite additional infc.motion, please do not hesitate to contact me at the number
below.
Very truly rs,
oho
r
Sr. Comrnui1 y evelopment Specialist
SV sar
xc:f Connie'Brockway, Deputy City Clerk.
Telephone (714) 536.5542
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CITY OPHUNTINGTON-BEACH
'�� .vM11iy1..n ...�.•txxrlRa .,-..,,,, *at�scrr.r: White City
.,Attorney
REGUFST FOR`LEGAL SERVICES Canary CCtty clerk?,
'.q Pink;.';• , City Adminlstraior
Goldenrod Departmental
tit". NGTON StACF1
Date' Request Made By Department
July 2, .,,1985 Stephen V. Kohler Housi jig & Community Development
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INSTRUCTIONS: Pile request'in the City Atto.rney's Office as soon as possible. Print or type facts necessary for City Attorney.Ora-
lit e'fly reasons for the request. Attach'all'ititormatinn and exhibits pertinent to the subject.
Type of Legal 5eririce Requested:
Draft latter & correspondence.
I I Ordinance [ ] Insurance [X� Other --.-
[ ! Resolution ( j Bonds
Contract/Agreement I 1 Opinion All exhibits must be attached,or this request will be'returned to you.
r 1 Exhibits Attached
of
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CITY- OF HUNTINGTON BEACH
20400'MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
• j
y
April 129 1985
Timothy, d. Sabo. Professional Corporation
5855 Topanga Canyon Blvd. , Suite 100
Woodland Hills, CA 91367
RE: Bond Counsel for Redevelopment Agency
The ,agreement between your firm and the City of Huntington Beach
cannot be executed by the Mayor and City Clerk until we receive
the required certificate of insurance.
.We have enclosed a certificate of insurance form for your use
together with a copy of a portion of your agreement which
requires this insurance coverage.
ALICIA M. WENT1 0RTH, CITY CLERK
BY: Connie Brockway
Deputy
XV:CB:bt
ITelophonee 714-636-52271
fir,Tlicvro; CERTIFICATE OF INSURANCE Appror+dastoForm:
I:11} of Iluntingtnn Beach TO Gail Hutton,City Attorney
Ins. \ R►•n. l)(fic�, •_ �
CITY`OF HUNTINGTON BEACH, CALIFORNIA
Iluntinrtun Ifr,u•I►, CA 92648 A MUNICIPAL CORPORATION
This is to certify that the policies of insurance as described below have beeniatuod to the insured by the undersigned and are in force
at this time. If thise policies are cancelled or changed in'such o manner that will affect this certificate, floe insurance company agrees
to give 10 days prior written notice, by mail,to'City if.Huntington Boacht P. 0, Box 711, Huntington,rReech,G lifornia 92648. ALL
ITEM-3 MUST BE COMPLETED, ANY DELETIO'd"OR'CHANGE IN THIS FORM SHALL 4GNED AND ,DATED BY AN
AUTHORIZEO'REPRESENTATIVE`OF j'HE INSURANCE COMPANY AND MUST BE AP OVED IN WRITING BY T CITY
ATTORNEY.
Name of Insured
Timothy. J. Sabo, Att:y at. Law
Address of Insured 5855 Topanga Cyn #100, Woodland Bills, CA 91367
..r
Location of Work or Operations to be performed Ifunti tloto1l Seachc CA1ifornia
DeA-c4Ntiurt of Work or Operations
A'i'E LIMITS OF LIABILITY NAME OF COMPANY -
POLICIES IN FORCE POLICY NO. Effective Expiration In rhouundi(0001
GENE9AL LIABILITY ^irst State Ins. Co.
( ) COMPREHENSIVE FORM 00005559 ) 2/3/8 5,000 Q00. xtt � I,anrITfc
l l PREMISES—OPERATIONS S t_ CSL
Each Occurance
( j EXPLOSION AND, lu, 300,000.
COLLAPSE HAZARD
Aggregate
( 1 UNDERGROUND HAZARD
( J PRODUCTS COMPLETED
OPERATIONS HAZARD
( I CONTRACTUAL
INSURANCE
( ( BROAD FORM
PROPERTY DAMAGE
I 1 INDEPENDENT
CONTRACTORS
( j PERSONAL INJURY
AUTOMOBILE LIABILITY
1 ) COMPREHENSIVE FORM
i 1 OWNED S CSL
Each Oecuranee
( j HIRED
( j NON-OWNED
EXCESS LIABILITY
( J LMBRELLA FORM S
i 1 OTHER THAN
UMBRELLA FORM
WORKERS*COMPENSATION State Compensation
and 579231-85 211186 Insurance Fund
EMPLOYERS' LIABILITY
Additional Insured Endorsement:
The insurer agrees that the City of Huntington Beach and its City Council, and/or all City Council appointed groups, committees,
commissions, boards and any other City Council appointed body, and/or elective and appointive officers, servants or employees of the
City of Huntington Beach, when acting as such are additional insureds hereunder, for the acts of the insured,and such insurance shall
be primary to any insurance of the City of Puntington Beach, as their interest may appear.
Date AUTHORIZED REPRESENTATIVE OF 1NSUHANCE COMPANY
INSURANCE COMPANY t' iiF By
Na"w Addrva'-"
Addrea City
��.
4 f, Qr,,6
City Telephone C
HOLD HARMLESS AGREEMENT
: Ito be executed by insured)
The insured • -.agrees to protect, defend, indemnify, save, and hold harmless the City of Huntington Beach its
c:tficars, agents, and employees against my liability, loss, damage, cost, or expense by reason of any and all liability, suit%, claims,
dem,inds, judgments and cause: of action Gsuted by insurtd, his employees,agents or any subcontractor or by any third patty arising
out of ur in consequence of the performance of all or any operations or activity for which this certificate of insurance is furnished.
•(1) Sole Proprietorship (2) Partnership (3) Corporation (4) Other (start)
HOLD HARMLESS SIGNED: By lnsured: Title
(All nam"i ha_"be printed at typed
below each signature.) By Insured: _._✓.,_____,.,Title
It Cvporatior,.TWO Officers must sign,tw p.-=.t se.d.;n-ca of authorization to bind Corporation.
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B AN` AGREEMENT...BETWEEN,THE, REDEVELOPMENT WAGENCiLY'`
OF THE4CITY OFa4.HUNTINGTON .;BEACH AND.4TIMOTHY J'. .'SABO,.14 ,
'A PROFESSIONAL LAW CORPORATION4,XOR,,,BOND COUNSEL.-SERVICES
IN CONNECTION WITH COMMERCIAL DEVELOPMENT BOND PROCEEDINGS
THIS AGREEMENT is made and entered into this 3 day
of , 19 by and between the REDEVELOPMENT
AGENCY OF THE CITY OF HUNTINGTON BEACH , (hereinafter referred to
as "AGENCY" ) , and TIMOTHY J. SABO, A prufessional law corporation ,
(hereinafter referred to as "ATTORNEYS") .
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 rev^nue bonds pursuant to the
California Community Redevelopment Law ; and
In order to finance said projects (hereinafter referred to
as "PROJECT (S) ") the AGENCY relquires the advice and assistance of
bond counsel ; and
The AGENCY 'has determined that ATTORNEYS are qualified by
training and experience to perform the services of bond counsel,
and 'ATTORNEYS are willing to provide such services; and
The public interest, economy and general welfare will be
served by this Agreement;
NOW, THEREFORE , it is agreed by AGENCY and ATTORNEYS as
follows :
1 . DUTIES OF ATTORNEYS
l
ATTORNEYS shall do , carry out and perform all of the
following services as are necessary For the issuance of bonds or
other obligation of the AGENCY for each Commercial 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 o- the
AGENCY for each PROJECT; including preparation of
required loan agreements , origination agreements ,
servicing agreements , Bond Resolutions or Indentures of
2 .
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;
certifying -the terms and conditions upon which the same
are to be issued; providing for the setting up of
special funds for the disposition of proceeds of the
sale of the bends , including creation of a reserve
fund, if any, and such other funds as may be advisable,
and providing all other details in connection
therewith, including special covenants and clauses for
the protection of the interests of the bonuholders ;
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 cf all other proceedings
incidental or in connection with the issuance, sale and
delivery of bonds for the PROJECT.
C. Application 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
3 .
federal) 'or no-actio"n letters from the Securities
Exchange Commission and California Corporations
Co !mission.
E. Upon completion of proceedings to the satisfaction
of ATTORNEYS , providing a legal opinion unqualifiedly
approving in all regards the legality of all
'proceedings for the authorization , issuance and
delivery of bonds and all other transactions relating
to the PROJECT, and stating that interest on the bonds
is exempt from federal and state personal income
taxation (subject to certain required qualifications
which are customary with respect to the concerned
financing) , which opinion shall inure to the benefit of
the purchasers of the bonds .
F. Any and all legal consultation requester by 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 rot 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
4 .
ATTORNEYS ' knowledge , and to participate in customary
due 'diligence inquiry with AGENCY officials , staff,
underwriters and other consultants .
2. CiMPENSATION
For the services of ATTORNEYS listed in Section 1 , the
AGENCY will pay ATTORNEYS a fee equal to one percent (1%) of the
first two million dollars ($2 , 000, 000) principal amount of bonds ,
plus one--quarter of one percent ( 1/4%) of the principal amount in
excess thereof for each series or issuance. These fees are
contingent upon the successful sale and delivery of the tax exempt.
obligations .
In addition, for each PROJECT the AGENCY shall pay to
ATTORNEYS all direct out-of-pocket expenses for travel , messenq er
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 t:lereof to the AGENCY, and said fees and Pxpenses shall
be payable solely from the proceeds of the bonds and from no other
funds of the AGENCY OF THE CITY OF HUNTINGTON BEACH .
3 . RESPONSIBILITIES OF 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 render an
5 .
opinion upon the validity of such proceeding.. All costs and
expenses incurred incidental to the actual issuance and delivery
of bonds , inclu:ling 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 Section
2 which exceed fifty dollars ($50) for any cost item, ATTORNEYS
will obtain prior approval from t.;ENCY as a condition of
reimbursement . In performing legal services under this Agreement,
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.
6.
6 . SUBSEQUENT OPINIONS
In the event that the legal "opinion to be provided
pursuant to Section 1 , Sub-Section E, of this Agreement i's deemed
not sufficient or not adequate by any underwriter of the 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 ATTORNEYS under this
Agreement.
7 . NON-DISCRIMINATION
ATTORNEYS agree that in the performance 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 , rEl4.nious creed , color , national origin , ancestry , physical
handicap, medical condition , marital status , or sex of such
persons , except as provided in Labor Code §1420 . Violation of
this provision may result in the imposition of penalties referred
to in Division 2 , Part 7t Chapter 1 of the California 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.
7.
a
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 an'd 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 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 disability insurance
compensation , unemployment compensation and payroll deductions for
ATTORNEYS and their officers , agents and employees and all
business licenses , if any , in connection with the services to be
performed hereunder .
6 .
11 . It is understood that ATTORNEYS are insured against
'errors and omissions in the amount of Five million dollars
($5, 000, 000) aggregate coverage . ATTORNEYS shall keep said policy
in 'force during the term of this Agreement and provide AGENCY with
a certificate of insurance evidencing current coverage.
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
ATTORNEYS : TIMOTHY J . SABO, REDEVELOPMENT AGE14CY OF THE
A professional corporation CITY OF HUNTING^TON BEACH
By s-+ LV:
'Ids
cer Chairman
By
Secretary
ATTEST: APPROVED AS TO F RIM:
Agency Clerk a� „ Agency Atto ney .��•-`1�-' ,
`
REVIEWED AND APPROVED: LrIATED AND APPROVED:
Chief Executive Officer Director of Redevelopment
AJF:mf
11/20/89
9 .
REQUEST �`R REDEVE Of'MENT AGENCY 'A N '�' 84-�9
f �
Date
November 8, 1984
Submitted to: Honorable Chairman and Redevelopment Agency Members
f �.Gx
Submitted by: Charles W. Thompson, Chief Executive Officer tSt�
Prepared by: Douglas N. LaBelle, Deputy. Director of Redevelopment
t
Subject: CONTRACTUAL AGREE14ENT: REDEVELOPMENT AGE14CY AND
TIMOTHY J. SA BO, BOND COUNSEL
Statement of Issue, Recomiineridation, Analysis, Funding Source, Alternative Asti , A ments:
STATEMENT OF ISSUE:
On November 5, 1984 , the Redevelopment Agency approved an inducement resolution
to facilitate the provision of tax exempt financing for 01ym1Jc Commerce Park.
Hancock Development Company, sponsor of this project, has requested that
Timothy J. Sabo act as bond COLnsel on this financing. Attached is a proposed
contract with this firm is prepared by the City Attorney's office.
RECOMMENDATION:
Approve and authorize the Clerk to execute the attached contract between the
Redevelopment Agency of the City of Huntington Beach and the law offices of
Timothy J. Sabo as bond counsel for vlympic Commerce Park:.
ANALYSIS:
While the City and Redevelopment Agency maintain standing contracts for bond
counsel services, these agreements provide that at the request of a project
sponsor and the concurrence of staff and the City Attorney's office, additional
firms may also be used to provide these services. -he sponsor of Olympic Commerce
Park has made such a request and further the Agency's usu,-A bond counsel firm
has a full calendar for the balance of this year. It is recommended thet for
this transaction the Agency contract with the offices of Timothy J. Sabo as
bond counsel .
AL'I ERNATIVES:
Do not approve the attached contract.
FUNDING SOURCE:
Bond counsel fees to be paid frcm the proceeds of the bond issue. If no issue
is sold, there E no Agency liability.
ATTACHMENTS:
Contract between Redevelopment Agency and Timothy J. Sabo.
CWT/SVK:lp .
Plo 4181