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HomeMy WebLinkAboutSTRADLING, YOCCA, CARLSON & RAUTH - 1985-03-04 CITE OF HUNTINGTONH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK April 29, 2985 Stradling, Yocca, Carlson h Rauth 660 Newport Centr Drive Newport Beach CA c '660-6401 The City Ccuncil of the City of Huntington Beach at its regular meeting held Monday March a, 1985 approved agreement with your firm for bond counsel, services in connection with multi-family financing and bond proceedings. Enclosed is a duly executed copy of said agreement together with a ccpy of the Certificate if Insurance which you submitted, Alicia M. Wentworth City Clerk AMIW:CB:js Enr_I inure ITelephone:71453"2V) o• --e r e ISSUE DATE(MMIDDfY) a' PRODUCER THIS CERTIFICATE iS ISSL'-z'D AS A M'.CTFR OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, Egloff Insurance Agency EXTEND OR ALTER THE COVERAGE AFfORJED BY THE POLICIES BELOW. 9720 Wilshire Blvd. , Suite 504 - COMPANIES AFFORDING COVERAGEBeverly Hills, CA 90212 _ COMPANY LETTER Pacific Employers Insurance Co. t— �,_ COMFAN� INSURED LETTER Stradling, Yocca, Carlson Rauth LETTER 660 Newport Center Dr, LETTER Newport Beach, CA 92660-6401 �QMpA`, Ia r THIS€S YO CERTIFY THAT POLICIES CF INSURANCE LiS r_C BE!0*HAVE i..-F_N lS3UE Tr•_INSURED v:'-D A6,)V'E FOR'N:E POLICY PERIODINDICA IEC NOTWITHSTANDING ANY REOUIREPA:.:�'. 7ERf,1 CP CCQNDi7Qu CF ANV CC N7RAC!CF(,,i iw:i P0CUP,1EN! VJt7trrESPECT TC,V4H Cii T HIS CERTIFICATE F.4AV BE ISSUED OR MAY PERTAIN.THE INSLIFANCE.AFPC,•.-F-,,rY 744F,r.J1_ICi'__1 .:_L THE TERMG.EXCLUSIONS,AND CONDI- TIONS CF SUCH POLICIES. T, _i sl S IN T 1OUSANDS �;j _ _ __ c LTR� .^.._�a- .. _ ; A ,T a - ;TATE r GENERAL LIABILITY yr• . COMPR HGti- �ORtd �� _ PnEMI�ES OP P T �� UNO ROUND j_ ExR,DSION& ,'_.A HA-n L CONTRA7JA_ 5 _ $ $ INDE-ENDEr C)NTRA qy -— BROO, DR4I PRUPrn v AMASS P"SONA' P iIJRr aERS;.ddAL R:JURY $ AUTOMOBILE LIABILITY �—{ A.,, A.T_ u f pR F -- ----- A,.-Jot: c 1 H ',I 57 Asir._... _,a•A $ EiC.FSS LIABILITY WORKERS'COMPENSATION —'— i AND EMPLOYERS'LIABILITY Is OTHER Professional LMI 2367'76 1/25/85 , 1/25/86 $10,000,000 Liability _. 3ESCRFTiJN+ F�;PE�A Law Office SHOULD ANY OF 7H4 ABOVE DESCRIBED'POLICIES BE CANt c."L V('EFOR[.THE EX- City of Huntington Beach , PIRATiON, DATE THE,IEOF, THE ISSUING 'C-WPANY WILL ENDEAVOR TO 2000 Main Street MAIL NIA DA ;,t W;;!TTEN 4flT(CE TO THE CCF,,%FFCRTE HOLDER NAMED TO THE LEFT,BUT FAA URE TC MAIL SU NOTrCE SFiAS,4*AMSE NO CB!IFaATION OR I.IAB(L.IIY Huntington Beach, CA 92648 nF AN`:'KINF .rPON TtiF v Klfrs 409NTS UR REPRESENTIJIVES. p....f. a i ..�AT k DD r r': 'r Vi p ISSUE FRODUCER THIS CERTIFICATE ISlSSUED AS"A F.'IATTER'OV INFO MATION ONLYpND CONFERS Nn RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, Egloff Insurance Agency E, 'END OR ALTEO THE COVtRAGS AFFORDED BY THE POLICIES BELOW 9720 Wilshire-Blvd. , Suite 50- --- Beverly Hills, CA 90212 COMPANIES AFFORDING COVERAGE COMPANY LETTER _Pacific Employers Insu "OMPAN" INSURED L6:tER Stradling, Yocca, Carlson & 'DMPANY Rauth LETTER 660 Newport Center Dr. COMPANY Newport Beach, CA 92660-6401 LETTER �t THIS rS*70 CERTIFY 7HA E r i = -! rr NAM�,A 2 ),,7HE POLICY PERIOD INDICATED. {'^ I, TWJi?S'ANDING AN, Rr.QUIREP.1._N Err..i Cr,C'NE ;Jtv is ,.ti ��C Pv?,r.� y_R ,�P.4�^dT�.+Tt+iT..c+.CT L if">I TF;IS CCRTEFECATE FflAY Be ISSUED OR MAY PERTAIN.TOE li SL3fiANrE AFFORDED BY THE POL TCIES DES::RTDa_. cl';IS Si:3.;ECT TO A-1 t.7HE-c4}P.1S.EXCLUSICNS.AN. r'CNDI- TIONS OF SUCH POLICIES. CO 'r'FE v . V LII.1 TS!N_THOLiSANDS ,v�___..E :: LTR -- occuaaeacE i a -- ---, - - --- - T `1 GENERAL LlABII ITY H _ $ PREN IS'S OPERA I;,NS a v NOERGRC t.D dAGr'_ EXPLOSION "F APB L_ PRnOUC'Sit,OMP_ETEC^ E � .. i E hi 9,PP $ ''$ CN RACTLA INDEPENDENT CONTRACT^.a OROAC CORM:)R'JPEFI-r DA. AGE PER5l,NA_.N.'JF4 r'E NA i,.JJR• S" AUTOMOBILE LIABILITY M.Y AUTI , , v�'s ........._ t-- t t All 011;NEO A NON 04NED $_ - - , !. EXCESS LIAMI.IT`r ...___ WORKERS COMP NSATION k ANT, - I LMPLOfERS LIABILITY -- i OTHER Professional LNI 23677E 1/25/85 1./25/Se $1v,000,000 DESCRIFT�;:N�?P OPERATICr:SrLCC.". -.._ J F a '_... -i Office( , SHOULD AN'OF THL ABOVE DESCRBED POLICIES BE CANCELLED BEFORE THE EX. City of Huntington Beach MAfAT1°NppD.DAYS WRITTEN FNOT CE TO YHE CER THE ISSUINC. COMPANY HOLDER NAMED TO THE 2000 Main Street LEFT,�UT FAILURE TO MAILS H NOTICE SHA OSE NO OPLIGATION OR LIABILITY Huntington Beach, CA 926•,:8 OF ANY KIND UPON TH P 1TS TS OR REPRESENTATIVES AVTHOR2€D REP NT �'� 0+'0 p`•M f S�,UE DATE 1MM?DD/YVE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY-APID CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, sgloff Ynsurance Agency EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 9720 Wilshire Blvd., Suite 504 { Beverly Gills, CA 30212 i COMPANIES AFFORDING COVERAGE `J�TEp"Y A Pacific Employers Insurance Co. COMPANY INSURED - --- - LETTER - Strad".ing, Yocca, Carlson & I COMPANY Rauth LETTER --- --- — 660 Newport Center Dr. COMPANY Newport Beach, CA 92660-6401 LETTER THIS IS TCt i-Ttfr 'i?A Pt tC'z .:' � T - t: 11 �NAME-- +517^r FOR''Mt'POLICY PERIOD INn..ATFD. NDT4Jt :STAN3itvG Af+e FiL tu'FC&1F� .E4it. t.i iv .T ,r,. �JIITFIA, u', • +tE + wuNLNT WITH RES-ECi .O WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.Tt;.iNSU ANCE AFFORDED ev?:!C:' LPCtES DESCIi!E il F<..+P;IS SUBJECT TO ALL THE TERMS,EXCLUSIONS.AND CGNDI- TiONS OF SUCH POLICES. CO -vFF i - NNT USAh'_.vd1L�Tv LI ! 1H0 j LTR I1p RR H '_GATE _�,__ --t'�- OCCUENCE _ GE NEPAL LPABif-ITY is PRFMAI( 41 C � )P�F'vTs is —4 G f I NEr'�$ $ IfI—J RF F:0'1 Fa-;YCti V A A"y. P F rzJA_ Hr PE•SONA.L INJI_!HY $ I � AUTOMOBILE LIABILPFY A 01,,N 1 I $ EXCESS LIABILITY 1P,dRit_ �try,^ 0T+R'44 a•..:. - i WORKERS CJMP-N A :a' UFa , AND _ EMPLOYFRS LiALIL-TV OTHER Professiona] TAU 235776 1 j256 85 1/25/86 $10,000,000 Liability DESC'RI?TtON OF OPEKA?E iNS2C."A t 4tiFta si'LW .L •Fn' LA-d Of Rice SHOW 0 ANY 07 TH2 ABOVE DESCR!DED POLICIES DE CANCELLED BEFORE THE EA- Cit of Htingtoneac Beach PPRATION D! � THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO y Huntington P%Ail .AYS Vgll rfEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 2000 Main Street Lt Ff,BLTI AtLUn TO MAG.WW NOTICE Sw.ALLWPOSE NO Of MAraON Ola UAS. ITY Huntinqton Beach, CA 92645 OF ANY KUND UM4 T!fa fC . AW,ITS,AdtNTS OR REPRESENTATIVES. h AUTHORIZED REPPE ENTATWE �� i Afth AN AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND STRADLING, YOCCA, CARLSON & RAUTH A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH MULTIFAMILY FINANCING BOND PROCEEDINGS + THIS AGREEMENT is made and entered into this _i day of _A __, 1985, by and between the CITY OF HUNTINGTON BEACH, (hereinafter referred to as "CITY" ) , and "RADLING, YOCCP. CARLSON AND RAUTH, a professional law corporation, (hereinafter referred tc as "ATTORNEYS" ) . WHEREAS, the CITY proposes to }provide financing :for multifamily residential housing projects; and In order to finance said projects (hereinafter referred tc as "PROJECT(S)" ) the CITY requires the advice and assistance of bond counsel; and The CITY has deterhtined 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, economv and general welfare will be served by this Agreement; NOW, THEREFORE, it is agreed by CITY and ATTORNEYS zs follows; 1. AMIL ;'.. DUTIES OF ATTORNEYT 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 CITY for multifamily PROJECTS; A. Consultaticn and cooperation with the CITY attornefs, financing consultants and other consultants, underwriters, staff and employees of t7_e CITY and officers, employees and consultants of any private part' receiving financial assistance for such PROJECTS, and assisting such consultants, ur• write-s, staff and employees in the f_ormul ,tion of a )rdinated financial and legal PROJECTS. B. Preparation of all legal proceedin��s for the authorization, issuance and delivery of bonds of the CITY for such PROJECTS; including preparation of required loan agreements, origination agreements, servicing agreements, Bond Resoiutions or Indentures of Trust authorizing the issuance of such bonds, fixing the date, denominations, numbers, maturity and interest. rates, providing the form of the bond., 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 bonds, including creation of a reserve fund, if any, and such other funds as may be advisable, and providing all other details in connection therewith, including special covenants and clauses L�r the protection of the interests of the b-Dndholders; 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 such PROJECTS. C. Application for any Internal Revenue Service or other rulings necessary to assure tax-exempt s`atus of the bonds, or as required by the purchaser of the bonds. D. Determination of the need for obtaining a permit to issue bonds under the Securities Lr state or federal) or no-action letters from tl ities Exchange Commission and California Corr ­� ,ons Commission. E. Upon completion of proceedings -+, .isfaction of ATTORNEYS, providing a legal opt. :qualifiedly approving in all regards the legality of all proceedings for the authorization, issuance and delivery of bonds and all other tra.nsactione relating 3. Ask to such PROJECT;, and stating that interest on the bonds is exempt from federal and state personal income taxation (subject to certain required qua'-ifications which are customary with respect to the concerned financing) . which opinion shall inure to the banefit of the - •-- ' ssers of the bonds. z.nu all legal consultation requested by the CITY concerning the bonds or the financing of any PROJECT at any time aft•:tr delivery of the bonds. G. Such oth, r 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 CITY 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 Wit?-t CITY officials, staff, underwriters and other consultants. 2. COMPENSATION For the services of ATTORNEYS listed in Sect .on 1, the CITY will pay ATTORNEYS a fee equal to the following: 4- Total Principal Amount of Bonds Sold Fee $1, 000,000 or less $10,000 $1,000,001 to $5,000,000 $10,000 plus 0.375% of the excess over $1,000,000 $5,000,001 or more $25,000 plus o.25% of the excess over $5,000,000 In addition, for such PROJECTS the CITY shall pay to ATTORNEYS all direct out-of-pocket expenses for travel, messenger and delivery service and other services incurred in connection with the services rendered by ATTORNEYS hereunder with respect to such PROJECTS. Payment of said fees and expenses to ATTORNEYS shall be due upon the issuance of bonds and the delivery of the proreads thereof to the CITY, and said fees and expenses shall be payable solely from the proceeds of the bonds and from no ocher funds of the CITY OF HUNTINGTON BEACH. 3. RESPONSIBILITIES OF CITY The CITY shall cooperate with ATTORNEYS and shall furnish ATTORNEYS with certified copies of all proceedings taken by the CITY, or other deemed necessary by ATTORNEYS to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and 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 u: preparing the bonds for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of 5. Ask bonds, shall be paid from bond proceeds. 4. TERMINATION OF AGREEMENT This Agreement may be terminated by the CITY at any time by giving written notice to ATTORNEYS with or without cause. In the event of terminaticn, all finished and unfinished documencs, exhibits, project data, reports, and evidence shall at the option of CITY, 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 (t50) for any cost item, ATTORNEYS will obtain prior approval from CITY 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. SUBSEQUENT OPINIONS T,n the event that the legal opinion to be provided r pursuant to Section 1 , subsection E, of this Agreement is deemed not sufficient or not adequate by any underwrites of the revenue bonds to be issued, any costs or fees attributable to obtaining a collateral or additional opinion shall be borne by ATTOP' --YS and deducted from the compensation otherwise due ',TTORNEZS under this 6. Agreement. 7. NONDISCRIMINATION 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 4 race, religious creed, color, naticnal 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 impozition of penalties referred. to in Division 2, Part 7, Chapter 1 of the California Labor Code. 8. INDEMNIFICATION, DEFENSE, HOLD HARMLESS ATTORNEYS shall defend, indemnify and hold harmless CITY, its officers, agents and employees, from and against any and all liability, judgments, damages, cos*.s, 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 Ca_ '.Eornia, the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto; and all si:ailar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all 7. claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorneys' fees and costs, presented, brought or recovered against CITY, 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 CITY. ATTORNEYS shall secure at their expense, and be responsible for any and all payment of incoma 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. I 11. ATTORNEYS shall be insured against errors and omissions in the amount of five million dollars ($5,000,000) aggregate I coverage, shall keep such policy in force during the term of this Agreement, and shall provide AGENCY with a certificate of (Rest of page not used) 8. AML ST 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: STRADLING, YOCCA, CITY OF HUNTINGTON BEACH CARLSON AND RAUTH, A professional corporation By O fic Mayor By v / Sec tar ATTEST. APPROVED AS TO FORM: 62"5�' A,<N City Clerk %P 5 City ttorn REVIE AID APPROVED: :JITIATED AND APPROV�,J: City Administratt6r Deputy Director of Redevelonmpnt AJF:mf 1/9/85 9. REQUE4 FOR CITY COUNCI C fION � -�- RH 85-6 Date February 20, 1985 Submitted to: Honorable Mayor and City Council Submitted by: Charles W. Thompson, City Administr o , GQt3 1� Prepared by: Douglas N. La Belle, Deputy Director of Redeye A 9 AA^ Subject: BOND COUNSEL CONTRACT STRADLING, YOCCA, CARLS 1N & Consistent with Council Policy? k] Yes [ ] New Policy or Excepti n ~' Statement of Issue, Recommendation,Analvsis. Funding Source,Alternative A ions,Attachments:'. STATEMENT OF ISSUE: I,1 formulating the tax-exempt financing for three apartment projects, it is recommended that the law firm of Stradling, Yocca, Carlson & Rauth provide the Bond Counsel services. Pursuant to this recommendation, attached is a contract between the City of Huntington Beach and Stradling, Yocca, Carlson & Rauth for the Council's consideration. RECOMMENDATION: Approve and authorize the City Clerk to execute the attached contract for Bond Counsel services to be provided by Stradling, Yocca, Carlson & Rauth. ANALYSIS: As the City's efforts to provide tax-exempt financing continue and the scheduling of iszues overlap, it may be necessary from time to time to employ the services of more than one Bond Counsel firm. Staff has reviewed the previous Bond Counsel experience of Stradling, Yocca, Carlson & Rauth and, in consultation with the developers and investment banker, has come to the conclusion that for this transaction the firm whose services most nearly fit the needs of the project is St-adling, Yocca, Carlson & Rauth. (Stradling, Yocca, Carlson & Rauth already serves as Special Counsel to the Redevelopment Agency.) Thezefore, the attached contract is ~ecommended for approval. FUNDING SOURCE: Costs paid from bond proceeds. Fine-half of one percent City issuance fee will be assessed. ALTERNATIVE ACTION: Do not approve contract. :kTTACHMENT: Contract CWT:SVK:ajh 0714h PI O 4/84 .T A .