HomeMy WebLinkAboutResolutions - No. 92-34RESOLUTION N0. 92-34
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY'S ENTERING INTO AN AGREEMENT FOR ARBITRAGE
REBATE SERVICE (REBATE CALCULATION SERVICES)
WHEREAS, Lodi Municipal Code, Section 3.20.070, authorizes dispensing with bidding
procedures for purchases of supplies, services, or equipment when the City Council determines that the
purchase or method of purchase would be in the best interest of the City; and
WHEREAS, on August 7, 1991, the City entered into an agreement with Jones, Hall, Hill and
White to provide the City with Arbitrage Rebate Calculation Services for the Certificates of Participation
issued for the construction at the White Slough Water Pollution Control Facility; and
WHEREAS, in 1988, the City issued Certificates of Participation to finance construction of the
White Slough Water Pollution Control Facility expansion; and
WHEREAS, on December 18, 1991, the City refinanced the above Certificates of Participation
to obtain better interest rates; and
WHEREAS, prior to awarding a contract to Jones, Hall, Hill and White to provide "arbitrage
rebate services", the City solicited proposals from four firms that provide these services and determined
that the contract should be awarded to Jones, Hall, Hill and White based on the firm's expertise,
reputation as bond counsel, and the City's past relationship with this firm; and
WHEREAS, it is the City Manager's recommendation that the City enter into an agreement for
said services with the firm of Jones, Hall, Hill and White.
NOT THEREFORE, BE IT RESOLVED that the Lodi City Council hereby approves the City's
entering into an agreement for the above described Rebate Calculations services with Jones, Hall, Hill
and White in the amount of $4,000 for Fiscal year 1991-92, $2,000 for Fiscal Years 1992 through 1996
and $500 for each bond year for the reserve fund, and further authorizes execution of said Agreement
by the City Manager.
Dated: February 19, 1992
I hereby certify that Resolution No.92-3Was passed and adopted by the City Council of the City of
Lodi in a regular meeting held February 19, 1992 by the following vote:
Ayes: Council Members - Hinchman, Pennino, Sieglock and
Pinkerton (Mayor)
Noes: Council Members - None
Absent: Council Members - Snider
&44, ,'d
v
Alice M. Rei'mche
City Clerk
JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
CHARLES F. ADAMS
STEPHEN R_ CASALEGGIO
THOMAS A. DOWNEY
ANDREW C. HALL, JR.
KENNETH I. JONES
WILLIAM It. MADISON
R. WADE NORRIS'
DAVID J. OSTER
BRIAN D. QUINT
PAUL J. THIMMIG
SHARON STANTON WHITE
• ADMIY D TO GEORGIA LAR ONLY
AFTER EXECUTION PLEASE RETURN TO:
Jones Hall Hill & White,
A Professional Law Corporation
Four Embarcadero Center, 19th Floor
San Francisco, CA 94111
Attention: Ms. Dorinda Mercado
FOUR EMBARCADERO CENTER
NINETEENTH FLOOR
SAN FRANCISCO, CA 94111
4415) 391-5780
FACSIMILE
(415) 391-5784
(415) 391-5765
(415) 966-6308
ROBERT J. HILL (1922-1988)
AGREEMENT FOR REBATE CALCULATION SERVICES
THIS AGREEMENT, is made and entered into this 19th day of February , 1992,
by and between the CITY OF LODI, CALIFORNIA (herein called "City") and JONES HALL
HILL & WHITE, A PROFESSIONAL -LAW CORPORATION, San Francisco, California (herein
called "Attorneys');
WITNESSETH:
WHEREAS, on December 18, 1991 the City issued its $11,170,000 Installment Sale
Agreement, dated as of December 1, 1991 (the "Agreement") and caused the delivery of certificates
of participation (the "Certificates") representing installment payments under the Agreement (the
"Installment Payments");
WHEREAS, in order to assure that the interest component of Installment Payments and
interest payable with respect to the Certificates is excludable from gross income pursuant to Section
103 of the Internal Revenue Code -of 1986 (the "Code"), it is necessary that the City assure
compliance with Section 148(0 of the Code relating to rebate of certain excess investment earnings
to the United States; and
WHEREAS, the City has determined that Attorneys are qualified by training and experience
to perform the services required, and Attorneys are willing to provide such services;
NOW, THEREFORE, the City employs Attorneys, and Attorneys accept such
employment, upon the following terms and conditions:
ARTICLE I
DUTIES OF ATTORNEYS
Attorneys shall perform and render the following services to the extent necessary to provide
for compliance with Section 148(f) of the Code in connection with the Agreement and the
Certificates:
A. Perform rebate calculations required by Section 148(f) of the Code and applicable
regulations.
B. Provide instructions to the City concerning compliance with Section 148(f) of the Code
and applicable regulations.
C. Consult and cooperate with the City and its agents and employees, as necessary to
provide for compliance by the City with the requirements of Section 148(f) of the Code for the
Agreement and the Certificates.
D. Upon the request of the City following any rebate calculation, and assuming
compliance with rebate instructions provided by Attorneys, provide a legal opinion stating that the
exclusion from gross income of interest on the Certificates for federal income tax purposes has not
been adversely affected by reason of failure to comply with Section 148(f) of the Code.
E. Upon the request of the City following any rebate calculation, provide advice to assist
in most effectively reducing or satisfying potential rebate liability, if any.
klltl IA01: 8li
COMPENSATION AND COSTS
For the services of Attorneys set forth in Article I, the City shall pay Attorneys a service fee
of $4,000.00 for the first bond year and a service fee of $2,000.00 per bond year thereafter until
depletion of the Improvement Account. Upon termination of the Improvement Fund, there will be
a service fee of $500.00 per bond year for the Reserve Fund. All fees will be payable following
performance of duties required of Attorneys for the bond year in question.
In addition to the compensation set forth in the preceding paragraph, the City shall
reimburse Attorneys for direct out-of-pocket expenses for Federal Express or other courier,
messenger, delivery or special mail services, telecopying services, photocopying, binding and
(upon request by the City for the same) expenses for travel outside of the State of California in
connection with the services rendered by Attorneys hereunder.
ARTICLE III
RESPONSIBILITIES OF CITY
The City shall cooperate with Attorneys in the performance of their services under Article I,
and shall provide Attorneys with information requested by Attorneys regarding investments made
by the City with proceeds of the Certificates and amounts to be used for payment of the Installment
Payments and the Certificates or shall assist Attorneys in obtaining such information.
In the event of prepayment of Installment Payments and redemption of the Certificates in
whole or in part prior to their maturity, the City shall notify Attorneys of said redemption at least
thirty (30) days prior to such redemption.
In the event of an advance or current refunding of the Installment Payments and the
Certificates in whole or in part prior to their maturity, the City shall notify Attorneys of said
refunding at least thirty (30) days prior to such refunding.
ARTICLE IV
TERM OF AGREEMENT
This Agreement shall terminate on on the first day of the third full calendar month
following the end of the fifth bond year pertaining to the Agreement and the Certificates unless
earlier renewed by supplemental agreement between the parties hereto, or unless the City shall,
upon ten (10) days written notice to Attorneys, terminate this Agreement for failure of Attorneys to
perform the duties set forth in Article I hereof in a manner satisfactory to the City.
IN WITNESS WHEREOF, the City and Attorneys have caused this Agreement to be
executed, in duplicate, in their respective corporate names, by one of their respective duly
authorized officers, all as of the day and year first above written.
CITY OF LODI, CALIFORNIA
Approved as to form: y . a �
City Attorney,'Bobby W. McNatt
Attest:
City Clerk, Alice M. Reimche
Tide: City Manager, Thomas A. Peterson
JONES HALL HILL & WHITE,
A Professional Law Corporation
By
Sharon Stanton White