HomeMy WebLinkAboutResolutions - No. 85-101RESOLUTION NO. 85-101
A RESOLUTION AUTHORIZING THE EXECUTION
OF AN AGREEMENT FOR LEGAL SERVICES
WHEREAS, the City of Lodi (the "City") is a
general law city duly organized and operating under and
pursuant to the laws of the State of California;
WHEREAS, the City has determined to undertake
proceedings in order to finance certain public improvements
consisting of the renovation and construction of the old
Lodi Union High School site, known as the Hutchins Street
Square Project (the "Project");
WHEREAS, the City has determined that it is
necessary and desirable to retain counsel for legal
services in connection with the authorization, issuance and
consummation of the financing proceedings that are
necessary to the execution and delivery of certificates of
participation in lease payments to be made by the City
for the renovation and construction of the Project;
WHEREAS, there has been prepared and submitted to
the City a form of Agreement for Legal Services between the
City and Jones Hall Hill and White, A Professional Law
Corporation, San Francisco, California (the "Agreement");
NOW, THEREFORE, BE IT RESOLVED by the City
Council of the City as follows:
1. The form of the Agreement, as submitted to
this meeting and made a part of this resolution as though
set forth in full herein, be and the same is hereby
approved. The Mayor or City Manager is hereby authorized
and directed to execute and deliver the Agreement and the
City Clerk is hereby authorized and directed to attest to
such official's signature.
2. This resolution shall take effect from and
after the date of its passage and adoption.
85-101
I, Alice M. Reimche, City Clerk of the City of
Lodi, hereby certify as follows:
The foregoing is a full, true and correct copy of
a resolution duly adopted at a regular meeting of the City
Council of the City of Lodi, regularly and legally held at
the regular meeting place thereof on August 7, 1985, of
which a majority thereof were present; and at which said
resolution was adopted by the following vote:
Ayes: Council Members - Olson, Pinkerton,
Reid, Snider, and
Hinchman (Mayor)
Noes: Council Members - None
Absent: Council Members - None
I have carefully compared the foregoing with the
original minutes of said meeting on file and of record in
my office, and the foregoing is a full, true and correct
copy of the original resolution adopted at said meeting; and
Said original resolution has not been further
amended, modified and rescinded, and the same is now in
full force and effect.
Dated: August 7, 1985
Zt'f, �C mom:
Alice M. lmche
City Clerk
85-101
EXHIBIT "A"
22028-1 JHHW:BDQ:rmb 06/03/85 0673Z
m
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION
OF AN AGREEMENT FOR LEGAL SERVICES
WHEREAS, the City of Lodi (the "City") is a general law city duly
organized and operating under and pursuant to the laws of the State of
California;
WHEREAS, the City has determined to undertake proceedings in order to
finance certain public improvements consisting of the renovation and
construction of the old Lodi Union High School site, known as the Hutchins
Street Square Project (the "Project");
WHEREAS, the City has determined that it is necessary and desirable to
retain counsel for legal services in connection with the authorization,
issuance and consummation of the financing proceedings that are necessary to
the execution and delivery of certificates of participation in lease payments
to be made by the City for the renovation and construction of the Project;
WHEREAS, there has been prepared and submitted to the City a form of
Agreement for Legal Services between the City and Jones Hall Hill and White, A
Professional Law Corporation, San Francisco, California (the "Agreement");
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City as
follows:
1. The form of the Agreement, as submitted to this meeting and made a
part of this resolution as though set forth in full herein, be and the same is
hereby approved. The Mayor or City Manager is hereby authorized and directed
to execute and deliver the Agreement and the City Clerk is hereby authorized
and directed to attest to such official's signature.
2. This resolution shall take effect from and after the date of its
passage and adoption.
C
t
EXHIBIT "B"
22028-1 JHHW:BDQ:rmb 06/03/85 0672Z
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into this day of ,
1985, by and between the City of Lodi, a California general law city,
hereinafter referred to as the "City", and JONES HALL HILL & WHITE, A
Professional Law Corporation, San Francisco, California, hereinafter referred
to as the "Attorneys".
WITNESSETH:
WHEREAS, the City proposes to finance certain public improvements
consisting of the renovation and construction of the old Lodi Union High
School site, known as the Hutchins Street Square Project (the "Project")
through lease financing proceedings; and
WHEREAS, the Attorneys are specially trained and experienced in the
conduct of such financing proceedings; and
WHEREAS, the public interest, economy and general welfare will be served
by this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED, as follows:
1. Duties. The Attorneys shall provide legal services in
connection with the authorization, issuance and consummation of financing
proceedings for the Project. Such services provided by the Attorneys shall
include the following:
a. Conferring and consulting with the City Council and
members of the City staff, the consultants to the City, legal counsel to
the City and such other persons as the City may direct as to the method
of financing the Project and as to any matters necessary to consummate
the financing proceedings which are selected.
b. Attending all meetings of the City and City staff at which
the proceedings are discussed when requested to attend.
c. Preparing all necessary legal documents relating to the
financing proceedings, including any financing plan or plans,
resolutions, ordinances, agreements, notices or other documents
necessary or appropriate to the financing proceedings.
Cd. Reviewing any official statement prepared by financial
consultants to the City to assure disclosure of material facts known to
the Attorneys.
A
e. Preparing and providing a signature and incumbency
certificate, a no -litigation certificate, an arbitrage certificate,
receipts and all other closing documents required to accompany delivery
of the financing documents.
f. Assisting in preparing and providing a complete transcript
of the conduct of the proceedings necessary to accompany delivery of the
financing documents.
g. Providing federal income tax advice relating specifically
to the tax exemption of interest on the financing securities and the
procedures for maintaining such exemption following delivery of the
financing securities.
h. Subject to the satisfactory completion of the financing
proceedings, providing the written legal opinion that interest on the
securities is exempt from federal and State of California income taxes
and approving in all respects the legality of all proceedings for the
authorization, issuance and delivery of the financing securities.
i. Conferring and consulting with City officers, employees
and agents with regard to problems which may arise during the servicing
and payment of the financing securities.
j. Providing all other necessary services generally expected
of bond counsel not listed above.
2. Compensation. For said services, the Attorneys shall be paid
the following compensation:
a. One percent (1%) of the principal amount of the issue of
financing securities to a principal amount of $1,000,000, plus
b. One-half percent (1/2%) of said principal amount in excess
of $1,000,000 but less than $5,000,000, plus
c. One-quarter percent (1/4%) of said principal amount in
excess of $5,000,000.
Said fees shall be payable solely from the proceeds of the
financing and not otherwise.
In addition, the Attorneys shall be reimbursed for any costs
advanced by the Attorneys on behalf of the City, including delivery and
messenger services, transcript binding and expenses for travel outside the
State of. California, but specifically excluding travel expenses within the
State of California.
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k.
3. Exceptions. The following services are excepted from the
' services to be rendered for the above compensation: any services rendered in
any litigation involving the City or the proceedings. For such services which
the Attorneys are directed to render for and on behalf of the City,
compensation shall be on the basis of a reasonable fee to be agreed upon by
City and the Attorneys.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
IS EA Ll
Attest:
CITY OF LODI
By
City Clerk Title:
JONES HALL HILL & WHITF,
A Profe ional Law C rpora ion
By
Br" D. Quint
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