CC Resolution No. 8273
RESOIIJTION NO. 8273
A RESOIIJTION OF THE CITY <XXJNcn. OF THE CITY OF aJPERI'INO
AUIHORIZING EXECUI'ION OF AGREEMENT BEIWEEN THE CITY OF
aJPERI'INO AND JONES HALL HILL AND WHITE FOR SPECIAL
!.mAL <XXJNSEL SERVICE'S IN OONNECl'ION WITH
CERl'IFICATES OF PARI'ICIPATION
WHEREAS, an agreement between the City of Q.¡pertino and Jones Hall
Hill and White outlining the terms and corxlitions for the provision of
special legal counsel services in connection with certificates of
participation has been presented to the City Council; and said agreement
having been approved by the Director of Finance and the city Attorney;
NCM, 'IHEREFORE, BE IT RESOLVED, that the city Manager is hereby
authorized to execute the agreement herein referred to in behalf of the
City of Q.¡pertino.
PASSED AND ADOPl'ED at a regular meeting of the city Council of the
City of CUpertino this 19th day of November , 1990 by the following vote:
Vote Members of the Citv Council
AYES: Goldman, Rogers, Sorensen, Szabo, Koppel
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
/s/ Barb Koppel
Mayor, City of CUpertino
ATI'EST:
/s/ Dorothy Cornelius
City Clerk
JONES HALL HILL AND & WHITE
A PROFESSIONAL LAW CORPORATION
AGREEMENT
BY AND BETWEEN THE CITY OF CUPERTINO AND JONES HAIL HllL&
WHITE, A PROFESSIONAL LAW CORPORATION, FOR SPECIAL LEGAL COUNSEL
SERVICES IN CONNECTION WITH CERTIFICATES OF PARTICIPATION
THIS AGREEMENT is entered into the 19th day of November, 1990, by and
between the CITY OF CUPERTINO, CALIFORNIA, (the "City") and JONES HALL HILL
& WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California
("Attorneys"),
WITNESSETH:
WHEREAS, the City is proceeding to finance the cost of acquiring land, and in
connection with such financing proceedings the City requires the advice and assistance
of special legal counsel; and
WHEREAS, the City has determined that Attorneys are qualified by training and
experience to perform the services of special legal counsel, and Attorneys are willing to
provide such services; and
WHEREAS, the public interest, economy and general welfare will be served by this
Agreement;
NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS
FOLWWS:
L Duties of Attorneys. Attorneys shall do, carry out and perform all of the
following services as are necessary for the successful issuance of Certificates of
Participation (the 'Certificates') to finance the cost of acquiring the land:
A. Consultation and cooperation with the City Attorney, financing
consultants and other consultants, underwriters, staff and employees of the City
and assisting such consultants, underwriters, staff and employees in the
formulation of a coordinated Certificate financing.
B. Preparation of all legal proceedings for the authorization and delivery of
the Certificates, including preparation of the Lease Agreement, Assignment
Agreement and Trust Agreement, and the form of the Certificates; the terms and
conditions upon which the same are to be providing for the setting up of special
funds for the of proceeds of the sale of the Certificates, and providing all other
details in connection therewith, including clauses for the protection of the
interests of the Certificate owners; preparation of the resolution approving said
Agreements and other documents and selling all or any part of the authorized
Certificate issue; preparation of all documents required for delivery of the
Certificates, and supervising such delivery; preparation of all other proceedings
incidental or in connection with the sale and delivery of Certificates.
..
C. Application for any Internal Revenue Service or other rulings necessary
to assure tax-exempt status of the interest represented by the Certificates, or as
required by the purchaser of the Certificates.
D. Determination of the need for obtaining a permit to issue the Certificates
under the Securities Laws (state or federal) or no-action letters from the Securities
Exchange Commission and California Corporations Commission.
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 and delivery of the Certificates, the Lease
Agreement, the Assignment Agreement and the Trust Agreement and all other
transactions relating thereto, and stating that the interest represented by the
Certificates is excludable from gross income for federal income tax purposes, and
is exempt from California personal income taxation (subject to certain necessary
qualifications under federal tax law), which opinion shall inure to the benefit of
the purchasers of the Certificates.
F, Attending all meetings deemed necessary by Attorneys in the
performance of the services hereunder, or requested by City staff.
G. Such other and further services as are normally performed by special
legal counsel in connection with similar tax-exempt financings.
H. Attorneys will not be responsible for the preparation or content of the
official statement prepared by the financial advisor or Certificate purchaser, other
than to examine said official statement as concerns description of Certificates and
matters within Attorneys' knowledge.
I. Attorneys will not be responsible for monitoring or assuring compliance
with the rebate requirements applicable under federal tax law to the Certificates,
other than to render advice as to the legal interpretation of such requirements as
set forth in the Trust Agreement relating to the Certificates. Without limiting the
generality of the foregoing, Attorneys shall not be responsible to preparing any
calculations or documentation to establish compliance with such rebate
requirements or otherwise for computing the amounts required to be rebated,
without separate agreement between the City and Attorneys.
2. Compemation. For the services of Attorneys listed in Section 1 the City will pay
Attorneys a fee equal to the sum of (a) one percent (1%) of the principal amount of
Certificates up to $1 million, plus (b) one-half of one percent (112 of 1%) of the principal
amount of Certificates in excess of $1 million but less than or equal to $6 million, plus (c)
one-quarter of one percent (114 of 1%) of the principal amount of Certificates in excess of
$6 million but less than or equal to $21 million, plus (d) one-eighth of one percent (1/8 of
1%) of the principal amount of Certificates in excess of $21 million. The City shall
reimburse Attorneys for all out-of-pocket expenses incurred by Attorneys in connection
with their services hereunder for out-of-state travel, costs of publication and
photocopying, costs of preparing transcripts of proceedings for closing purposes, and
costs of messenger and delivery services.
-2-
Payment of said fees and expenses to Attorneys shall be due upon the issuance of
Certificates and the delivery of the proceeds thereof to the City. Said fees and expenses
shall be Davable solelv from the Droceeds of the Certificates and from no other funds of the
City, and shall be entirely contingent upon the successful sale and delivery of the
Certificates.
3. ResponBibilities of the 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 Certificates, including the cost and expense of preparing certified copies of
proceedings required by Attorneys in connection with the issuance of the Certificates, the
cost of preparing the Certificates for execution and delivery, all printing costs and
publication costs, and any other expenses incurred in connection with the issuance of
Certificates, shall be paid from Certificate proceeds.
4. Exceptions. Any services rendered in any litigation involving the City or the
financing proceedings relating to the Certificates are excepted from the services to be
rendered for the above compensation. On-going advice and preparation of necessary
documentation regarding compliance with Section 148 of the Internal Revenue Code of
1986, relating to arbitrage limitations and rebate provisions, are also excepted from the
services to be rendered for the above compensation. For such services which Attorneys
are directed to render for and on behalf of the City, compensation shall be on the basis of
reasonable fees to be agreed upon by the City and Attorneys.
5. Termination of Agreement. This Agreement may be terminated by the City at
any time by giving thirty days 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 City, becomes its property and shall be
delivered to it by Attorneys.
IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as
of the date first above written,
CITY OF CUPERTINO
APPROVED AS TO FORM:
City Manager
City Attorney
ATTEST:
JONES HALL HILL & WHITE,
A PROFESSIONAL LAW
CORPORATION
City Clerk
By ~, ~_. .
au! J. Thi~
J8367
-3-