1990/12/11 City Council Resolution (12)RESOLUTION NO. 90- 288
RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AN AGREEMENT FOR BOND COUNSEL SERVICES
WITH THE FIRM OF JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
(CERTIFICATES OF PARTICIPATION- PUBLIC SAFETY FACILITY)
WHEREAS, the City is desirous of constructing a public safety
facility; and
WHEREAS, the City proposes to sell Certificates of
Participation to finance the construction of said facility; and
WHEREAS, the City is in need of special bond counsel services
in order to accomplish said Certificates of Participation issue;
and
WHEREAS, the City interviewed several law firms and obtained
proposals for said services; and
WHEREAS, the attached agreement entitled "Agreement for Bond
Counsel Services" dated December 11, 1990 as submitted by Jones
Hall Hill & White, a Professional Law Corporation, was determined
to be the most favorable for the City.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of
Rohnert Park that certain agreement entitled "Agreement for Bond
Counsel Services" dated December 11, 1990 as submitted by Jones
Hall Hill & White be approved and the Mayor is hereby authorized to
execute said agreement for and on behalf of the City.
DULY AND REGULARLY ADOPTED this 11th day of December, 1990.
ATTEST
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Deputy City Clerk
AYES: (4)
NOES: (0)
ABSENT: (1)
�p
CounciimembeFs Hopkins,
None
Councilman Hollingsworth
CITY OF ROHNERT PARK
Mayor
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Reilly, Spiro and Eck
DONE S HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
AGREEMENT FOR BOND COUNSEL SERVICES
This Agreement, made and entered into this /.day of December, 1990, by and
between the CITY OF ROHNERT PARK (hereinafter called "CITY ") and JONES HALL
HILL & WHITE, A PROFESSIONAL LAW CORPORATION, Four Embarcadero Center,
Suite 1950, San Francisco, California 94111 (hereinafter called "ATTORNEYS ");
WITNESSETH
WHEREAS, City proposes a certificate of participation issue to finance the
acquisition and construction of a public safety building, and
WHEREAS, City is in need of special bond counsel services in order to accomplish
said Certificate of Participation issue and ATTORNEYS are specially trained and
experienced in providing such services and advice to the City of Rohnert Park and other
public agencies;
NOW, THEREFORE, it is AGREED as follows:
Section 1. Retention as Counsel. ATTORNEYS are hereby retained by CITY to
perform and render all legal services in connection with said certificate of participation
issue, including, but not limited to, the following:
(a) Confer and consult with the administrative staff of CITY and with the
CITY's underwriter as to any matters relating to the financing of the proposed
improvements or servicing or administering any, securities issued in connection
with such financing.
(b) Attend all meetings of the City Council and any administrative
meetings or committee meetings at which any financing proceedings are to be
discussed, deemed necessary for the proper planning of the proceedings, or when
requested to attend by the City Attorney or other administrative staff.
(c) Prepare all ordinances, resolutions, indentures, notices, legal
documents and amendments to existing financing documents necessary for the
proper conduct of proceedings for the purpose of financing the project or parts
thereof.
(d) If required, prepare the official notice of sale of certificates and review
the official statement prepared by CITY's underwriter
(e) Prepare and provide a receipt for the sale of the certificates, a receipt for
the proceeds of the certificates, a signature and no- litigation certificate, and any
and all other closing documents required to accompany the delivery of the
certificates.
(f) Prepare and provide a complete transcript of the conduct of the
financing proceedings necessary to accompany the delivery of the certificates.
(g) Provide ATTORNEYS' legal opinions approving in all regards the
legality of all proceedings for the authorization, issuance, sale, and delivery of the
certificates or other transactions relating to the financing. Said opinions shall
inure to the benefit of the purchasers of the certificates, the underwriters, and
other persons dealing with CITY and their respective officers.
(h) Confer and consult with CITY officials with regard to problems which
may arise during the period of servicing and payment of the certificates.
(i) Assist CITY's underwriter in obtaining a rating on the certificates from
established rating agencies in New York.
Q) Provide other necessary services generally expected of bond counsel not
listed above.
Section 2. Personnel, William H. Madison, a principal in the firm, shall be
directly responsible for providing documents, advice, consultations, and other services
specified above or requested by CITY in connection with the issue. In addition, Sharon
Stanton White shall be responsible for responding and advising with respect to federal tax
laws. Other identified personnel will be made available as required.
Section 3. Comipensation, Compensation for the foregoing services shall be a flat
fee of $25,000, which compensation shall include reimbursement for all out -of- pocket
expenses (except that any out of state travel requested by CITY shall be reimbursed at
cost).
Section 4. Termination, CITY may terminate this agreement at any time.
Section 5. Amendment. This agreement may be altered or amended in writing by
mutual agreement of the parties at any time.
IN WITNESS WHEREOF, CITY and ATTORNEYS have executed this agreement
the day and year first above written.
M8327
CITY OF ROHNERT PARK
Title—
MAR,
JONES HALL HILL & WHITE, A
PROFESS]PNAL LAW CORPORATION
y: William H. Madison
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