The URL can be used to link to this page

Home My WebLink About1984-478 1 RESOLUTION NO. 84.478 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH KINDEL & ANDERSON FOR BOND COUNSEL 3 SERVICES. 4 5. ISAN 6 I BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby 7 authorized and directed to execute on behalf of said City an 8 Agreement with Kindel & Anderson for Bond Counsel services, a copy 9 of which is attached hereto, marked Exhibit "A" and incorporated 10 herein by reference as fully as though set forth at length. 11 I HEREBY CERTIFY that the foregoing resolution was duly 12 adopted by the Mayor and Common Council of the City of San 13 Bernardino at a regular meeting thereof, held on 14 the 19th day of November , 1984, by the following vote, 15 to wit: 16 AYES: Council Members Reilly, Marks, Ouiel, Prazier, 17 strickler 18 NAYS: Council Ilember Hernandez 19 ABSENT: Council Ilember Castaneda 23 of Novel"1.rer , 1984. ~<N/~~ , City er 'CL day 20 21 22 The foregoing resolution is 24 San Bernardino 25 27 Approved as to form: ~~r~~ 26 28 . . .. SAN BERN~DINO 54333-011-2 AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT FOR BOND COUNSEL SERVICES ("Agree- ment") is made and entered into as of the date of execution of this Agreement, by and between the CITY OF SAN BERNARDINO, CALIFORNIA (the "City"), and Kindel & Anderson ("Bond Counsel"). Recitals A. Proceedings are being taken by the Mayor and Common Council of the City under the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California ("Code"), and the issuance of im- provement bonds under the Improvement Bond Act of 1915, Division 10 of the Code, for the acquisition and construc- tion of certain subdivision improvements and appurtenant works in that subdivision designated as "Tract No. 12034" and it is desirable to employ Bond Counsel to prepare the proceedings and supervise the conduct of same in coordina- tion with the staff of the City and other experts involved, 1 26-C2-JWB-402.4 11-6-84 (mt) o , SAN BERNARDINO 54333-011-1 including, without limitation, legal counsel for the under- writers ("Underwriters"). B. Kindel & Anderson (James Warren Beebe, A Law Corporation) has performed Bond Counsel services for the City and its Redevelopment Agency in the past. NOW, THEREFORE, based upon the foregoing and in consideration of the mutual promises and agreements set forth in this Agreement, the parties agree as follows: / Section 1. The City hereby employs Bond Counsel in connection with the taking of such proceedings and the issuance, sale and delivery of such bonds to finance such subdivision improvements (collectively referred to as the , "Project"), and, without limitation, to perform such duties as are hereinafter more particularly set forth. Section 2. Bond Counsel shall be available at all reasonable times by telephone or at their offices for con- sultation and advice regarding any problems in connection with the implementation of the Project, and shall supply and 2 26-C2-JWB-402.4 9-26-84 (mt) .., Y" SAN BERNARDINb 54333-011-1 make available to the City their knowledge, experience and expertise in order that the Project can be successfully carried out. Section 3. The Bond Counsel shall: (a) Advise and assist the City as to what is required in the preparation of the Engineer's Report, in- cluding the maps, diaqrams, plans, specifications, assess- ment roll, cost estimate, and other materials incidental to or supportive of same: (b) Make such trips and schedule such conferences as may be necessary for the coordination of all efforts to carry forth the Project within the schedules established therefor: (c) Supply the City with any and all resolutions, notices, certificates, affidavits, schedules and other docu- ments reasonably necessary to enable the City to carry out such proceedings and issue such bonds in a timely and lawful manner: 3 26-C2-JWB-402.4 9-26-84 (mt) / SAN BERNARDINO 54333-011-1 Cd) Attend such meetings with the City personnel, the developer of the property to be assessed, and the Under- writers, as may be reasonably necessary or required for the implementation of the Project; (e) Attend the meetings of the Mayor and Common Council of the City at which public hearings, bond sales or other actions of the Mayor and Common Council are to be taken; (f) Review proceedings taken by the City under the California Environmental Quality Act ("CEQA" herein) of 1970, as amended, and advise the City Staff as to what is needed to cause the Project to be carried out in compliance with CEQA (except that the preparation of an Environmental Impact Report, if required, shall not be the responsibility of Bond Counsel); (g) In addition to the above, review and offer comments on documents prepared by others (in this category are such documents as minutes of meetings at which action is taken with respect to the Project, construction contracts, contracts employing architects, engineers or other consul- 4 26-C2-JWB-402.4 9-26-84 (mt) /' . . SAN BERNARDINO 54333-011-1 tants employed by the developer or the City and who are to be paid from bond funds, and performance, surety or fidelity bonds required by the proceedings): (h) Supervise the printing of the bonds: coordin- ate the delivery thereof: provide an approving legal o~inion at the time of delivery, said opinion to be in a form simi- lar to that used in similar types of financings and to in- clude a provision stating substantially that, in the opinion of Bond Counsel, interest on the Bonds is exempt from fed- eral income taxation: and prepare and supervise use of de- livery documents including the documents mentioned in the foregoing paragraph, arbitrage certficate, signature and no litigation certificate, organizational and incumbency certi- ficate, receipt for bonds, receipt for purchase price, and closing memorandum: (i) While the services described above are sub- stantially complete as to all steps legally required for the issuance of the bonds, such services do not include the preparation or review of an official statement, offering circular or private placement memorandum pertaining to the resale or placement of the bonds by the purchasers thereof: . , 5 26-C2-JWB-402.4 9-26-84 (mt) SAN BERNARDINO 54333-011-2 and Bond Counsel shall participate in any "due deligence" proceeding to be certain that the legal documents are accu- rately described; and (j) The above services do not include litigation and should SUC:l services be requested, they would be per- formed and billed to the City on mutually satisfactory terms. Section 4. (a) For Bond Counsel services here- under Bond Counsel shall be paid a fee computed to be two percent (2%) of the first $400,000 of bonds issued, one percent (1%) of the next $600,000 of such bonds issued and 1/2 of 1% of the amount of such bonds in excess of $1,000,000 but less than $5,000,000, and 1/4% thereafter. Such fee shall be payable at the time of delivery of the bonds; (b) The bond proceedings will be drafted so that the above fees will be paid from the proceeds of the bonds and not from other City funds. Should Bond Counsel be dis- charged prior to the issuance of the bonds, the fee for the 6 26-C2-JWB-402.4 11-6-84 (mt) / SAN BERNARDINO' 54333-011-1 work prior "thereto will be a reasonable fee based on the time spent and shall be payable from the proceeds of the bonds at the time of delivery thereof. (c) In addition to the above fees, the Bond Coun- sel is to be reimbursed for out-of-pocket expenses that are customarily incurred by Bond Counsel relating to the coordi- nation of scheduling and the like, such as long-distance telephone calls, telegrams, telecopying, duplicating, proof- reading, messenger service, the preparation of transcripts of the proceedings following the issuance of the bonds and the like. Bond Counsel will bill the City for these expense items on a monthly basis and the same will be paid from fees paid by said developers to the City. 7 26-C2-.:JWB-402.4 9-26-84 (mt) . ./:~ SAN BERNARDINO 54333-011-1 IN WITNESS WHEREOF, the parties hereto have exe- cuted this Agreement this .;<!'t:i day of '1.~ 1984. CITY OF SAN BERNARDINO [SEAL] ATTEST: APPROVED AS TO FORM R~~~eY KINDEL , ANDERSON 3#zu'<r k ames Warren Beebe, A Law Corporation 8 26-C2-JWB-402.4 9-26-84 (mt)