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Resolution 1987-24 -.; . . .. RESOLUTION NO. 87-24 RESOLUTION APPROVING AGREEMENT FOR LEGAL SERVICES EAST NINTH ST. ET AL REFUNDING ASSESSMENT DISTRICT, SERIES 87-1 The City Council of the City of Gilroy resolves: This City approves that certain agreement between the City of Gilroy and STURGIS, NESS, BRUNSELL & SPERRY a professional corporation, for services of that firm as Special Bond Counsel for East Ninth St. Et Al Refunding Assessment District, Series 87-1, City of Gilroy, Santa Clara County, California dated April 20, 1987, and attached to this resolution. The Mayor is authorized to sign the agreement and the City Clerk is authorized to attest its execution. * * * I HEREBY CERTIFY that the foregoing resolution was duly and regularly adopted and passed by the City Council of the City of Gilroy, California, at a regular meeting thereof, held on the 20th day of April, 1987. AYES: Councilmembers ALBERT, GAGE, KLOECKER, MUSSALLEM, PALMERLEE, VALDEZ and HUGHAN. NOES: Councilmembers None ABSENT: Councilmembers None RESOLUTION NO. 87 - 24 ORIGINAL ~ - ~ . . ~ AGREEMENT FOR LEGAL SERVICES EAST NINTH ST. ET AL REFUNDING ASSESSMENT DISTRICT, SERIES 87-1 CITY OF GILROY This is an agreement for legal services between the City of Gilroy, a municipal corporation of the State of California, referred to as Client, and STURGIS, NESS, BRUNSELL & SPERRY a professional corporation, Attorneys at Law, Emeryville, California, referred to as Bond Counsel. 1. Client retains Bond Counsel as special counsel to perform the following legal services relating to East Ninth St. Et Al Refunding Assessment District, Series 87-1, City of Gilroy, Santa Clara County, California. (a) Preparation of all forms of resolutions, notices, affidavits, and other documents required by the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act"), including the legal format of the engineer's report required by Section 10204. (b) The preparation of written instructions to Client's Clerk and other staff members concerning the performance of legally-required duties. (c) Review of documents prepared by Client's engineering staff or consulting engineers, including reassessment diagram and reassessment roll. (d) Attendance at all public meetings of Client at which matters relating to the reassessment district are considered, except routine matters. (e) Attendance at staff meetings or meetings of property owners, upon the request of the Client, after reasonable notice. (f) Telephone consultation with staff members and property owners to answer legal questions about the reassessment proceedings. (g) Arrangements for the printing of refunding bonds to represent unpaid reassessments. (h) The preparation of a record of assessment installments for the use of the County Auditor, if required. (i) Arrangements for the sale of refunding bonds either by negotiation or by public bid, at the option of Client, including a review of financial disclosure requirements and, if required, the preparation of the notice inviting bond bids. (j) The preparation of bond delivery documents. '- '. - ."'.. . '" . (k) The rendition of a legal opinion on the validity of the refunding bonds and the proceedings leading to their issuance. (1) Preparation of a transcript of the legal proceedings in loose-leaf form for the use of the Client. (m) Preparation of the required reports to the California Debt Advisory Commission (pursuant to Section 8855 et seq. of the Government Code) and to the Internal Revenue Service (pursuant to Section 149 of the Internal Revenue Code of 1986) . 2. The services of Bond Counsel under this agreement shall not include the following: (a) Legal services in connection with the acquisition of interests in real property, either through negotiation or through exercise of the power of eminent domain. (b) Legal services in connection with litigation. The performance by Bond Counsel of services excluded by this paragraph, if required by Client, shall be under separate oral or written agreement. 3. In consideration of the services set forth in paragraph 1, Client shall pay to Bond Counsel the following fee and costs: (a) The legal fee shall be an amount equal to one and one-quarter percent (1-1/4%) of that portion of the amount assessed not exceeding $1 million, plus one-half of one percent (.5%) of that portion of the amount assessed exceeding $1 million. (b) Costs shall be reimbursed to Bond Counsel as follows: 1) The cost of transportation, meals and lodging. 2) The cost of preparing auditor's record, if required: 7 cents per assessment for each year of the bond issue, with a minimum of $30.00. 3) The cost of long distance telephone calls: at billed cost. 4) The cost of photocopying: 10 cents per sheet. The cost of other services for which Bond Counsel makes arrangements under this agreement (such as bond printing costs) shall be billed to the Client and shall be paid by Client directly to the payee. (c) Payment by Client of the legal fee is contingent 2 .,. . . .. . ... upon the levy of assessments and the sale and delivery of improvement bonds representing unpaid reassessments in the reassessment district. If for any reason, reassessments are not confirmed and bonds delivered, Bond Counsel shall be paid no legal fee. Both the legal fee and costs are payable upon delivery of the bonds. 4. Bond Counsel certifies that it has no interest, either direct or contingent, in any property or contract arising from or affected by the reassessment district, except as Bond Counsel under this agreement. Bond Counsel does not represent any owner of property with~n the proposed boundaries of this reassessment district, and has not received a fee from any source for services connected with the project. DATED: April 20, 1987 CITY OF GILROY,' a municipal corporation of" the State of California ~fh~ Mayor lerk STURGIS, NESS, BRUNSELL & SPERRY a professional corporation By C4!, f) ~ P i p D. Assa 3