Resolution No. GPFFA 1994-02 | Approving Agreement for Legal Services; 1994 Authority Revenue Bonds | Adopted 03/21/1994RESOLUTION NO. 94 - 2
RESOLUTION APPROVING AGREEMENT
FOR LEGAL SERVICES
1994 AUTHORITY REVENUE BONDS
The Board of Directors of the Gilroy Public Facilities
Financing Authority resolves:
This Board approves that certain agreement between the Gilroy
Public Facilities Financing Authority and STURGIS, NESS, BRUNSELL &
ASSAF a professional corporation for services of that firm as
Special Bond Counsel for the issuance of 1994 Authority Revenue
Bonds, Gilroy Public Facilities Financing Authority, City of
Gilroy, Santa Clara County, California, dated March 21, 1994, and
attached to this resolution.
The President is authorized to sign the agreement and the
Secretary is authorized to attest its execution.
I hereby certify that the foregoing resolution was duly and
regularly adopted and passed by the Board of Directors of the
Gilroy Public Facilities Financing Authority, City of Gilroy,
California, at a regular meeting thereof held on the 21st day of
March, 1994, by the following vote of the members thereof:
AYES, and in favor, thereof, Boardmembers: GILROY, KLOECKER,
MORALES, ROGERS, ROWLISON, VALDEZ and GAGE.
NOES, Boardmembers: None
ABSENT, Boardmembers:None
- President
RESOLUTION NO. 94 - 2
ORIGI AL
AGREEMENT FOR LEGAL SERVICES
GILROY PUBLIC FACILITIES FINANCING AUTHORITY
CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA
This is an agreement for legal services between the
GILROY PUBLIC FACILITIES FINANCING AUTHORITY, a joint powers
authority of the State of California, referred to as Client, and
STURGIS, NESS, BRUNSELL & ASSAF a professional corporation,
Attorneys at Law, Emeryville, California, referred to as Special
Bond Counsel.
1. Client retains Special Bond Counsel as special
counsel to perform the following legal services relating to the
proposed issuance and sale of the 1994 Authority Revenue Bonds
("Revenue Bonds"):
(a)
To participate in staff meetings, to attend Board
meetings and to otherwise take part in preliminary
discussions regarding the proposed financing.
(b)
Provide legal services respecting the proposed
financing transaction.
(c)
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 reassessment report required by Section 9523 for
the underlying Consolidated Refunding District No.
1994-1.
(d)
The preparation of written instructions to Client's
Clerk and other staff members concerning the
performance of legally-required duties.
(e)
Review of documents prepared by Client's engineering
staff or consulting engineers, including
reassessment diagram and reassessment roll.
(f)
Attendance at all public meetings of Client at
which matters relating to the reassessment
district are considered, except routine matters.
(g)
Preparation of refunding bonds to represent
reassessments.
(h) Arrangements for the printing of revenue bonds.
(i)
The preparation of a record of assessment
installments for the use of the County Auditor, if
required.
(J)
Arrangements for the sale of refunding bonds and the
revenue bonds, including a review of financial
disclosure requirements.
(k) The preparation of bond delivery documents.
(1)
The rendition of a legal opinion on the validity of
the revenue bonds and the refunding bonds and the
proceedings leading to their issuance.
(m)
Preparation of a transcript of the legal proceedings
in loose-leaf form for the use of the Client.
(n)
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 Special 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 Special 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 Special Bond Counsel the following
fee and costs:
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(a)
The legal fee shall be an amount equal to one-half
of one percent (1/2%) of that portion of the amount
of the revenue bond issue not exceeding $10 million,
plus one-fourth of one percent (1/4%) of that
portion of the amount of the revenue bond issue
exceeding $10 million but not exceeding $20 million,
and one-eighth of one percent (1/8%) of that portion
of the amount of the revenue bond issue over $20
million.
(b)
Costs shall be reimbursed to Special Bond Counsel as
follows:
1)
Filing and recording fees and publication costs
advanced on behalf of Client.
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)
Costs of Federal Express or similar delivery
service.
4)
Cost of preparation of notices to
property owners.
The cost of other services for which Special 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 upon the
sale and delivery of the 1993 Authority Revenue Bonds.
If for any reason, revenue bonds are not delivered,
Special Bond Counsel shall be paid no legal fee. Both
the legal fee and costs are payable upon delivery of the
bonds.
4. Special 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 or the revenue bonds,
except as Special Bond Counsel under this agreement. Special Bond
Counsel does not represent any owner of property within the
proposed boundaries of the reassessment district, and has not
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received a fee from any source for services connected with the
project.
DATED:
March 21, 1994
GILROY PUBLIC FACILITIES FINANCING
AUTHORITY, a joint powers authority of the
State o~alifornia
Chairman ~ ~he Board
/ SecretarY
STURGIS, NESS, BRUNSELL & ASSAF
a professional corporation
'~ Philip' D. Ass~