HomeMy WebLinkAboutORRICK HERRINGTON & SUTCLIFFEAGREEMENT
FOR
SPECIAL COUNSEL SERVICES
a
THIS AGREEMENT is made and entered into as of this ist
day of May, 1992, by and between the CITY OF SANTA ANA,
hereinafter called the "City," and ORRICK, HERRINGTON &
SUTCLIFFE, attorneys at law, Los Angeles, California, hereinafter
called "Counsel."
R E C I T A L S
WHEREAS, the City desires to employ Counsel to provide
legal services incident to the sale and delivery of certificates
of participation (the "Certificates") for the purpose of
financing a police building and holding facility; and
WHEREAS, Counsel is prepared and able to provide all
legal services required and necessary incident to the sale and
delivery of the Certificates, as more fully described below.
C 0 V E N A N T S
NOW, THEREFORE, it is mutually agreed by the parties
hereto as follows:
Section 1. AGREEMENT FOR SERVICES. The City employs
Counsel to render, and Counsel agrees to render, legal services
incident to the authorization, sale and delivery of the
Certificates as follows:
1. Consultation with representatives of the City and
its financial advisor concerning the timing, terms and structure
of the financing, including analysis of the advantages and
disadvantages of each available financing technique and
considerations of state and federal tax law and public finance
law.
2. Preparation of legal proceedings for the
authorization, sale and delivery of the Certificates, including
preparation and/or review of the necessary resolutions, any
ground or facilities leases or subleases, trust agreements,
assignment agreements and other necessary documents for the
execution and delivery of the Certificates; supervision of the
printing of the Certificates; preparation of other proceedings
and documents (including closing papers) incidental to or in
connection with the execution and delivery of the Certificates,
including a signature and no litigation certificate and a tax
certificate; and coordination of the closing.
LA 1-20214.1
3. Assistance in obtaining ratings on the
Certificates, including attendance at meetings with the rating
agencies.
4-. Attendance at the sale and review and approval as
to legality of the bids received for the Certificates.
5. Attendance at all meetings of the City Council and
any administrative meetings at which any proceedings are to be
discussed which are deemed necessary for the proper planning of
the proceedings or when requested to attend.
6. Review of the official statement prepared for the
offering and sale of the Certificates with a view to ensuring
that the description of the legal documents contained therein is
accurate.
7. Rendering of the final legal opinion on the
validity of the Certificates and exclusion from gross income of
the portion of such obligation designated as interest and
received by the owners of the Certificates, and such other legal
opinions as may be appropriate in connection with delivery of the
Certificates.
8. Following the completion of the contemplated
financing and the expiration of our contract we would, in
accordance with our usual practice, handle routine inquiries and
consultation regarding the financing without charge.
Section 2. LEGAL FEES. For the services described in
Section 1 in connection with the authorization, sale and delivery
of the Certificates, the City agrees to pay Counsel, for a fixed-
rate financing, a flat fee of $50,000. Such amount would include
all out-of-pocket expenses (including long distance telephone
charges, copying, telecopying, word processing and secretarial
overtime), except out-of-state travel expenses undertaken at the
request of the City. Counsel's fee is contingent upon the
successful closing of the financing.
Section 3. INDEPENDENT CONTRACTOR. It is mutually
agreed by and between the City and Counsel that in the
performance of its services hereunder, Counsel is and shall be an
independent contractor, and not an officer or employee of the
City.
LA1-20214.1 2
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
A"FrEST:
VIANIGE 0.
CLIEF110K, fll.�71
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ORRICK, HERRINGTON & SUTCLIFFE
M
CITY OF SANTA ANA
By.
Daniel H. Young, Ma or
City Mana'-r
LAI-20214.1 3