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HomeMy WebLinkAbout1974-15 CRA r "e' > . , . 41 . -8 ~ -" . . RESOLUTION NO. 74-15 A RESOLUTION OF THE COMMUNITY REDEVELOP}ŒNT AGENCY OF THE CITY OF SANTA ANA APPROVING AN AGREEMENT OF EMPLOYMENT WITH THE LAW FIRM OF €):"Me.I¥ehÿ & MYERS TO PROVIDE BOND COUNSEL SERVICES FOR THE COMMUNITY REDEVELOPMENT AGENCY WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (hereinafter referred to as "Agency") requires the service of bond counsel for the purpose of drafting documents, rendering legal advice, legal opinions and examining all proceedings in the process of the issu- ance of tax allocation bonds for the Redevelopment Agency to carry out the Redevelopment Project; and WHEREAS, the "Agency" desires to retain the services of the law firm of O'Melveny & Myers to render bond counsel services to the "Agency"; and WHEREAS, O'Melveny & Myers represent that they are authorized and qualified to provide such services for the "Agency". NOW, THEREFORE, BE IT RESOLVED that the Community Redev- elopment Agency of the City of Santa Ana hereby approves the Agreement of Employment of O'Melveny & Myers for bond counsel services which agreement is attached hereto and referred to as Exhibit "A" and authorizes the chairman of the Agency to execute said Agreement on behalf of the "Agency". APPROVED AND ADOPTED this .1!.Þ day of ATTEST: October , 1974. ~. ...~ ~ lU.~ , Florence I. Ma one, . Recording Secretary APPRQVED AS TO LEGAL FORM: I hereby certify that the foregoing Resolution was duly adopted by the Community Redevelopment Agency of the City of Santa Ana, California, at a meeting thereof, held on the 9th day of October , 1974, by the following vote, to wit: AYES, MEMBERS: Yamamoto, Garthe, Patterson, Evans NOES, MEMBERS: None ABSENT, MEMBE4~~7 Richard Gob11rsch, Executive Director -~~A( ~-~ Florence I. Ma one, Record1ng Secretary ATTEST: (! tf¡J - to . ~ AGREEMENT OF EMPLOYMENT . THIS AGREEMENT is made this ~ day of October , 1974, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public corporation (hereinafter sometimes called the "Agency"), .and O'MELVENY &MYEn$, a co-partnership, of Los Angeles, California (hereinafter sometimes called the "AttOrneys"). The parties mutually agree as follows: 1. In connection with the proposed issuance of tax allocation bonds by the Agency (the term "bonds" as used herein shall include notes and other evidences of indebtedness of the Agency) for the financing of all or a portion of the cost of the Santa Ana Re~evelopment Project, the Agency hereby employs the Attorneys to furnish, and the Attorneys hereby agree to furnish, legal services in connection with the issuance and sale EXHIBI'X' "A" of such bonds consisting of the following: (a) Drafting the resolution of the Agency providing for the issuance of the bonds, the notice inviting bids and the appropriate closing documents; 8 (b) Advice and instructions regarding the authorization, sale and delivery of the bonds; (c) Examination of all proceedings (a transcript of which is to be furnished to the Attorneys by the Agency) related to the sale and delivery of the bonds; /1) ,/J /1 I --- -_. -..i. . - Cd) Issuance of the Attorneys' customary legal opinion on the bonds to the Agency and to the purchaser of the bonds. . 2. For the services rendered under Section 1, the Agency agrees to pay the Attorneys a fee determined by applying the following rates to the total principal amoUnt of the bonds issued and sold: Amount Rate $150,000 to $1,000,000 $1,500 plus $2.50 per thousand on excess over $150,000 $1,000,000 to $5,000,000 $3,625 plus $1.50 per thousand on excess over $1,000,000 $5øOOO,000 to $10,000,000 $9,625 plus 75Ø per thousand on excess over $5,000,000 Such fee is payable following the delivery of the bonds to the purchaser thereof and the issuance of the Attorneys' approving opinion thereon. In the event that the Attorneys, a~ the request of the Agency, commence services and for any reason the bonds are not issued within one year after such commencement, or if the proceedings are abandoned, the Attorneys shall be paid a reasonable , ' fee for any services performed hereunder, the amount of such fee to be suggested by the 'Attorneys but to be subject . to the approval and concurrence of the Agency. In the event the bonds a,re thereafter issued, the amount of such fee will be credited against the fee due following such issuance computed under the foregoing schedule. 3. 'In addition to the fee provided in Section 2, the Attorneys shall be paid a reasonable fee based on 2. , - .. . . . ," - ~ the time spent in the preparation and filing of any request for revenue rulings with the Commissioner of Internal Revenue, in the event that such services become necessary in order to issue a tax opinion to the Agency and the purchaser of the bonds. 4. The Attorneys shall also be reimbursed by the Agency on periodic statements for any out-of-pocket expenses incurred by them in the course of such employment, .. including long distance telephone calls, travel at the Agency's request and similar items, but excluding overhead. 5. The scope of services to be provided is only to act as Bond Counsel and does not include litiga- tion or the rendering of other services or advice not connected with the issuance and sale of the bonds. 6. It is understood that you have employed Stone & Youngberg Municipal Financing Consultants, Inc. as financial consultants, who will prepare the Official statement in connection with the issuance and sale of the bonds and will give advice concerning those terms of the bond issue and of the sale thereof which, apart from legality, may affect the marketability of the bonds at a favorable interest rate. The Attorneys are to have no duties regarding any such Official Statement except to check it in advance of use as to the description of the bonds and the statements of law pertaining thereto. 7. It is recognized that the Attorneys may have clients which may from time to time have interests 3. F........__..._~ . 4' ',' .. . : - , adverse to the Agency or to the City of Santa 'Ana and that the Attorneys reserve the right .to represent such . clients in matters not connected with the project or the issuance and sale of the bonds. 8. This contract shall be binding upon and inure to the benefit of said firm of O'Melveny & Myers as presently constituted or as hereafter reorganized, provided that the opinion of the successor firm upon municipal bonds, whether under the same name or other- wise, is accepted by bond dealers and bond buyers as readily as the opinion of the firm as presently constituted. IN WITNESS WHEREOF, as of the date first herein- above written, the Agency has caused this instrument to be executed on its behalf and in its name by its duly authorized officer ~nd attested by its Secretary and O'Melveny & Myers has caused this instrument to be executed on its behalf. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA ATTEST: . f " 8": By ~,¡d~ y ~ .J f : j . j , 0 I MELVENY & MYERS 4. """