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HomeMy WebLinkAboutAGENDA REPORT 1985 1021 CC REG ITEM 10I &,- o� AGR EEMENT THIS AGREEMENT is made and entered into this 21st day of October, 1985, by and between SABO & GONDEK, a Professional Corporation, hereinafter referred to as "BOND COUNSEL", and the CITY OF MOORPARK, a Municipal Corporation, and the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF MOORPARK, hereinafter collectively referred to as "CITY",-- - WITNESSETH - THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 1. SERVICES City retains Bond Bounsel to provide, and Bond Counsel will provide, legal services in connection with the City's issuance of industrial development bonds (hereinafter referred to as "BONDS) . Such services shall include but not be limited to the rendering of a legal opinion (hereinafter referred to as "the opinion") pertaining to the issing of the Bonds to the effect, that: a. the Bonds have been properly authorized and issued and are valid and binding obligations; b. the essential sources of security for the Bonds have been legally provided; and C. all interest on the Bonds is exempt from federal and California income taxation. Bond Counsel's services will also include compiling a sufficient record justifying the opinion by: i. researching applicable laws and ordinances related to the proposed issue; ii. attending conferences and consulting with City staff and counsel regarding such laws, and need for amendments thereto, or additional legislation; iii. participating with any financial advisors, underwriters or other experts retained by the City in structuring the issuance of the Bonds; iv. supervising and preparing documentation of all steps to be taken through the issuance of the Bonds, including by not limited to: -1- a. drafting all resolutions, rules and regulations of City and all other basic documents relating to the -- recur-_t_y_of_thP nndsr_in consultation- its counsel and financial advisors, underwriters and other experts; b. preparing the record of proceedings for the authorization, sale and issuance of the Bonds, and conducting the closing thereof; C. preparing documents relating to the financing, including the loan agreements, the regulatory agreements, and the indenture; d. assisting in the preparation of the official statement or placement memorandum and supporting documenta- tion relating to the offering for sale of the Bonds; e. reviewing the Bond purchase contracts or the bidding documents and participating in the related negotiations; f. attending information meetings and other conferences scheduled by the City, the financial advisors or the underwriter; g. consulting with prospective purchasers, their legal counsel and rating agencies; h. consulting with counsel to City concerning any legislation or litigation during the course of the financing; i. consulting with the trustee and counsel to the trustee; j. preparing the form of the Bonds, and supervising their production or printing, signing, authentication and delivery; k. rendering the final approving opinion as to the validity, legality and tax exemption of the Bonds for use and distribution upon their issuance; and } rendering any necessary collateral legal opinions as �1 to the inapplicability of the registration requirements of federal securities laws and other matters related to the issuance of the Bonds. Q­ eCrvices INDIVIDUALS RESPONSIBLE FOR PROVIDING SERVICES ity agrees to accept and Bond Counsel agrees to provide the afore- vi, primarily through -2- Should @ A X the above attorney( be unable to provide such services due to death, disability, or similar event, Bond Counsel reserves the right to substitute unilaterally another Qf_its atto nears to provide- such_seruices,_-and such ----- substitution shall not alter or affect in any way Bond Counsel's or City's other obligations under this agreement. 3. FEE a. Basic Fee City agrees to pay Bond Counsel a fee in accordance with the schedules attached hereto, provided that payment of such fee is entirely contingent upon the successful sale of the Bonds. b. Out-of-Pocket Expenses City also agrees to reimburse Bond Counsel for out-of-pocket expenses incurred in connection with the provision of the aforementioned services, including: i. long distance telephone, telex, and telegram charges, ii. messenger and delivery charges; iii. traveling expenses outside of Southern California, at City's request, iv. document production charges, and V. similar out-of-pocket expenses The payment of such expenses is entirely contingent upon the successful sale and delivery of the Bonds, except that if the City should collect a deposit from Kavlico Corporation (the developer), City will reimburse Bond Counsel for the aforementioned out-of-pocket expenses even if the Bonds are not sold, but such reimbursement shall be made only to the extent that the funds collected from Kavlico Corporation are adequate to pay Bond Counsel's out-of-pocket expenses after the City has been reimbursed for all of its costs incurred in connection with the issuance of the Bonds, including printing costs, rating agency fees, fees for any feasibility study, City staff, City Attorney and financial consultant costs, and other similar costs. 4. Follow-Up Services Bond counsel agrees to provide, without additional cost, normal follow-up consultation and related services following sale of the Bonds. Should City require Bond Counsel to provide extraordinary services after sale of the Bonds, such services shall be provided at an additional fee to be agreed upon at a later date. 5. Time Time is of the essence. -3- 6. Interpretation of Agreement Should interpretation of this agreement, or any portion thereof, be necessary, it is deemed that this agreement was prepared by each of the parties hereto jointly and equally, and shall not be interpreted against any party on the ground that the party prepared the agreement or caused it to be prepared. 7. Entire Agreement of the Parties This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Bond Counsel to the City, and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties hereto have executed this agreement on this 21st day of October, 1985. SABO & GONDEK, a Professional Corporation By (.Notarial Certificate Attached) Title And by Title DEVELOPER CITY OF MOORPARK, a Municipal Corporation and INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF MOORPARK By Mayor ATTEST: City Clerk (SEAL) CITY -4- EXHIBIT I Basic Fee: The fee for the services described in the Agreement upon the issuance and delivery of the Bonds for the project shall be TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) paid only from the Bonds proceeds. Out-of-Pocket Expenses: In addition to the Basic Fee, Bond Counsel shall be reimbursed for out-of-pocket expenses incurred pursuant to Section 3b of the Agreement in an amount not to exceed 4` 'r4 d Q, D d -5-