HomeMy WebLinkAboutJones Hall Hill & White; 1984-01-18;* 1176M JHHW: WHM: sss --
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AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into this 18th day of January ,
1984, by and between the COSTA REAL MUNICIPAL WATERDISTRICT, a municipal water district, hereinafter referred to as the "District", and JONES HALL HILL
& WHITE, A Professional Law Corporation, San Francisco, California, hereinafter referred to as "Attorneys".
WITNESSETH:
WHEREAS, the District proposes to finance certain public improvements for the improvement of the water storage and supply facilities of the District (the "Project") through lease financing proceedings; and
WHEREAS, Attorneys are specially trained and experienced in the conduct of such financing proceedings; and
WHEREAS, the public interest, economy and general welfare will be served by this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED, as follows:
1. Duties. Attorneys shall provide legal services in connection with the authorization, issuance and consummation of financing proceedings for the Projects. Such services provided by Attorneys shall include the following:
Conferring and consulting with the Board of Directors of the District and members of the District staff, the consultants to the District, legal counsel to the District and such other persons as the District may direct as to the method of financing the Projects and as to any matters necessary to consummate the financing proceedings which are selected.
a.
b. Attending all meetings of the District and District staff at which the proceedings are discussed when requested to attend.
c. Preparing all necessary legal documents relating to the financing proceedings, including any financing plan or plans, resolutions, ordinances, agreements, notices or other documents necessary or appropriate to the financing proceedings.
d. Reviewing any official statement prepared by financial consultants to the District or underwriters to assure disclosure of material facts known to Attorneys.
e. Preparing and providing a signature and incumbency
certificate, a no-litigation certificate, an arbitrage certificate, receipts
and all other closing documents required to accompany delivery of the f i nanci ng documen.ts.
f. Assisting in preparing and providing a complete transcript
of the conduct of the proceedings necessary to accompany delivery of the
financing documents.
g. Providing federal income tax advice relating specifically
to the tax exemption of interest on the financing securities and the
procedures for maintaining such exemption following delivery of the financing
securities.
h. Subject to the satisfactory completion of the financing
proceedings, providing the written legal opinion that interest on the securities is exempt from federal and State income taxes and approving in all
regards the legality of all proceedings for the authorization, issuance and delivery of the Certificates of Participation or other financing securities.
i. Conferring and consulting with District officers,
employees and agents with regard to problems which may arise during the servicing and payment of the Certificates of Participation or other financing
securities.
j. Providing all other necessary services generally expected of bond counsel not listed above. I
2. Compensation. For said services, Attorneys shall be paid the
following compensation:
a. One percent (1%) of the principal amount of the issue of
Certificates of Participation or other financing securities to a principal
amount of $1,000,000, plus
b. One-half percent (1/2%> of said principal amount in excess
of $1,000,000 but less than $5,000,000, plus
c. One-quarter percent (1/4%> of said principal amount in excess of $5,000,000, but less than $10,000,000, plus
d. One-eighth percent (118%) of said principal amount in
excess of $10,000,000.
Said fees shall be payable solely from the proceeds of the
financing and not otherwise.
In addition, Attorneys shall be reimbursed for any costs advanced
by Attorneys on behalf of the District, including special delivery and messenger services, transcript binding and expenses for travel outside the State, but specifically excluding travel expenses within the State.
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3. Exceptions. The following services are excepted from the
services to be rendered for the above compensation: any services rendered in
any litigation involving the District or the proceedings. For such services
which Attorneys are directed to render for and on behalf of the District,
compensation shall be on the basis of a reasonable fee to be agreed upon by
District and Attorneys.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
COSTA REAL MUNICIPAL WATER DISTRICT //&K@hdd N. M. ALMACK, President
JONES HALL HILL & WHITE,
A Professional Law @rporation
BY Nil-liam H. Madison
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