HomeMy WebLinkAbout1995-06-27; Industrial Development Authority; 002 Exhibit 1; Bond Counsel AgreementBOND COUNSEL AGREEMENT
THIS AGREEMENT, made and entered into this ahday of June, 1995, by and
between the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF CARLSBAD, a
municipal corporation (hereinafter called the "Authority"), and STRADLING, YOCCA,
CARLSON & RAUTH, a Professional Corporation (hereinafter called "Bond Counsel");
A. The Authority desires to issue industrial development revenue bonds for certain
projects of CIP Limited, and other projects to be identified by the Authority from time to time.
B. The Authority desires to retain Bond Counsel to do the necessary legal work
hereinafter outlined upon the terms and conditions set forth for the issuance of the bonds.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, the parties hereto agree as follows:
1. The Authority employs Bond Counsel to furnish legal services herein set forth and
Bond Counsel agrees to furnish said legal services. Bond Counsel agrees to consult with and
advise Authority officials and its financial consultants as to the best legal method of
accomplishing the objectives of the Authority as set forth in the recitals hereof.
2. Bond Counsel's services will include, but will not be limited to, the preparation of
resolutions for adoption by the governing board of the Authority and the City Council of the City
necessary for the issuance of the bonds, preparation and/or review of an indenture, a financing
agreement, and all other necessary documents, assistance in the preparation of an official
statement, if applicable, and supporting documentation relating to the offering and sale of the
bonds; attendance at conferences and other meetings scheduled by the Authority or other
members of the financing team; and the issuance of opinions to the effect that the bonds have
been properly authorized and issued and are valid and binding obligations of the Authority and
that interest on the bonds is excluded from gross income for federal income tax purposes and
exempt from California income taxation.
3. For services to be rendered under this Agreement to the date of delivery of the
bonds, the Authority agrees to pay Bond Counsel a fee from amounts collected from the private
borrower for each purchase determined by the following schedule:
Principal Amount of Bonds
$1,000,000 or less
$1,000,001 to $5,000,000
$5,000,000 to $1O,OOO,OOO
$10,000,000 or more
$20,000
$20,000, plus 1/4 of 1 % of
the excess over $1,000,000
$30,000 plus 1/5 of 1 % of
the excess over $5,000,000
$40,000 plus 1/20 of 1% of
the excess over $10,000,000
Provided, however, the fee for the projects of CIP Limited shall be $15,000 for each
issue. In addition to the foregoing fees, Bond Counsel shall be reimbursed by the Authority for
any out-of-pocket expenses reasonably incurred by Bond Counsel in the course of this
employment, such as document reproduction and printing costs, filing fees, courier services,
word processing, long distance telephone calls, travel outside of Southern California at the
request of the Authority, and similar items of expense incurred by Bond Counsel with respect to
third parties who are not parties to this Agreement, provided, reimbursement for expenses of the
CIP Limited projects shall not exceed $1,500 per project.
The foregoing fees and expenses shall be payable at the time of delivery of the bonds. In
the event that the bonds do not sell, Bond Counsel shall be reimbursed for out-of-pocket
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expenses, but only to the extent that the Authority has received funds to cover such expenses
from the private borrower requesting the financing. In no event will the Authority be liable for
fees hereunder from its own funds.
4. Bond Counsel agrees to provide without additional cost normal follow-up
consultation and related services following the sale of the bonds. Should the Authority request
Bond Counsel to provide extraordinary services after the sale of the bonds, as determined by
Bond Counsel, including supplementary opinions, such services shall be provided at an additional
fee to be agreed upon at the time such services are requested.
5. The Authority agrees to accept and Bond Counsel agrees to provide the
aforementioned services primarily through E. Kurt Yeager. Bond Counsel reserves the right to
substitute another of its attorneys acceptable to the Authority.
6. Bond Counsel may, from time to time, have clients with interests adverse to the
Authority. Bond Counsel reserves the right to represent said clients except on matters relating to
the issuance and sale of the bonds.
IN WITNESS WHEREOF, as of the date first hereinabove written, the Authority and
Bond Counsel have executed this Agreement.
INDUSTRIAL DEVELOPMENT AUTH
S1 ADLING, YOCCA, CARLSON & RAUTH, A
Professional Corporation I
By: 1
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