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HomeMy WebLinkAbout2010-012 Quint & Thimmig LLP cf�L Agreement for Legal Services CITY OF ATASCADERO HISTORIC CITY HALL FINANCING PROJECT BOND COUNSEL AND DISCLOSURE COUNSEL SERVICES THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this day of AI G , 2010, by and between the CITY OF ATASCADERO (the "City"), and QUINT & THI MIG LLP,San Francisco,California ("Attorneys") WITNESSETH WHEREAS, the Atascadero Public Financing Authority (the "Authority") anticipates the issuance of its lease revenue bonds (the "Bonds") to finance improvements to the City's historic city hall,which Bonds will be payable from lease payments to be made by the City under a lease agreement by and between the Authority and the City;and WHEREAS, the City requires the services of bond counsel and disclosure counsel in connection with the authorization,issuance and sale of the Bonds, WHEREAS, the City has determined that Attorneys are qualified by training and experience to perform the services of bond counsel and disclosure counsel, and Attorneys are willing to provide such services, and WHEREAS, the public interest, economy and general welfare will be served by this Agreement for Legal Services, NOW,THEREFORE,IT IS HEREBY AGREED,as follows. Section 1 Duties of Attorneys. (a) Attorneys shall provide legal services, as bond counsel, in connection with the authorization, issuance and consummation of the financing proceedings relating to the Bonds. Such services shall include the following- (i) Consult and cooperate with officials of the City, City legal counsel, financing consultants, underwriters and other consultants, staff and employees of the City, and assisting such consultants, staff and employees in the formulation of coordinated financial and legal proceedings, (ii) Attend all meetings of the City at which the financing is to be discussed, as deemed necessary by for the proper planning of the financing proceedings or when specifically requested to attend, (iii) Prepare any required indentures, ordinances and all resolutions, notices and legal documents necessary for the proper conduct of the financing proceedings, (iv) Review all financial documents for legal sufficiency; (v) Review, without undertaking an independent investigation, any official statement or other disclosure document prepared in connection with the financing proceedings to assure correctness of disclosure relating to the legal documents, (vi) Prepare and provide a signature and no-litigation certificate, an arbitrage certificate and any and all other closing documents required to accompany delivery of the Bonds, (vii) Prepare and provide a complete transcript of the proceedings necessary to accompany delivery of the Bonds, (viii) Subject to the completion of proceedings provide a legal opinion that (if tax- exempt) the interest due with respect to the Bonds is excluded from gross income for purposes of federal income taxation and that such interest is exempt from California personal income taxation, (ix) Subject to the completion of proceedings, provide a legal opinion approving in all regards the legality of all proceedings relating to the Bonds, (x) Confer and consult with the City officials and agents with regard to problems which may arise during the servicing and payment of principal of and interest on the Bonds,and (xi) Such other and further services as are normally performed by bond counsel in connection with the issuance of Bonds. (b) Attorneys shall provide legal services, as disclosure counsel, in connection with the preparation of the official statement to be used in connection with the offering and sale of the Bonds (the "Official Statement"), the continuing disclosure certificate and the bond purchase agreement between the City and the underwriter of the Bonds Such services shall include the following: (i) Prepare the Official Statement (both preliminary and final) in connection with the offering of the Bonds, (ii) Confer and consult with the officers and administrative staff of the City as to matters relating to the Official Statement; (iii) Attend all meetings of the City and any administrative meetings at which the Official Statement is to be discussed, deemed necessary by Attorneys for the proper exercise of their due diligence with respect to the Official Statement,or when specifically requested by the City to attend, (iv) On behalf of the City, prepare the continuing disclosure certificate in a form which is acceptable to the City and the underwriter of the Bonds, (v) On behalf of the City, prepare the bond purchase agreement, if required, between the City and the underwriter of the Bonds in a form which are acceptable to the City and the underwriter of the Bonds, (vi) Subject to the completion of proceedings to the satisfaction of Attorneys, provide letters of Attorneys addressed to the City and the underwriter of the Bonds to -2- the effect that, although Attorneys have not undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, in the course of Attorneys participation in the preparation of the Official Statement Attorneys have been in contact with representatives of the City and others concerning the contents of the Official Statement and related matters, and, based upon the foregoing, nothing has come to Attorneys attention to lead Attorneys to believe that the Official Statement (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book-entry system, as to which Attorneys need express no view) as of the date of the Official Statement or the date of the closing for the Bonds contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,not misleading. Section 2. Compensation. (a) For the services set forth under Section 1(a), Attorneys shall be paid a legal fee for each issue calculated as follows,subject to a minimum fee of$30,000- 1% of the principal amount of the Bonds up to$1,000,000,plus 1/2% of the principal amount of the Bonds between$1,000,001 and$4,000,000,plus 1/4%of the principal amount of the Bonds between$4,000,001 and $25,000,000,plus 1/8%of the principal amount of the Bonds over$25,000,000 (b) For the services set forth under Section 1(b), Attorneys shall be paid a fee for each issue of$30,000,inclusive of all out-of-pocket expenses. Payment of said fees shall be entirely contingent, shall be due and payable upon the delivery of the Bonds and shall be payable solely from the proceeds of the Bonds and from no other funds of the City Section 3 Exceptions. Any services rendered in any litigation (other than validation proceedings deemed necessary by Attorneys) involving the City or the financing proceedings relating to the Bonds are excepted from the services to be rendered for the above compensation. On-going advice and preparation of necessary documentation regarding: (a) compliance with section 148 of the Internal Revenue Code of 1986, relating to arbitrage limitations and rebate provisions, or (b) the continuing disclosure requirements of the Bonds and Exchange Commission, are also excepted from the services to be rendered for the above compensation. For such services which Attorneys are directed to render for and on behalf of the City, compensation shall be on the basis of reasonable fees to be agreed upon by the City and Attorneys. Section 4. Termination of Agreement. This Agreement for Legal Services may be terminated at any time by the City, with or without cause, upon written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall, at the option of the City,become its property and shall be delivered by Attorneys to the City -3- 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. CITY OF ATASCADERO By Name Title Y— QUINT &THIMMIG LLP By 4Vt�� Brian D Qui t, artner -4-