Loading...
HomeMy WebLinkAboutReso 133-85 COP1985 Project1 RESOLUTION NO. 133 - 85 A RESOLUTION APPOINTING BOND CouNSEL AND BOND UNDERWRITER 1985 CERTIFICATES OF PARTICIPATION DUBLIN PUBLIC FACILITIES PROJECT NO.1 RESOLVED, by the City Council with the City of Dublin, California, that WHEREAS, it is the intention of this City through its duly appointed Trustee, Dublin Information Inc., a public benefit non-profit corporation, to issue Certificates of Participation in the approximate amount of $11,685,000 for purposes of acquiring property and constructing a Civic Center Complex and related facility; WHEREAS, it is necessary to retain the services of bond counsel and a financial bond underwriter. NOW, THEREFORE, IT IS ORDERED AS FOLLOWS: 1. That Robert M. Haight, Attorney at Law, Scotts Valley, California, be, and it is hereby retained as bond counsel for the above proceedings all in accordance with that certain letter agreement, attached hereto and incorporated herein by reference. The Mayor and City Clerk are authorized to execute said agreement in the space provided therefor. 2. That First California Regional Securities, Inc., San Francisco, California, be and they are hereby, appointed as financial Bond Underwriter who shall submit to this Council an offer to purchase said Certificates of Participation pursuant to terms and conditions to be agreed upon by the parties. Said Underwriter is hereby authorized and directed to make its best efforts to obtain a favorable rating from one or more of the three (3) rating services in New York City and to advise if said issue is insurable. I hereby certify that the foregoing resolution was duly and regularly adopted and passed by the City Council of the City of Dublin, California, at a regular meeting thereof held on the 9th day of December , 1985, by the following vote of the members thereof: AYES: Councilmembers Hegarty ~ ~ Jeffery~ Moffatt ~ Vor~heeder and Mayor Snyder NOES: · None ABSENT: None Mayor City Clerk -2- ROBERT M. HAIGHT /~ Attorney at Law 4740 Scotts Va]]~y Drive, Suite A Scotts Valley, California 95066 (408) 438-6610 Honorable Mayor and City Coun~l Members City of Dublin 6500 Dublin Boulevard Dublin, Cs]ifornia 94568 Honorable Mayor and City Council Members: This proposal is being submitted for your consideration in connection with the issuance by the Dublin Informal/on, Inc., a California nonprofit public bene~t corporation (the "Corporation"), of lease-revenue notes, bonds or other evidences of indebtedness (the "Bonds") pursuant to the laws of the State of Cs]~fornia for the f/nancing of various public fa~]ities, buildings and structures, including necessary land acqui~on, which shall be considered to be muni~pa]ly owned facilities. Such projects may be f/nanced pursuant to the provisions of applicable State law with regard to the issuance of Bonds by the Corporation based upon a lease arrangement with respect to such muni~pa~y owned fa~]ities by and between the Corporat~n and the City pursuant to Government Code Section 54240, et seq., as the same pertains to public leaseback corporation financings. The role of this Firm, in such financing or financings would be to represent the interests of the City and the Corporatk~n · while serving as Bond Counsel, to the Corporation and/or the City and render- ing the req~ opinion or opinions to the purchaser of the tax-exempt obligations to be issued by the Corporation as to legality for issuance under the laws of the State of California and the exempt/on of interest on such obligations from applicable federal and State income taxation. As stated above, this Firm sha~ act as Bond Counsel to the Corporation and/or the City for the financing pr~ects of the Corporation and the City, and, in connection therewith, the services of Bond Counsel would be to prepare ail legal documents necessary to implement the f/nancings for the pro~cts; preparation of necessary documents and ~]~ngs for the Corporatk~n; to attend such meeting or meetings of the Corporatk~n and the City Council at which action on such projects would be taken at your request; to supervise the proceedings step by step as taken to be certain that all necessary proce- dures are conducted in the proper manner and at the proper times; to consult with members of the City Staff in the preparatkDn of documents and in the scheduling of actions in connection with the financing pro~cts; preparation of the necessary agreements and resolutions for approval and adoption by the Corporation and the City, including, but not limited to, the Resolution of issuance, the Lease Agreement and ail closing documents; and to supervise delivery of the Bonds of the Corporat~n, and conduct the closing thereof and provide the approving opinion or opinions at the thne relating to legality and tax-exemption. Honorable Mayor and City Councdl Members Page Two For these services, the total fees for Bond Counsel services wou]_d be the following percentage of the principal amount of each series or issuance of tax-exempt obligations so issued from time to time by the Corporation plus all out-of-pocket expenses. 1-3/4% of the first $1,000,000 of Cerebrates issued; 1-1/4% of the next $1,000,000 of Cer~cates issued; 1/2 of 1% of the next $3,000,000 of Cer~mates issued; 1/4 of 1% of the next $5,000,000 of Cerebrates issued; 1/8 of 1% of the balance of such issue. It is expressly understood and agreed that this employment l~ter with regard to said percentage fee for Bond Counsel services is contingent upon the successsful sale and delivery of the tax-exempt obligations in each series or separate financing as contemplated hereunder. In addition, as previously referred to, Bond Counsel shall be compensated for ail out-of-pocket expenses either upon the delivery of the Bonds from the proceeds thereof or otherwise by the City or Corporation in the event the Bonds are not issued and delivered, but in any event for such items as travel, long-distance t~l~phone calls, messenger service, telecopying, Xeroxing, and the like for expenses related to such issuance of Bonds whether or not the Bonds are actually issued and delivered, and such out-of-pocket expenses shall be in addition to the Bond Counsel fee if the Bonds in one or more series are in fact issued. If the terms as outlined herein are sa~sfactory, please indicate acceptance hereof by the City and the Corporation through the execution of the acceptance in the form provided be/ow thereby employing Bond Counsel upon the terms stated herein, and return an executed copy of this letter. Respectfrdly yours, ROBERT M. HAIGHT, ESQ. Enclosure Honorable Mayor and City Council Members Page Three ACCEPTANCE The LAW OFFICE OF ROBERT M. HAIGHT, ESQ., is hereby employed as Bond Counsel to the Corporation and the City in accordance with the terms of the foregc~ng letter. Dated: , 1985 Mayor of the City of Dublin, Cs]iforn~a (SEAL) ATTEST: City Clerk of the City of Dublin, California Dated: , 1985 Pre--dent of Dub/in Information, Inc. (SEAL) ATTEST: Secretary of Dub/in Information, Inc.