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Home My WebLink AboutContracts & Agreements_6-1987_CCv0001.pdf 67 A LAW OFFICES OF s ARTHUR L.LITTLEWOPTH VIRGINIA A.ETTINGER BEST,, BES ( & KR I E G E R _ IN GLEN E.ST£PH ENS* VICTOR L,XK?lF WILLIAM R.DCWOLFE* DANIEL E.DLIV#ER X MAATNCAlHi♦1NCL vwa PKOFCIl314NAt.CO*$".YIONS SARTON C,GAUT * ARYL PIERRE CALONNE CHARLES O.FIELD* DANIEL J.McHUGH 400 MISSION SOLIARE IING#lNGS S PAUL T.SELZER* CARL F. MERSOLD 37503 UNIVERSITY AVENUE "F y. 1W We DALLAS HOLMES* STEPHANIE K.HARLAN m CHRISTOPHER CARPENTER* MARC E.EMP£Y POST OFFICE BOX 1026 RICHARD T.ANDERSON* JOHN R.ROTTSCHAEF£R IRAGE JOHN D.WAH LIN+ VIRGINIA A,JOHNSON RIVERSIDE,CALIFORNIA 92502 2'MAS MICHAEL D=HARRIS* LETITIA E.PEPPER W.CURT * MARTIN A,MUELLER TELEPHONE(714)6615`t4SO SAN DIEGO THOMAS S.S.SLOVAK* J.MICHAEL SUMM£ROtJR JOHN EBROWN- RONALD .KOHUT EUGENE TANAKAARD S. DS TE LEC:OPIER (7I4) 666`306.3 4519){g7-*6375 MICHAEL T.RIODELL* MARGARET F TANAKA MEREDITH A.JURY* BASIL T.CHAPMAN RAYMOND BEST s',1888-1957 PALM DESERT MICHAEL GRANT JEFFERY J.CRANDALL FRANCIS J•BALIM* SCOTT C.SMITH ,JAMES H.KRIEGER(1913-1975) (4519) S66-2611 ANNE T.THOMAS* LANCE A.ADAIR D'MARTIN NETHERY* JACK B.CLARKS EUGENE BEST(1893-1981) GEORGE M.REYES ROGER A.GRAD GORDON COLOGNE,OF COUNSEL WILLIAM W.FLOYD,JR. JEANN€TTE A.PETERSON JAMES 8.CORISON,OF COUNSEL MICHAEL A.CRISTE* CHRISTINE M.NORTH GREGORY L.HAROKE T€RI L.VOLLNOGLE RICHARD A,OSHINS,OF COUNSEL RICHARD CROSS GREGORY K-WILKINSON AOM)TTC6 iN NEW'00K,NCVAOA K€NDALL H.MACVEY DANIEL C•CARMICHAEL ['�{�^p WASHINOTON,d,C.COURT OF CLAIMS CLARK H. RWIN BARBARA E.KRtSTAL February 1 p 7 V f DAVID J. J.AIN* TBRIANIMOTHY M,LEWIS MICHAEL J.AND • T#MOTHY M.CONNOR DOUGLAS S.PHILLIPS* GEORGE H.CHANT 111 CHARLES M.ELLIS* RONALD A.VAN BLARCOM LANTSON E.CLOREO* REBECCA D.HICKOK IRWIN L.GOLDSBRADLEY E.NEUFELO ANTON IA G.Wet NER CECIL#A S.WU HARLEY L•BJELLAND MICHAEL E.HULME DAVID L,BARON GEOFFREY K.WILLIS WYNNE S.FURTN *A PROFESSIONAL CORPORATION Mayor and City Council of the City of Redlands City Hall 30 Cajon Street Redlands, California 92373 Re: Proposal Regarding Legal Services in Connection with the Issuance of Certificates of Participation (Redlands Community Hospital Project) Ladies and Gentlemen: This letter will serve as a proposal on the part of Best, Best & Krieger to serve as special counsel in connection with the authorization, issuance and sale of Insured Refunding Certificates of Participation (Redlands Community Hospital Project) , 1987 Series A (the "Certificates" ) pursuant to an installment sale financing arrangement between the City and Redlands Community Hospital ( the "Corporation" ) to refinance the acquisition, construction, and installation of a general acute care health facility operated by the Corporation. We propose to perform the following services on the basis hereinafter set forth: We will consult with and advise City officials and the City's financial consultant as to the best legal methods of accomplishing the objectives of the City in connection with the financing and the proceedings for the execution, sale and delivery of the Certificates* LAW OFFICES OF BEST, BEST & KRIEGER Mayor and City Council February 11, 1987 Page 2 We will prepare and draft all agreements, resolutions, notices, certificate forms and all other legal documents required by California law for the execution, sale and delivery of the Certificates. We will provide such assistance to the City and Goldman, Sachs & Co. , the under- writer for the issue, as may be required in preparing and reviewing any official statement to be used in connection with the offer and sale of the Certificates. We will also examine all proceedings for the issuance and sale of the Certificates, step by step as taken, and when the Certificates are sold, will issue our opinion or opinions upon the validity of the Certificates and on the exemption of the interest on the Certificates from State of California taxation and the exclusion of interest on the Certificates from inclusion in gross income for purposes of federal income taxation to the original purchaser of the Certificates. We will also attend all hearings and all meetings in connection with the proceedings where attendance is requested. For the services to be rendered pursuant to this proposal, including the preparation and supervision of proceedings, examination of each step as taken, and the issuance of our unqualified legal opinion or opinions attesting to the validity of the proceedings and the issuance of the Certificates, the City will pay to us a fee, exclusive of out-of-pocket costs and expenses, which is equal to $45,000. Our fee as special counsel will be payable upon execution and delivery of the Certificates from the proceeds of the financing. In the event we are requested to perform additional work outside of our services as special counsel, we will be paid additional compensation therefor at the hourly rates of the attorneys performing such services; provided however, there shall be no such additional compen- sation due us without the prior approval of the City of the performance of such services. In addition to the foregoing, we shall be reimbursed by the City for any out-of-pocket expenses incurred by us in the course of our employment, such as printing costs, long distance telephone calls, reproduction LAW OFFICES OF BEST, BEST & KRIEGER Mayor and City Council February 11, 1987 Page 3 of documents, travel at the request of the City, and Similar items. Should the contemplated proceedings be abandoned or discontinued at any time and the Certificates not issued, we shall be paid a reasonable fee, based on the time expended and the hourly rates of the attorneys performing services, for all services rendered to that time and to be paid or reimbursed to the City by the Corporation. If this arrangement is satisfactory to you, please authorize our employment according to the terms of this letter and return to us a copy of this letter executed by an authorized officer of the City. Respectfully submitted, f Y-V tkA Francis J. Baum of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED THIS 17th DAY OF FEBRUARY, 1987. Authorized Officer of the City of Redlands ATTEST: t—it� GES0203