HomeMy WebLinkAboutContracts & Agreements_35-1992_CCv0001.pdf SEF RESOLUTION NO 48'
BEST, BEST & KRIEGER
A PARTNERSHIP!NGLs bD G PROFESStONAL CORPORATIONS
LAWYERS
PALM SPRINGS 400 MISSION SQUARE ONTARIO
(619) 325-7264 3750 UNIVERSITY AVENUE (714) 989-8584
POST' OFFICE BOX 1028
RANCHO MIRAGE RIVERSIDE, DALIPORNIA 92502
(619) 568-2611
TELEPHONE i7I4? 686-1450
TELECOPIER (714) 686-3083
April 16, 1992
Honorable Mayor and
Members of the City Council
City of Redlands
30 Cajon Street
Redlands, California 92373
Re: Proposal for Special Counsel Services for Proposed
Certificates of Participation (1992 Refunding of
1986 and 1987 Projects)
Ladies and Gentlemen:
The firm of Best, Best & Krieger will be pleased to serve
as special counsel in connection with the above-referenced
certificates of participation and proposes to perform the following
services on the basis set forth in this letter.
Certificates of Participation:
We will confer and consult with City staff on all matters
relating to the financing including participation in the review and
selection of appropriate financing methods. We will assist the
City in identifying the most advantageous method of financing based
upon our experience and we will attend all meetings of the City' s
staff, consultants and underwriter at which financing methods are
to be discussed and analyzed for successful completion of the
financing.
Our services will include the preparation of 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 also will review any official
statement prepared on behalf of the City, and attend all meetings
in which any action in connection with the proceedings is to be
taken. We will also review any purchase contract pursuant to which
the underwriter proposes to purchase the Certificates.
Subject to completion of the financing to our satis-
faction, Best, Best & Krieger will issue its approving legal
opinion to the purchasers of the Certificates to the effect that
all proceedings have been legally undertaken for the authorization,
execution, sale and delivery of the Certificates, or other
transactions relating to the financing and that interest paid with
respect to the Certificates is excluded from gross income for
federal income tax purposes and is exempt from State of California
GES106208
LAW OFFICES OF
BEST, BEST & KRIEGER
Honorable Mayor and
Members of the City Council
April 16, 1992
Page 2
personal income tax. We will also issue appropriate supplemental
opinions and certificates as may be necessary or appropriate.
Finally, we will confer and consult with City officials
with respect to problems which may arise during the period of
servicing and payment of the Certificates and provide any and all
other services commonly expected of special counsel.
Our fee for the foregoing legal services will be $67, 500 .
The fee will be payable only upon completion and sale of
the Certificates from the proceeds of the financing, and not
otherwise. If other services are requested by the City which are
not within the scope of those outlined above, they will be
performed on a time basis at the hourly rate of the attorneys
involved. In the event this financing is not completed for any
reason, the City will have no liability for any fees incurred by
our firm with respect to the financing.
In addition to the above fee, we will be reimbursed by
the City for any out-of-pocket expenses incurred by us in the
course of our employment, such as long distance telephone calls,
telegrams, facsimile telephone transmission, messenger and courier
services, travel at the request of the appropriate City officials,
duplicating, computer time and the like. It is understood that we
are to order the printing of the certificates and bonds for the
account of the City. The bills for this service will come directly
to the City and will be paid from certificate or bond proceeds.
Respectfully submitted,
Glen E. Stephens' '
of Best, Best & Krieger
GES/dfs
TERMS OF EMPLOYMENT APPROVED
THIS 2nd- DAY__-OF June
7� ATTEST:
1992 . ---:-�
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GES106208