HomeMy WebLinkAboutContracts & Agreements_33-1985_CCv0001.pdf LAW OFFICES OF
ARTHUR L.LITTLEWORTH- GREGORY L.HAROKE BEST, BEST & KRIEGER PALM SPRINGS OFFICE
GLEN E,STEPHENS* RICHARD CROSS ATNERSiNCL.11— CORPOk—ONS
WILLIAM R,DrWOLVE IRWIN L.GOLDS 600 EAST TAHOUtTZ-MSCAL4UM WAY
BARTON C.GAU1- ANTONIA G.WEINER 4200 ORANGE STREET P,0.sox 2710
CHARLES D.FIELD HARLEY L.BJELLAND
PAUL T,SELZER. DAVID L.BARON R O.BOX IOZIS PALM SPRINGS,CALIFORNIA 92263
DALLAS HOLMES VIRGINIA A.MINGER (6191325-7Z64
CHRISTOPHER CARPENTER* VICTOR L,WOLF RIVERSIDE,CALIFORNIA 92502
RICHARD T,ANDERSON DANIEL E_O1JVIER TELEX 752735
JOHN D.WAHLIK- AwrL PIERRE CALONNE
MICHAEL 0,HARRIS* DANIEL J.MrHUGH TELEPHONE(714)686-1450
VH CURT EALY* CARL F. HERBOLD.JR. RANCHO MIRAGE OFFICE
THOMAS S,SLOVAK* KEVIN S,MILLS HOPE SOLIARE PROFESSIONAL CENTRE
JOHN E,BROWN. STEPHANIE K.HARLAN
RONALD J KOHUT MARC E-EMPEY 39700 608 HOPE DRIVE,SUITE 3!2
MICHAEL'-RIDDELL* JOHN R.ROTTSCHAEFER P.0.sox 5056
MEREDITH A-JUPY* VIRGINIA A.JOHNSON RANCHO MIRAGE,CALIFORNIA 92270
MICHAEL GRANT LETITIA E.PEPPER
FRANCIS i.BAUM MARTIN A.MUELLER (619"340-2445
ANNE T,THOMAS J.MICHAEL SUMMEROVR October 11 , 1985
D,MARTIN NETHERY* HOWARD S.GOLDS JAMES B-COR€SON,OF COUNSEL
GEORGE M,REYES KrNDALL H,M-cvEY
WILLIAM W.FLOYD,JR, MICHAEL P_DURKEE
MICHAEL A.CRISTE CLARK H.ALSOP RAYMOND BEST(1868-1957)
JAMES H.KRIEGER((913-(975,
-A PROFESSIONAL CORPORATION EUGENE BEST(1893-19811
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
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
Certificates of Participation ( the "Certificates" ) pursuant
to an installment sale financing arrangement by the City to
finance the acquisition, construction, and installation of a
water treatment plant and related facilities . 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 issuance,
sale and delivery of the Certificates .
We will prepare and draft all agreements,
resolutions, notices, certificate forms and all other legal
documents required by California law for the issuance, sale
and delivery of the Certificates. We will provide such
assistance to the City and Merrill Lynch Capital Markets,
the underwriter 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 .
LAW OFFICES OF
BEST, BEST & KRIEGER
Mayor and City Council
October 11, 1985
Page 2
We will also examine all proceedings for the
issuance and sale of the Certificates , step by step as
oaken, 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 and 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 base
fee , exclusive of out-of-pocket costs and expenses , which is
the greater of $30 , 000 or an amount calculated on the basis
of the percentages and amounts set forth below:
. 005 percent of the first $6 million of the amount
of the Certificates issued, plus
. 0015 percent of the next $9 million thereof, plus
. 0010 percent of the amount thereof , if any , over
$15 million.
Our fee as special counsel will be payable upon
issuance of the Certificates , pursuant to a requisition of
the City presented to the Trustee.
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 ,
~here shall be no such additional compensation due us with-
out the prior approval by the City of the performance of
such services.
in addition to one foregoing , we shall be reim-
bursed 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 of
e
LAW OFFICES OF
BEST. BEST & KRIEGER
Mayor and City Council
October 11, 1985
Page 3
documents, travel at the request of the City, and similar
items.
Should the contemplated proceedings be abandoned or
discontinue 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.
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.
We are looking forward to doing this work for you,
and we will use our best efforts to obtain results
beneficial to the City.
Re ectfully subpitted,
1611Y,
Richard T. Anderson
of Best , Best & Krieger
/ms
TERMS OF EMPLOYMENT APPROVED
THIS 15th DAY OF OCTOBER, 1985 .
&Ajr>4, 4e-<_
Authorized Officer of +71-e-
City of Redlands
RTA16