Loading...
HomeMy WebLinkAboutContracts & Agreements_3-1994_CCv0001.pdf i BEST, BEST & KRIEGER 0.?A4TNERSfiIP INCLt.�iNG PROFES5:flNA�GORRORATIONS LAWYERS 400 MISSION SQUARE ARTHUR L.LITTLEWORTH* DOUGLAS S_PHILLIPS' WILLIAM D DAHI_NG,JR. MARY E.GILSTRAPE K,TRAYNUM CYNTHIA M, ANO 3750 UNIVERSITY AVENUE GLEN E.STEPHEN ANTONIA GRAPHOS POST OFFICE BOX 1028 WILLIAM R.DeWOLFE" GREGORY S K. WILKINSON JIEFFREY VODUNN CHRISTINE L..RICHARDSON BARTON C_GAUT* �jpylD L.BARON STEVEN C.DeBAUN )DANE GARCIA-COLSON RIVERSIDE,CALIFORNIA 92 502-1 02 8 PAUL T.SO_ZER" GENE TANAKA ERIC L.GARNER PHILIP J.KOEHLER TELEPHONE (9079)686-1.`450 DALLAS HOLMES' CHRISTOPHER L.CARPENTER` BASIL T.CHAPMAN DENNIS M.(OTA DIANE C. TELECOPIERS RICHARD T.ANDERSON` TIMOTHY M.CONNOR ROBERT RACHELW.7HARGREAVES DOROTHY MARESANDERSON EY (909)6$6-3083 682-4612 JOHN D.WAH LIN' VICTOR L.WOLF G.HENRY WELLES MXCHAEL D.HARRIS" DA DANiEl 1.NIEL McHUGN PAE.OLIVIER NT ICK H,WSF.PEARCE JAMES R.HARPER W.CURT EALY* KIRK W.SMITH DINA O.HARRIS THOMAS S.SLOVAK* HOWARD B.GOLDS JOHN E BROWN' STEPHEN P.DEITSCH JASON D.DABAREINER BARBARA CHARD RBARON OF MICHAEL.T.RIDDELL* MARC E-EMPEY KYLE A.SNOW COUNSEL. JOHN R.ROTTSCHAEFER MARK A.EASTER PATRICK D.DOLAN MEREDITH A.JURY" DEAN R.BERLETH JAMES B_(ORISON MICHAEL GRANT* MARTIN A-MUELLER DIANE L.FINLEY FRANCIS J.BAUM' J.MICHAEL SUMMEROUR MICHELLE OU ELLETTE HELENS P.DREYER ANNE I THOMAS' VICTORIA N.KING DAVID P.PHIPPEN,SR, SOMA RU BIO SHARMAMILY P, D.MARTIN NETHERT' JEFFERY J-CRANDALL SUSAN C.NAUSS GEORGE M.REYES SCOTT C-SMITH CHRISTOPHER DODSON JOHN d.PINKNEY WILLIAM W.FLOYD,JR. JACK B.CLARKE,JR. BERNIE L.WILLIAMSCN OFFICES IN GREGORY L.HARDKE BRIAN M.LEWIS ELAINE E.HILL PALM SPRINGS(679)325--264 KEN DALL H.MacVEY BRADLEY E_NEUFELD KEVIN K_RANDOLPH RAYMOND BEST(1868-1957} RANCHO MIRAGE(619)568-2611 CLARK H.ALSOP- SHARYL WALKER JAMES B.GILPIN JAM S DAVID J.ERWIN' PETER M�BARMACK MARSHALL S.RUDOLPH EUGENE BEST1893198179757 ONTARIO(909}989-8584 MICHAEL J.ANDEL SON' JEANNETTE A.PETERSON KIM A.BYRENS A aap.FGss:oNAl,coRPaaaTlc+v February 10, 1994 Honorable Mayor and Members of the City Council of the City of Redlands 30 Cajon Street Redlands, California 92373 Honorable Chairman and Members of the Redevelopment Agency of the City of Redlands 30 Cajon Street Redlands, California 92373 Re: Agreement for Bond Counsel Services for Lease Revenue Bonds Ladies and Gentlemen: This letter is intended to serve as an agreement between the City of Redlands (the "City"), the Redevelopment Agency of the City of Redlands (the "Agency") and Best, Best & Krieger ("BB&K") with respect to the provision of bond counsel legal services by BB&K to the City and Agency in connection with the issuance of proposed 1994 Refunding Lease Revenue Bonds. Services: We will confer and consult with City and Agency staff on all matters relating to lease financings including participation in the review and selection of appropriate financing methods. We will assist the City and Agency in identifying the most advantageous method of financing based upon our experience and we will attend all meetings of the City's and. Agency's staff, consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing. KAB203447 Y LAW OFFICES 6F I BEST, BEST & KRIEGER Members of the Cit Honorable Mayor and y Council of the City of Redlands, Honorable Chairman. and Members of the Redevelopment Agency of the City of Redlands February 10, 1994 Page 2 Our services will include the preparation of all agreements, resolutions, notices, certificate farms and all other legal documents required by California law for the execution, sale and delivery of the bonds (the ,Bonds"). 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 en. We will also review any purchase contract pursuant to which the underwriter proses to purchase the Bonds. Subject to completion of the financing to our satisfaction, BB&K will issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Bonds, or other transactions relating to the financing and that interest paid with respect to the Bands is excluded alifniia from grass income for federal income tax purposes and is exempt from State of Co 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 Bonds and provide any and all other services commonly expected of special counsel. Our fee for the foregoing legal services will be based upon the following schedule: Total Amount of Bonds Au1h0nZ9dFie $5,000,000 or less $30,000 $5,000,000 to $9,999,999 $30,000 plus'.25% of the excess over $5,000,000 $10,000,000 to $14,999,999 $42,500 plus .20% of the excess over $10,000,000 $15,000,000 to $19,999,999 $52,500 plus .15% of the excess over $15,000,000 $20,000,000 or more $60,WO plus .10 of the excess over $20, KA9203447 LAW OFFICES OF BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council of the City of Redlands, Honorable Chairman and Members of the Redevelopment Agency of the City of Redlands February to, 1994 Page 3 The fee will be payable only upon completion and sale of the Bonds from the proceeds of the financing, and not otherwise. If other services are requested by the City and Agency 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 and Agency 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 and Agency 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 and Agency officials, duplicating, computer time and the like. it is understood that we are to order the printing of the bonds for the account of the Agency. The bills for this service will come directly to the Agency and will be paid from ided by the Agency for such purpose. bond proceeds or other moneys prov Respectfully submitted, G n E. Stephens of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED TIES 15th DAY OF February 1994. Authorized Offit r of the City of Redlands KAB203447 BEST, BEST & KRIEGER A PARTNER P INCLUDING PRoFES fop­_COR—RATICTNS LAWYERS 400 MISSION SQUARE ARTHUR L.LITTLEWORTH' DOUGLAS S PHILLIPS' ELISE K.TRAYNUm CYNTHIA M.GERMANO 3750 UNIVERSITY AVENUE GLEN E.STEPHENS' AN IONIA GRAPHOS WILLIAM D.DAHLING,JR, MARY E.GILSTRAP W11 LIAM R.D�WOLFE. GREGORY K.WILKINSON MATT H.MORRIS GLENN P,SABINE POST OFFICE BOX 1028 IT JEFFREY V,DUNN CHRISTINE L,RICHARDSON BARTON C GAUT* WYNNES-FURT JOANE GARCIA-COLSON RIVERSIDE,CALIFORNIA 92502-1028 PAUL T.SELZER' DAVID L_BARON STEVEN C.DeBAUN PHILIP J.KOEHLER TELEPHONE (909)686-1450 DALLAS HOLMES' GENE TANAKA ERIC L.GARNER C.WIESE ER L CARPENTER* BASIL T.CHAPMAN DENNIS M.-L DIANE C TELECOPIERS CHRISTOPHER RACHELLE-L NICOLLE REBECCA MARES GURNEY RICHARD I ANDERSON' TIMOTHY LU CONNOR ROBERT( HARGREAVES DOROTHY LANDERSON (909)686-3083 - 682-4612 JOHN D.WAHLIFE' VICTOR OR L.WOLF JANICE L.WEIS G.HENRY WELLES MICHAEL D HARRIS' DANIEL E OLIVIER E W CURT EALY* DANIEL J.McHUGH PATRICK H.W.F.PEARCE JAMES R,HARP R S HOWARD B.GOLDS KIRK W SMITH DINA 0 HARRIS THOMAS SLOVAK' JASON D.DABAREINER BARBARA R,BARON JOHN E,BROWN- STEPHEN P.DEITSCH KYLE A.SNOW RICHARD T,EGGER OF COUNSEL MICHAEL T RLDDELL* MARC E. EMPEY PATRICK D.DOLAN JOHN R ROTTSCHALFER MARK A,EASTER ES B CORISON MEREDITH A.JURY' DIANE L,FINLEY DEAN R,DERLETH JAM MICHAEL GRANT' MARTIN A MUELLER IS J.BAUM' j-MICHAEL SUMMER01 J FRANCIS MICHELLE OUELLETTE HELENE P.DREYER VICTORIA N.KING DAVID P FLIPPER.SR, EMILY P.HEMPHILL ANNE T.THOMAS' 3ALL SUSAN C,NAUSS SONIA RUBIO SHARMA D MARTIN NETHERY' JEFFERY J.CRANI JOHN O.PINKNEY GEORGE SCOTT C SMITH CHRISTOPHER DODSON E GE M,REYES BERNIE L.WILLIAMSON OFFICES IN WILLIAM W.FLOYD,jR JACK B.CLARKE,JR GREGORY BRIAN M.LEWIS ELAINE E.HILL PALM SPRINGS(619)325-7264 Y L HAROKE KEVIN K,RANDOLPH KENDAL)_H.M--VEY BRADLEY E.NEUFELD D BEST(1868-1957) RANCHO MIRAGE(619)568-2611 CLARK H.ALSOP' SHARYL WALKER JAMES B.GILPIN RAYMOND 01893-1981}9757(113-1 D it) PETER M BARMACK MARSHALL S.RUDOLPH JAMESI-L ONTARIO(gog)989 8584 AY j ERWIN� -rE A.PETERSON KIM A.BYRENS EUGENE BEST MICHAEL J.ANDELSON' JEANNEi A P—ESS-NAL-_-P RAT February 10, 1994 Honorable Chairman and Members of the Redevelopment Agency of the City of Redlands 30 Cajon Street Redlands, California 92373 Re: Agreement for Bond Counsel Services for Tax Allocation Bonds Ladies and Gentlemen: This letter is intended to serve as an agreement between the Redevelopment Agency of the City of Redlands (the "Agency") and Best, Best & Krieger ("BB&K") with respect to the provision of bond counsel legal services by BB&K to the Agency in connection with the issuance of tax allocation bonds by the Agency. This agreement shall apply to the Agency's proposed 1994 Tax Allocation Refunding Parity Bonds, Series A and 1994 Taxable Tax Allocation Refunding Parity Bonds, Series B. -Services: We will confer and consult with Agency staff on all matters relating to tax allocation financing including participation in the review and selection of appropriate financing methods. We will assist the Agency in identifying the most advantageous method of financing based upon our experience and we will attend all meetings of the Agency'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 tax allocation bonds (the "Bonds"). We also will review any official statement KAB189332 0 g-, LAW OFFICES OF BEST, BEST & KRIEGER Honorable Chairman and Members of the Redevelopment Agency of the City of Redlands February 10, 1994 Page 2 prepared on behalf of the Agency, 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 Bonds. Subject to completion of the financing to our satisfaction, BB&K will issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings have been legally -undertaken for the authorization, execution, sale and delivery of the Bonds, or other transactions relating to the financing and that interest paid with respect to the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California 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 Agency officials with respect to problems which may arise during the period of servicing and payment of the Bonds and provide any and all other services commonly expected of bond counsel. Our fee for the foregoing legal services will be based upon the following schedule, completed separately for each Series: Total Amount of Fee Bonds Authorized $5,000,000 or less $30,000 $5,000,000 to $9,999,999 $30,000 plus .25% of the excess over $5,000,000 $10,000,000 to $14,999,999 $42,500 plus .20% of the excess over $10,000,000 $15,000,000 to $19,999,999 $52,500 plus .15% of the excess over $15,000,000 $20,000,000 or more $60,000 plus .10% of the excess over $20,000.000 KAB189332 LAW OF-FtCES--OF BEST, BEST & KRIEGER Honorable Chairman and Members of the Redevelopment Agency of the City of Redlands February 10, 1994 Page The fee will be payable only upon completion and sale of the Bonds from the proceeds of the financing, and not otherwise. If other services are requested by the Agency which are not wid&the scope of those outlined above, they will be performed on a time basis at the hourly rate of the attorneys involved. Iu the event this financing is not completed for any reason, the Agency 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 Agency 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 gTropiriate Agency officials, duplicating, computer time and the like. It is understood that we are to order the printing of the bonds for the account of the Agency. The bills for this service will come directly to the Agency and will be paid from bond proceeds or other moneys provided by the Agency for such purpose; Respectfully submitted, 1-7 Glen E. Stephens of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED TIRS 15th DAY OF February, 1994. In ho a Officer of the Redevelopment Agency of the City of Redlands KA8189332 BEST, BEST & KRIEGER LAWYERS A THUS L LITTLCWORTH' DOUGLAS S.PHILLIPS* ELISE K TRAYNUM CYNTHIA M.GERMANO 400 MISSION SQUARE 6R ANTONIA GRAPHOS WILLIAM D.DARLING,JR MARY E,GILSTRAP 3750 UNIVERSITY AVENUE LEN E,,STEPHLNS* WILK RIS GLENN P,SABINE POST OFFICE BOX 1028 WILLIAM R DeWOLFE* GREGORY K INSON MATT EL MOR E L.RICHARDSON BARTON C GAUI* WYNNE S.FURTH JEFFREY V DUNN CHRISEIN RIVERSIDE.CALIFORNIA 92502-102-8 PAUL I SELZER* DAVID L.BARON STEVEN C D*BAUN JOANE GARCtA-COLSON GENE DALLAS HOLMES' TANAKA ERIC L,GARNER PHILIP J KOEHLER TELEPHONE (909)686-1450 CHRISTOPHER BIER' BASIL I-CHAPMAN DENNIS M COTA DIANE C WIESE _HRISTOPHtR L,CARPE REBECCA MARES DURNEY TELECOPIERS RICHARD I.ANDERSON' TIMOTHY M.CONNOR RACHELLF:J.NICOLLE DOROTHY 1,ANDERSON JOHN VICTOR L.WOLF ROBERT W.HARGREAVES (909)686-3083 - 682-4612 N D WAHLtN' ' HARRIS L 0 MJANICE L WEIS G HENRY WELLES MICHAEL DANIEL E-OLIVIER W I DANIEL J M�EIUGH PATRICK H.W.F.PEARCE JAMES R HARPER CUR EALY' X. 0 KIRK W.SMITH DINA O.HARRIS THOMAS S.SLOVAK' HOWARD 8-GOLDS JOHN U BROWN* STEPHEN P.DELISCH JASON D.DABAREINER BARBARA R.BARON KYLE A SNOW RICHARD T.EGGER MICHAEL.I RIDDELL' MARC E EMPEY OF COUNSEL MURED1 N R ROTISCHALVER MARK A,CASTER PATRICK 1),DOLAN ETH A.JURY' JOHN DIANE L.FINLEY DEAN R.DERLETH JAMES B.CORISON MICHAEL GRANT' MARTIN A MUELLER ELLETTL HELENE P.OBEYER FRANCIS EIAUM' J-MICHAEL SUMMEROUR MICHELLE 00 J VICTORIA N.KING DAVID P.PHIPPEN'SR. EMILY P HEMPHILL ANNE T.THOMAS* SOMA RUBIO SHARMA D MARTIN NETHERY. JEFFERY J.CRANDALL SUSAN C,NAUSS SCOTT C-SMITH CHRISTOPHER DODSON JOHN O.PINKNEY GEORGE M.REYES OFFICES IN WILLIAM W FLOYD,JR JACK EL CLARKE,JR. BERNIE L.WILLIAMSON GREGORY L HARDKE BRIAN M.LEWIS ELAINE E HILL PALM SPRINGS(619)325-7264 BRADLEY E�NEUVELD KEVIN K.RANDOLPH KENDALL H.Ma�VEY PIN RAYMOND BEST(1868,1957) RANCHO MIRAGE(619)568-2611 CLARK H ALSOP- SHARYL WALKER JAMES B.GIL H JAMES H KRIEGER(1913-19751 ONTARIO(909)989-8584 DAVID J.ERWIN' PETER M.BARMACK MARSHALL S.RUDOLP MICHAEL J.ANOELSON- JEANNETTE A PETERSON KIM A.BYRENS EUGENE BEST(1893-1981) January 25, 1994 Honorable Mayor and Members of the City Council of the City of Redlands 30 Cajon Street Redlands, California 92373 Re: Agreement for Bond Counsel Services for General Obligation Bonds Ladies and Gentlemen: This letter is intended to serve as an agreement between the City of Redlands (the "City") and Best, Best &Krieger ("BB&K") with respect to the provision of bond counsel legal services by BB&K to the City in connection with the issuance of general obligation bonds by the City. This agreement shall apply to the City's proposed 1994 General Obligation Refunding Bonds, and all subsequent such general obligation bonds issued by the City. To the extent the services set forth in this agreement are not set forth in any existing agreements for the provision of legal services by BB&K to the City, this agreement shall be treated as an amendment to such existing agreements and may only be further acnesledby written, afire-cmient, of the pOrt-1141S. Services: We will confer and consult with City staff on all matters relating to general obligation financings 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 election materials, agreements, resolutions, notices, certificate forms and all other legal documents required by California law KA8201343 LAW *VFICt9 OF BEST, BEST & KRIE EP Honorable Mayor and Members of the City Council of the city of Pixilands January 2 , 1994 Page 2 for the execution, We and delivery of general obligation bonds (the "Bonds.). We also will review any offices statement prepared on behalf of the City, and attend all meetings in which y action in connection with the proceedings is to be taken. We will also-review notices of sale, in connection with a competitive bid or any purchase contract pursuant to which an underwriter negotiates to purchase the Bends. Subjed to completion of the financing to our satisfaction, l will issue its approving legal minion to the purchasers of the Bonds to the effect that all Proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Bonds. or ether transactions r0ating to the financing and that interest paid with respect to The Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax, we will also issue appropriate supplemental op' 'ons and certificates as may be necessary or appropriate- Finally rop iat -F' y we will confer and consult with City officials with respect to problems which may arise ding the period of servicing and payment of the Bonds and provide any and all other services commonly expected of special counsel. our fee for the foregoing legal services will be based upon the following schedule: Total Amount of Bands dthmr—ized Fee $5,000,000 or less $25,000 $5,000,000 to $9,999,999 $25,000 plus .25% of the excess over $5,000,000 stmoomo to $14,999,999 $37,500 plus ,20% of the excess over $10,000,000 $15,000,000 o $1:9,999,999 $47,50 plus .15% of the excess over $15,000,000 $20,000,000 or more $55,OW plus .10% of the excess over $20, KA8201343 LAW OFFtCES OF BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council of the City of Redlands January 25, 1994 Page 3 The fee will be payable only upon completion and sale of the Bonds 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 for the account of the City. The bills for this service will come directly to the City and will be paid from bond proceeds or other moneys provided by the City for such purpose. Respectfully submitted, 4400 &go, Francis J. Baum of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED THIS 1st DAY OF FebruarV, 1994. Authorized Officer of the City of Redlands KA8201343 A BEST, BEST & KRIEGER {,yYq�-MY s LAWYERS ITTLEWORTH' DOUGLAS S PHILLIPS* ELSE K.TRAYNUM CYNTHIA M GERMANO 400 MISSION SQUARE ARTHUR L L W1, MARY E.GILSTRAP 3750 UNIVERSITY AVENUE IONIA GRAPHOS, LOAM 0,DAHLING,JR GLEN E STEPHUNS' AN MATT EL MORRIS GLENN P,SABINE POST OFFICE BOX 1028 WILLIAM R D*WOLFE* GREGORY K WILKINSON WYNNE S.FORTH JEFrREY V DUNN CHRISTINE L,RICHARDSON RIVERSIDE,CALIFORNIA 92502-1028 BARTON C GAUT* C D�BAUN JOANE GARCIA-COLSON PAUL I SLLZER* DAVID L.BARON STEVEN C. PHILIP J,KOEHLER TELEPHONE {909}686-1450 DAT} GENE TANAKA ERIC L,GARNtR CHRISTOPHER HOLMES* CHAP, AN DENNIS M.COT A DIANE C WIESE RNEY HRISTOPHER L CARPENTER' BASIL I M._ _N RAC-ELLE I NICOLLE REBECCA MARES DU TELECOPIERS RICHARD I ANDERSON* TIMOTHY ROBERT W HARGREAVES DOROTHY LANDERSON -3083 - 682-4612 JOHN D WA"LIN- VICTOR L.WOEHENRY WELLES {909}686-3053 L DANIEL E_OLIVIER JANICE L WUISF�P G H MICHAEL D HARRIS' PATRICK H,IN FARCE JAMES R HARPER W CURT EALY* DANIEL J.M�HUGH ORK W SMITH DINA 0 HARRIS THOMAS S SLOVAK* HOWARD B GOLDS I JOHN L BROWN* STEPHEN P.DEITSCH JASON W. DABARtINER BARBARA R,BARON KYLE A,SNOW RICHARD T EGGER OF COUNSEL MICHAE L RIDDELL' MARC E,EMPEY MARK A.EASIER PATRICK D.DOLAN MEREDITH A JURY* JOHN R. ROTISCHAFFER I FINLEY DEAN R DERLEIH JAMES B.CORISON M MARTIN A.MUELLER DIANE L HELENS OBEYER F ICHAEL GRANT J.MICHAEL SUMMEROUR MICHELLE UELLETTE FRANCIS J HAUM* 0 P.HEMPHILL ANNE T THOMAS* VICTORIA N.KING DAVID P PHIPPEN'SR. EMILY UBIO SHARMA ON JEFFERY 1.CRANDALL SUSAN C.NAUSS SONIA R ,,MARTIN NETEERY' SCOTT C_SMITH CHRISTOPHER DODSON JOHN 0,PINKNEY WILLIAM M REYES ACK B.CLARKE.JR BERNIE L,WILLIAMSON OFFICES IN W,FLOYD,JR J ELAINE E.HILL PALM SPRINGS t(5191325-7264 GREGORY L HARDKE 88RIAAD"LEMY.ELEZ EISIFIELD KEVIN K.RANDOLPH KENDA L H.M-VEY JAMES EE GILPIN RAYMOND BEST(1868-1957) RANCHO MIRAGE{61 97 568-2611 CLARK H. SHARYL WALKER H ALSOP* PETER M.BARMACK MARSHALL S.RUDOLPH JAMES H.KRIEGER(1913-1975) ONTARIO(909)989-8584 DAVID J.ERWIN' KIM A.BYRENS EUGENE BEST(1893-1981) MICHAEL J.ANOELSON* JEANNETTE A.PETERSON *A pW OVESSiONAt C_I)W"ATtON January 25, 1994 Honorable Mayor and Members of the City Council of the City of Redlands 30 Cajon Street Redlands, California 92373 Re: Agreement for Special Counsel Services for Certificates of Participation Ladies and Gentlemen: This letter is intended to serve as an agreement between the City of Redlands (the "City") and Best, Best & Krieger ("BB&K") with respect to the provision of special counsel legal services by BB&K to the City in connection with the issuance of certificates of participation by the City. This agreement shall apply to the City's proposed 1994 Taxable Certificates of Participation, and all subsequent such certificates of participation issued by the City. To the extent the services set forth in this agreement are not set forth in any existing agreements for the provision of legal services by BB&K to the City, this agreement shall be treated as an amendment to such existing agreements and may only be further amended by written agreement of the parties. Services: We will confer and consult with City staff on all matters relating to lease or installment sale financings 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. KA8189430 LAW OFFICES OF BEST, BEST & KRIEGER Honorable Mayor and Members Of the City Council of the City of Redlands January 25, 1994 Page 2 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 certificates of participation (the "Certificates"). We also will review any official statement prepared on behalf of the City, and attend all meetings in which any action in connec- tion 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 satisfaction, BB&K 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 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 based upon the following schedule: Total Amount of Certificates Authorized Fee $5,000,000 or less $30,000 $5,000,000 to $9,999,999 $30,000 plus .25% of the excess over $5,000,000 $10,000,000 to $14,999,999 $42,500 plus .20% of the excess over $10,000,000 $15,000,000 to $19,999,999 $52,500 plus .15% of the excess over $15,000,000 $20,000,000 or more $60,000 plus .10% of the excess over $20,OW,WO KAB189430 LAW OFFICES OF BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council of the City of Redlands January 25, 1994 Page 3 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 for the account of the City. The bills for this service will come directly to the City and will be paid from bond proceeds or other moneys provided by the City for such purpose. Respectfully submitted, 440 Awon 4W * Francis J. Baum of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED TIUS 1st DAY OF Februarv, 1994. uthorized Officer of the City of Redlands KA8189430