HomeMy WebLinkAboutContracts & Agreements_5-1974_CCv0001.pdf is r1dotrhday of
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1974 ,
bY and between the REDEVELOP-
MENT AGENCI OV TYE CITYOP REDIANDS, a Public corpoa
rtioll
(herciDafter sometimes called the "Agency") , and O'MELVLNy
f4 f�!'YF-ESI co-PartncrshiM Of Los Angeles, California
(here'naft(r sOmetimOs called the "Attirneys") . The
parties mutually agree as follows:
1. In connection with the proposed issuance
of tax increment bonds by the Agency to finance the
acquisition of land and the cOnstru c tion of public
iMPr`0VVM0Dts Within the Redlands Wevelopment Project
area, the Agency hereby employs the Attorneys to furnish
legal services consisting of the following:
(a) Drafting the resolution of the
Agency providing for the issuance Of the bonds,
the notice inviting bids and appropriate closing
documents;
(b) Advice and instructions regarding
the authorization, sale and delivery of the bonds;
(c) Examination Of all proceedings
(a transcript of which is to he furnished to
the Attorneys Ly the Agency) related to the
sale and Oelivery of the Londs;
(6) lssuancc of the Attorneys' customary
legal op;nina on the !OnOn to the Agency and
to the pnrchaser of the Loris.
2. For the services rendered under Section 2,
the Agency agrees to Pay the Attorneys a fee determined
by applying the following rates to the total principal
amount of the bonds issued and sold:
Amount Rate
$150,000 to $1,000,000 $1,500 plus $2. 50
Per thousand on excess
over $150,000
$1,000,000 to $5,000,000 $3,625 plus $1.50
per thousand on excess
over $1,000,000
Such fee is payable following the delivery of
the bonds to the purchaser thereof and the issuance of
the Attorneys' approving opinion thereon. In the event
that the Attorneys, at the request of the Agency, commence
services and for any reason the bonds are not issued within
one Year after such commencement, or if the proceedings
are abandoned, the Attorneys shall be paid a reasonable
fee for any services performed hereunder, the amount of
such fee to be suggested by the Attorneys but to be sub-
)Oct to the approval and concurrence of the Agency. In
the event the bonds are thereafter issued, the amount of
such fee will be credited against the fee due following
such issuance computed under the foregoing schedule.
3. In addition to the fee provided in Section
2, the Attorneys shall be paid a reasonable fee based on
the time spent in the preparation and filing of any
request for revenue rulings with the Commissioner of
Internal Revenue, in the event that such services become
necessary in order to issue a tax opinion to the Agency
and the purchaser of the bonds.
4. The Attorneys shall also be reimbursed by
the Agency on periodic statements for any out-of-pocket
expenses incurred by them in the course of such employ-
ment for long distance telephone calls, telegrams, travel
at the Agency's rcquest and similar items.
5. The scope of sorvices to be provided is
only to act as Bond Counsel ana does not include liti-
gation or the rendering of other services or advice not
connected with the issuance and sale of the bonds.
6. It is understood that you have employed
or will employ a financial consultant who will prepare
the official Statement in connection with the issuance
of the bonds and will give advice concerning those terms
of the bond issue and of the sale thereof which, apart
from legality, may affect the marketability of the
bonds at a favorable interest rate. Dond counsel is
to have no duties regarding any such Official Statement
except to check it in advance of use as to the descrip-
tion of the ho as and the statements of law pertaining
thereto.
7. It is recognized that the Attorneys may
have clients which may from time to time have interests
adverse to the Agency or to the City of Redlands and
that the Attorneys reserve the right to represent such
clients in natterz not connected with such project or
the issuance and sale of said bonds.
B. This contract shall be binding upon and
inure to the benefit Of said firm of O'Melveny & Myers
as Presently constituted or as changed hereafter by the
death or retirement therefrom of any present partners,
or by the ad;--t of new partners, or by the death or
retirement or any thereof, Provided that the opinion of
the successor firm UPOn municipal bonds, whether under
the same name or otherwise, is accepted by bond dealers
and bond buyers as readily as the opinion of the firm as
presently constituted.
IN WITNESS WjjjI�LOF, as of the date first
hcreinahove written, the Agency has caused this instru-
mcnt to be executed on its behalf and in its name by its
Chairman and attested by its Secretary, and O'Melveny &
Myers has caused this instrument to be executed on its
behalf and in its name by a partner.
REDEVELOP-1E <T AGENCY OF THE
CITY OP REDLANDS
By:
ATTEST:
Secretary
O'YX.LVE::y & MYERS
By: