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THIS AGREEMENT, rade and enterer into this
day of r � �� 1974 by and�,ec.n be-
ee r E
tt}xc ._,l,'Y J�`' R�,,�L��r,aS, a municipal corporation
duly organized and existing under and by virtue of the
lags of the State of California thereinafter sometimes
called "City") and OMLV NY & MYERS, attorneys (herein-
after sometimes- called "Bond Counsel") ;
W l T N E S S P 1 FH:
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WHEREAS, the Parking Authority of the City of
RedlanJs (hereinafter sometimes called the "Parking
Authority") desires to assist the Redevelopment Agency
of the City of Redlands in the development of parking
facilities in the Redlands Redevelopment Project by
issuing its bonds in the principal ancount of approximately
$4, 500,006; and
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WHEREAS, the Parkin: authority proposes to
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secure such issue of ponds with the revenues from a
lease of such facilities to the City; and
WHEREAS, the City Council of the City desires
to employ Fond Counsel to assist the City Attorney and
to a: .is _ the said City Council, the legislative body
of the Parking Authority and the City Manager with
r fcroncc to matters pertaininq to said issuance of
said hon 2s, to review proceedings relating thereto; and
to furnish sh said Parking Authority with a written opinion
as to first, whether or not they relevant proceedings have
been properl, conducted in acco�_da� ce with last and second,
41 whether or not t o tonic of the Parking Authority are
legally authorized and hinding obligations of the Parking
Authority;
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NOW, TI kRL'FOR , the parties hereto mutually
agree as follows:
FIRST: Bond Counsel agrees to assist the City
Attorney and to advise the City Council of the City, the
legislative, heady of the Parkins; Authority and the City
Manager with reference to matters Pertaining to the
financing described above. Said services include=
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1. Reviewing the proceedings activating the
Parking Authority and giving legal assistance and ad-
vice in connection with the activation and organization
of the Authority.
2. Drafting, the necessary lease between the
Parking Authority and the City.
3. Drafting the necessary documents for the
issuance and sale of bonds of the Parking Authority,
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including a resolution of issuance relating to said
bonds.
r. Generally supervising the issuance, sale
and delivery of bonds and giving instruction in con-
nection therewith.
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S. Examining the transcript of proceedings
step by step as taken.
6. Issuing an approving opinion on the bonds
to the purchaser thereof.
sECC?vI7: the Citi, in consideration of the
services rendered and to be rendered as aforesaid by
said Bond Counsel to said City, agrees as follows:
1. For the above services, Fond Counsel will
be pais: a fere based upon the amount of bands sold as
follows:
Amount Fee
$1,000,000 to $5,000,Q00 $5,250 plus $1.75 per
thousand on excess
over $1,000,000
$5,000,000 to $10,000,000 $12,250 plus 60¢ per
thousand on excess
over $5,0001,000
2. such fee is payable following the delivery
of the bonds to the purchaser thereof and the issuance
of the Bond Counsel's approving opinion thereon. In the
event that Bond Counsel, at the request of the City,
commences services and for any reason the bonds are not
issued within one year after such commencement, or if
the proceedings are abandoned, Bone; Counsel shall be
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paid a reasonable f� for any services performed here-
under, the waaunt of such fee to be suggested by Bond
Counsel but to be subject to the approval and concurrence
of the City. In the event the bands are thereafter issued,
the amount of such fee will be credited against the fee
due following such issuance computed under the foregoing
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schedule.
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3. In addition to the above fees, the City will
reimburse Bond Counsel, on periodic statements, for out--of
pocket expenses, if any, incurred by Bond Counsel in con-
nection with this employment for long distance telephone
calls, messenger charges, and similar items.
4. In addition to the Kove fees, Pond Coun-
sel 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 ?parking Authority and the
purchaser of the bonds.
r THIRD: The scope of services to be provided
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is only to act as Bond Counsel and does not include
litigation or the rendering of other services or advice
not connected with the issuance and sale of the bonds.
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FOLATH: It is un crstood that you have em-
ployed
--ployed or will employ a financial consultant who will
prepare the Official St--ate.;- in connection with the
issuance Of the hones and wi _1_ givo advice concerning
those tcrVIS 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. Bond counsel
is to hzWo no duties regarding any such Official State-
Ment OxccPt to chock it in advance of use as to the
description of the bonus and the stateme=nts of law per-
taining thereto.
FIFTH: 1"his contract shall be binding upon
and inure to the benefit of said firm of O`Melveny &
Myers as presently constituted or as chanced hereafter
by the death or retirement therefroi of any present
partners, or by the admission of new partners, or by
the death or retirement of any thereof or any or all
of such happenings, provided that the opinion of the
successor firm upon said bonds, whether under the same
name or othervi.se, is accepted by bond dealers and bond
buyers as readily as the opinion of the firm as presently
constituted.
SIXTIT: It is recognized that Bond Counsel
nay have clients which may from time to time have in-
terests adverse to the City or the Parking Authority and
the- lond Counsel reserves the right to represent such
clients in maattors not connected with the authorization,
issuance: and sale of the hones.
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Sit t ["s T'SS VIVE " , thc� partes hereto have
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caused this contract to be legally executed, in duplicate,
this clay of r 1974.
CITY OF REDLANDS
a Municipal al Corporation
if-aror
CITY
AT2" S"r
,r
O'MELVEIN Y & MYERS
r>014D COUNISEL
I It The foregoing contract is hereby ars roved as
to form and legality this day of
1974.
City Attorney
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