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88-054 Jones Hall Hill & White, Bond Counsel Services; Certificates of Particiation, Resolution No. 7568 and 827310300 Torre Avenue Cupertino, CA 95014-3255 Telephone: (408) 252-4505 FAX: (408) 252-0753 DEPARTMENT OF THE CITY CLERK December 4, 1990 Jones Hall Hill & White Cit1f of Cupcrtitto A Professional law Corporation Attorneys at law Four Embarcadero Center suite 1950 San Francisco, CA 94111 P.O. Box 580 Cupertino, CA 95015-0580 AGREEMENT BEIWEEN THE CITY OF aJPERI'INO AND JONES HALL HILL & WHITE FOR SPECIAL IEGAL OJUNSEL SERVICES IN OONNEcrION WITH CERI'IFICATF.S OF PARrICIPATION We are enclosing to you for your files one (1) copy of the Agreement by and between the City of CUpertino and Jones Hall Hill & White, A Professional law Corporation, which has been fully executed by city Officials, along with one (1) certified copy of Resolution No. 8273, which was enacted by the City Council of the City of CUpertino, at their regular meeting of Monday, November 19, 1990. Sincerely, ~=rL~ OOROI'HY (X)RNELTIJS CITY CLERK CITY OF CUPERI'INO OC/so encl. cc: Blaine Snyder, Director of Finance JONES HALL HILL AND & WIDTE A PROFESSIONAL LAW CORPORATION AGREEMENT BY AND BETWEEN THE CITY OF CUPERTINO AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR SPECIAL LEGAL COUNSEL SERVICES IN CONNECTION WITH CERTIFICATES OF PARTICIPATION THIS AGREEMENT is entered into the ___ day of November, 1990, by and between the CITY OF CUPERTINO, CALIFORNIA, (the "City") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESS ETH: WHEREAS, the City is proceeding to finance the cost of acquiring land, and in connection with such financing proceedings the City requires the advice and assistance of special legal counsel; and WHEREAS, the City has determined that Attorneys are qualified by training and experience to perform the services of special legal counsel, and Attorneys are willing to provide such services; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the successful issuance of Certificates of Participation (the 'Certificates') to finance the cost of acquiring the land: A. Consultation and cooperation with the City Attorney, financing consultants and other consultants, underwriters, staff and employees of the City and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated Certificate financing. B. Preparation of all legal proceedings for the authorization and delivery of the Certificates, including preparation of the Lease Agreement, Assignment Agreement and Trust Agreement, and the form of the Certificates; the terms and conditions upon which the same are to be providing for the setting up of special funds for the of proceeds of the sale of the Certificates, and providing all other details in connection therewith, including clauses for the protection of the interests of the Certificate owners; preparation of the resolution approving said Agreements and other documents and selling all or any part of the authorized Certificate issue; preparation of all documents required for delivery of the Certificates, and supervising such delivery; preparation of all other proceedings incidental or in connection with the sale and delivery of Certificates. C. Application for any Internal Revenue Service or other rulings necessary to assure tax-exempt status of the interest represented by the Certificates, or as required by the purchaser of the Certificates. D. Determination of the need for obtaining a permit to issue the Certificates under the Securities Laws (state or federal) or no-action letters from the Securities Exchange Commission and California Corporations Commission. E. Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion unqualifiedly approving in all regards the legality of all proceedings for the authorization and delivery of the Certificates, the Lease Agreement, the Assignment Agreement and the Trust Agreement and all other transactions relating thereto, and stating that the interest represented by the Certificates is excludable from gross income for federal income tax purposes, and is exempt from California personal income taxation (subject to certain necessary qualifications under federal tax law), which opinion shall inure to the benefit of the purchasers of the Certificates. F. Attending all meetings deemed necessary by Attorneys in the performance of the services hereunder, or requested by City staff. G. Such other and further services as are normally performed by special legal counsel in connection with similar tax-exempt financings. H. Attorneys will not be responsible for the preparation or content of the official statement prepared by the financial advisor or Certificate purchaser, other than to examine said official statement as concerns description of Certificates and matters within Attorneys' knowledge. I. Attorneys will not be responsible for monitoring or assuring compliance with the rebate requirements applicable under federal tax law to the Certificates, other than to render advice as to the legal interpretation of such requirements as set forth in the Trust Agreement relating to the Certificates. Without limiting the generality of the foregoing, Attorneys shall not be responsible to preparing any calculations or documentation to establish compliance with such rebate requirements or otherwise for computing the amounts required to be rebated, without separate agreement between the City and Attorneys. 2. Compensation. For the services of Attorneys listed in Section 1 the City will pay Attorneys a fee equal to the sum of (a) one percent (1 %) of the principal amount of Certificates up to $1 million, plus (b) one-half of one percent (1/2 of 1%) of the principal amount of Certificates in excess of $1 million but less than or equal to $6 million, plus (c) one-quarter of one percent (114 of 1 %) of the principal amount of Certificates in excess of $6 million but less than or equal to $21 million, plus (d) one-eighth of one percent (1/8 of 1 %) of the principal amount of Certificates in excess of $21 million. The City shall reimburse Attorneys for all out-of-pocket expenses incurred by Attorneys in connection with their services hereunder for out-of-state travel, costs of publication and photocopying, costs of preparing transcripts of proceedings for closing purposes, and costs of messenger and delivery services. -2- Payment of said fees and expenses to Attorneys shall be due upon the issuance of Certificates and the delivery of the proceeds thereof to the City. Said fees and expenses shall be payable solely from the proceeds of the Certificates and from no other funds of the City, and shall be entirely contingent upon the successful sale and delivery of the Certificates. 3. Responsibilities of the City. The City shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the City, or other deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Certificates, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Certificates, the cost of preparing the Certificates for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Certificates, shall be paid from Certificate proceeds. 4. Exceptions. Any services rendered in any litigation involving the City or the financing proceedings relating to the Certificates are excepted from the services to be rendered for the above compensation. On-going advice and preparation of necessary documentation regarding compliance with Section 148 of the Internal Revenue Code of 1986, relating to arbitrage limitations and rebate provisions, are also excepted from the services to be rendered for the above compensation. For such services which Attorneys are directed to render for and on behalf of the City, compensation shall be on the basis of reasonable fees to be agreed upon by the City and Attorneys. 5. Termination of Agreement. This Agreement may be terminated by the City at any time by giving thirty days written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of City, becomes its property and shall be delivered to it by Attorneys. IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as of the date first above written. APPROVED AS TO FORM: v/~-4'd City Attorney ATTEST: ;/) ~- J8367 -3- CITY OF CUPERTINO . "'.' "I r· / I I~ //, .. Vl~ -£.YCity Manager , JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION Blaine Snydei, D rector of Finance 10300 Torre Avenue Cupertino, California 95014 Telephone: (408) 252-4505 DEPARTMENT OF THE CITY CLERK August 24, 1988 Citlf of Cupertitto Mr. Kenneth Jones, Attorney at Law Jones Hall Hill & White A Professional Law Corporation Four Embarcadero Center Suite 1950 San Francisco, CA 94111 AGREEMENT FOR BOND CONSEL SERVICES Dear Mr. Jones: P.O. Box 580 Cupertino, California 95015 We are enclosing to you three (3) fully executed copies of the Agreement by and between the City of Cupertino and Jones Hall Hill & White A Professional Law Corporation, along with three (3) certified copies of Resolution No. 7568, which was enacted by the City Council of the City of Cupertino, at their regular meeting of Monday, July 25, 1988. After completion of Mr. Kenneth Jones, would you please return two (2) copies to this office for our files. Thank you for your cooperation. Sinc~rel ~-:/// -· '/;.-.-e-~ ·c~ DOROTHY CORNELIUS CITY CLERK CITY OF CUPERTINO DC/so encl. , cc: Department of Finance JHHW:KIJ:ldr 07113188 AGREEMENT BY AND BETWEEN THE CITY OF CUPERTINO AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH GENERAL OBLIGATION BOND PROCEEDINGS K7111 THIS AGREEMENT is entered into this 25th day of July , 1988, by and between the CITY OF CUPERTINO (the "City") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WIT NE S SE TH: WHEREAS, the City is considering undertaking proceedings for the issuance of general obligation bonds of the City (the "Bonds") for the purpose of financing certain capital improvements relating to public park and recreational facilities within the City, to be payable from ad valorem property taxes levied upon taxable property within the City, subject to approval by 2/3 vote of the voters of the City; and WHEREAS, in connection with such financing the City requires the advice and assistance of bond counsel; and WHEREAS, the City has determined that Attorneys are qualified by training and experience to perform the services of bond counsel in connection with such financing proceedings, and Attorneys are willing to provide such services; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows: Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Bonds: (a) Consultation and cooperation with the City Manager, Finance Director, City Attorney and all other officers and employees of the City, with the financial consultant and other professional firms engaged by the City with respect to the issuance of the Bonds, and assisting such persons in the formulation of a coordinated financial and legal financing from the proceeds of the Bonds. (b) Preparation of all legal proceedings deemed necessary or advisable by Attorneys for the authorization, issuance and delivery of the Bonds; including preparation of (i) documentation requested by the City in connection with the election proceedings with respect to the authorization of the Bonds or in connection with the election proceedings with respect to the imposition of any special tax or general tax relating to the maintenance of the facilities to be financed from the proceeds of the Bonds, (ii) any documentation required for the issuance of the Bonds by the City, including an indenture of trust or resolution authorizing the issuance of the Bonds, resolution authorizing and directing the sale of the Bonds and calling for bids thereon, resolution awarding the sale of the Bonds to the purchaser, all documentation required to be executed by the City in connection with the delivery of the Bonds to the purchaser, and all agreements providing collateral security for the Bonds except as may be within the scope of responsibility of any attorneys representing other parties to the transaction, (iii) all necessary California Debt Commission filings and other reports and documents required to be filed by the City in connection with the issuance of the Bonds, (iv) all certificates, deeds, requisitions, receipts and other documents required in connection with the delivery of the Bonds to the original purchaser thereof, and (v) all other proceedings of the City incidental to or in connection with the authorization, issuance, sale and delivery of the Bonds. (c) Application for any Internal Revenue Service or other rulings deemed necessary by Attorneys (but only following consultation with and approval by the City) to ensure the exemption of interest on the Bonds from federal or, if applicable, State of California personal income taxation. (d) Advising the City as to the need to register the Bonds under applicable federal securities laws or to obtain a permit to issue the Bonds under applicable State of California securities laws, or to obtain no-action letters or similar determinations from the Securities Exchange City or California Corporations Commission. (e) Subject to the completion of proceedings to the satisfaction of Attorneys, providing a legal opinion (i) unqualifiedly approving in all respects the legality of all proceedings of the City for the authorization, issuance and delivery of the Bonds and any related agreements to which the City is a party, and (ii) stating that interest on the Bonds is exempt from federal and State of California personal income taxation. Such opinion shall be addressed to the City; provided, however, that such opinion shall inure to the benefit of the owners of the Bonds and Attorneys shall be entitled to execute letters to other interested parties entitling such parties to rely upon such opinion. In addition, subject to the completion of proceedings to the satisfaction of Attorneys, Attorneys shall provide such additional legal opinions to the City, the original purchaser of the Bonds and other interested parties as shall be requested of and deemed appropriate by Attorneys. (f) Any and all legal consultation requested by the City concerning the Bonds and any resolutions, certificates, agreements and other documents relating to the authorization, issuance and delivery of the Bonds at any time following issuance of the Bonds. (g) Attorneys shall not be responsible for the preparation or content of any official statement or other offering document prepared by or on behalf of an underwriter or financial consultant other than to examine any such official statement or other offering document as to the description of the Bonds and related financial agreements and as to matters within Attorneys' knowledge (without undertaking any independent investigation thereof). (h) Such other and further services as are customarily performed by bond counsel on similar tax-exempt financings. Section 2. Compensation. For the services listed in Section 1, Attorneys shall be paid the following compensation: (a) one-half of one percent (1/2 of 1 %) of the principal amount of Bonds up to $5 million, plus (b) one-quarter of one percent (1/4 of 1 %) of the principal amount of Bonds in excess of $5 million but less than or equal to $10 million, plus (c) one-sixteenth of one percent (1/16 of 1 %) of said principal amount in excess of $10 million. In addition, the City shall reimburse Attorneys for all out-of-pocket costs and expenses incurred by Attorneys in connection with their services hereunder for out-of-state travel, messenger and delivery services, legal publication, and closing costs. All other expenses of Attorneys incurred in connection with their services hereunder shall be borne by Attorneys. Payment of said compensation shall be entirely contingent, and shall be due and payable, upon the issuance of the Bonds; and shall be payable solely from the proceeds of sale of the Bonds and from no other funds of the City. -2- Section 3. Responsibilities of City. The City shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the City and deemed necessary by Attorneys to render an opinion on the validity of the Bonds. All costs and expenses incurred incidental to the actual issuance and delivery of the Bonds, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, the cost of rating agencies, all printing and publication costs, fees and expenses of parties other than Attorneys, costs and expenses of legal advertising and all other expenses incurred in connection with the issuance of the Bonds, shall be paid by the City from the proceeds of the Bonds and shall not be the responsibility of Attorneys. Section 4. Termination of Agreement. This Agreement may be terminated at any time by the City with or without cause upon written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall at the option of the City become its property and shall be delivered to the City by Attorneys. Section 5. Representation in Litigation. The City understands and agrees that Attorneys do not agree hereunder to represent the City in any litigation at any time challenging in any way the validity of the Bonds or any related financial proceedings, or the exemption of interest on the Bonds from federal or State of California personal income taxes. Any such representation by Attorneys of the City shall be upon such terms and conditions, and shall be subject to such compensation, as shall be mutually agreed upon between Attorneys and the City pursuant to separate agreement. IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as of the date first above written. · CITY OF CUPERTINO CITY OF CUPERTINO ATTEST: JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION -3-