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HomeMy WebLinkAboutReso 94-284 - Approve agreement for legal services - Wilshire Dr Area Waterline Assessment Dist No 1994-1 RESOLUTION NO. RESOLUTION APPROVING AGREEMENT FOR LEGAL SERVICES WILSHIRE DRIVE AREA WATERLINE ASSESSMENT DISTRICT NO. 1994-1 The City Council of the City of Redding resolves: This City Council approves that certain agreement between the CITY OF REDDING and ORRICK, HERRINGTON & SUTCLIFFE for services of that firm as Special Bond Counsel for Wilshire Drive Area Waterline Assessment District No. 1994-1, City of Redding, Shasta County, California, dated September 20, 1994, and attached to this resolution. The Mayor is authorized to sign the agreement and the City Clerk is authorized to attest its execution. * I HEREBY CERTIFY that the foregoing resolution was duly and regularly adopted by the City Council of the City of Redding, Shasta County, California, at a regular meeting thereof, held on the 20th day of September, 1994 . AYES: Councilmembers P Anderson,Kehoe, McGeorge, Murrav and R. Anderson NOES: Councilmembers None ABSENT: Councilmembers None CONNIE STROHMAYER, City Clerk, City of Redding, Shasta County, Calif rnia By q� SF2-35307.1 40109-29-SS4-09/09/94 o • AGREEMENT FOR LEGAL SERVICES WILSHIRE DRIVE AREA WATERLINE ASSESSMENT DISTRICT NO. 1994-1 CITY OF REDDING SHASTA COUNTY, CALIFORNIA This is an agreement for legal services between the CITY OF REDDING, Shasta County, California, a California municipality, referred to as Client, and ORRICK, HERRINGTON & SUTCLIFFE, San Francisco, California, referred to as Bond Counsel . 1. Client retains Bond Counsel as special counsel to perform the following legal services relating to Wilshire Drive Area Waterline Assessment District No. 1994-1: (a) Preparation of all forms of resolutions, notices, affidavits, and other documents required by the laws governing the financing. (b) The preparation of written instructions to Client' s Clerk and other staff members concerning the performance of legally-required duties in connection with the financing. (c) Review of documents prepared by Client's engineering staff or consulting engineers, including the Engineer's Report and the method of spread of the assessments. (d) Attendance at all public hearings held in the furtherance of the financing (including continuances of the hearings, if any) . (e) Attendance at all other public meetings of Client at which matters relating to the financing are considered, except routine matters. (f) Attendance at staff meetings or meetings of interested citizens, upon the request of the Client, after reasonable notice. (g) Telephone consultation with staff members and interested citizens to answer legal questions about the proceedings. (h) Arrangements for the printing of bonds, including the printing of a bond register. SF2.35307.1 40109-29SS4-09/09/94 (i) Assistance with the sale of bonds either by negotiation or by public bid, at the option of Client, including a review of disclosure documents in connection with the offering and, if required, coordination with Client' s financial consultant in the preparation of the notice inviting sealed bids. Bond Counsel will give an opinion that the descriptions of the bonds and of Bond Counsel' s bond opinion (but not of the Assessment Acts themselves) in the Official Statement are "accurate in all material respects. " Bond Counsel will require a statement in the Official Statement to the effect that Bond Counsel expresses no opinion regarding the accuracy, completeness or fairness of the information contained in the Official Statement. (j ) The preparation of bond delivery documents and coordination of the closing. (k) The rendition of Bond Counsel' s usual and customary legal opinion with respect to the validity of the bonds, and, if appropriate, the tax exempt status thereof. (1) The preparation of a transcript of the legal proceedings in loose-leaf form for the use of the Client. (m) The preparation of a record of assessment installments for the use of the County Auditor, if required. 2 . The services of Bond Counsel under this agreement shall not include the following: (a) Legal services in connection with the acquisition of interests in real property, either through negotiation or through exercise of the power of eminent domain. (b) Legal services in connection with litigation. (c) Services relating to compliance with environmental laws for the project. Barring any conflict not otherwise waived or waivable, Bond Counsel would be willing to perform such excluded services on such terms as might be mutually agreed to at the time. The performance by Bond Counsel of services excluded by this paragraph, if required by Client, shall be under separate written agreement. 3 . In consideration of the services set forth in paragraph 1, Client shall pay to Bond Counsel the following fee and costs: SF2-35307.1 2 40109-29-S54-09/09/94 (a) Bond Counsel shall be paid a fee in an amount equal to $5, 000 . (b) In addition to the flat $5, 000 fee provided by subparagraph (a) , Bond Counsel shall be paid an additional of $1, 000 for each trip, if any, to Redding in connection with this assessment district in addition to the public protest hearing. It is anticipated that no such additional travel will be required in connection with these proceedings, and travel to and participation in the public protest hearing shall be included in the flat $5, 000 fee. (c) The fees set forth in (a) and (b) , above, are payable only following the receipt of the proceeds of the sale of improvement bonds issued in the proceedings. If no such bonds are issued, Bond Counsel shall be paid no such fee. (d) If the proceedings are abandoned without the issuance of bonds, Bond Counsel shall be paid its standard hourly rates, but not to exceed a total of $5,000. (e) Bond Counsel shall, in any case, be paid its expenses (copying, telephone, telecopy, word processing, legal research database charges, travel, postage, express delivery service, and the like) . If bonds are not issued in the proceedings, this amount shall not exceed $1, 000. (f) The cost of preparing auditor's record, if required, shall be reimbursed to Bond Counsel as follows: $10 per assessment for all years of the bond issue, with a minimum of $250.00. (g) The cost of some services for which Bond Counsel makes arrangements under this agreement (such as bond printing costs) shall be billed to the Client and shall be paid by Client directly to the payee. 4. Bond Counsel certifies that it has no interest, either direct or contingent, in any property or contract arising from or affected by the proposed financing, except as Bond Counsel under this agreement. Bond Counsel does not represent any owner of property within the limits of the proposed District, and has not received a fee from any source for services connected with the project. SF2-35307.1 3 40109-29-S"109194 5. Bond Counsel shall staff the financing project with the following attorneys and paralegals: Samuel A. Sperry and Amy K. Wong, respectively. Bond Counsel may use other attorneys and paralegals on the project, who will always be under the direct supervision of Mr. Sperry, to provide the most efficient delivery of services and expertise to the financing. 6. Client understands that Bond Counsel regularly performs legal services for many private and public entities in connection with a wide variety of matters. Some of these clients may have some direct or indirect relationship with Client or Client' s other consultants or agents, as, for example, underwriters, financial advisors, fiscal agents, paying agents, trustees, insurers, suppliers, lenders, bankers, landlords, developers or owners of property within the jurisdiction of Client. Bond Counsel may represent or have represented or in the future may represent the underwriter, fiscal agent or other participants in the financing on other matters. With such varied client representation, there is always the possibility of other transactions between clients or disputes among them. It is agreed that Client does not object to Bond Counsel performing such services now or in the future; provided, that Bond Counsel does not represent any participant other than Client in connection with the financing which is the subject of this SF2-35307.1 4 40109-29-&S4-09/09/94 agreement and Client waives any actual or potential conflict which may be posed by such representation. DATED: September 20, 1994 CITY OF REDDING a California municipality By Mayor ATTEST: City Clerk ORRICK, HERRINGTON & SUTCLIFFE By Samuel A. Sperry M-35307.1 5 40109-29-SU-09109M