HomeMy WebLinkAboutReso 93-111 - Approve agreement for Legal Services Tierra Oaks Assessment Dist NO 1993-1 1
RESOLUTION NO.
RESOLUTION APPROVING AGREEMENT FOR LEGAL SERVICES
TIERRA OAKS ASSESSMENT DISTRICT NO. 1993-1
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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 Tierra Oaks
Assessment District No. 1993-1, City of Redding, Shasta County,
California, dated April 6, 1993, 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 6th day of April, 1993 .
AYES: Councilmembers Andersen, Arne,-,S, Kehne and nosy
NOES: Councilmembers None
ABSENT: Councilmembers Dahl
CONNIE STROHMAYER, City Clerk,
City of Redding, Shasta County,
Cali rnia
By
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AGREEMENT FOR LEGAL SERVICES
TIERRA OAKS ASSESSMENT DISTRICT NO.. 1993-1
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 Tierra Oaks
Assessment District No. 1993-1:
(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.
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(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
'i 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.
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(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
it
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 p Y performance b 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 If Client shall pay to Bond Counsel the following. fee
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and costs:
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'I (a) Bond Counsel shall be paid a fee in an amount equal to
one percent (1$) of that portion of the principal amount
of bonded indebtedness not exceeding $10 million, plus
one-half of one percent (0.5%) of that portion exceeding
$10 million, but not exceeding $20 million, plus one-
quarter of one percent (0.25$) of all amounts exceeding
$20 million, but in no case less than a total of $25,000.
(b) The legal fee for bond issuance shall include, in
addition to the amounts provided under (a) , which is
cumulative for all series of bonds, an additional $5,000
for each series of bonds after the first series, except
the fee payable upon the issuance of a second or
subsequent series of bonds shall not be less than
$20,000.
(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: 7 cents
per assessment for each year of the bond issue, with a
minimum of $30.00.
(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
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received a fee from any source for services connected with the
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project.
5. Bond Counsel shall staff the financing project with the
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following attorneys and paralegals: Samuel A. Sperry and Amy K.
Wong, respectively. Bond Counsel may use other attorneys and
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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
it 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
'I 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
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! agreement and Client waives any actual or potential conflict
which may be posed by such representation.
DATED: April 6, 1993
y CITY OF REDDING
a California municipality
By
'I Mayor
ATTEST:
'! City Clerk
ORRICK, HERRINGTON & SUTCLIFFE
By
Samuel A. Sperry
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