HomeMy WebLinkAboutCC Resolution 9013 (Peacock Gap Reassessment District)RESOLUTION NO. 9013
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SAN RAFAEL
APPROVING AGREEMENT FOR LEGAL SERVICES
FOR PEACOCK GAP REASSESSMENT DISTRICT
The City Council of the City of San Rafael resolves:
1. This Council approves that certain agreement
between the CITY OF SAN RAFAEL and ORRICK, HERRINGTON &
SUTCLIFFE, for services of that firm as Special Bond Counsel for
Peacock Gap Reassessment District, City of San Rafael, Marin
County, California, dated September 7, 1993 and attached to this
resolution.
2. The Mayor is authorized to sign the agreement and
the City Clerk is authorized to attest its execution.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael,
California, hereby certify that the foregoing resolution was duly
and regularly introduced and adopted at a regular meeting of the
Council of said City held on the 7th day of September, 1993, by
the following vote, to wit:
AYES: COUNCILMEM3ERS: Breiner, Cohen, Shippey, Thayer & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
%Z, .
JE M. LEONCI I, City Clerk
SF2-20566.1
G II
# 90/3
AGREEMENT FOR LEGAL SERVICES
PEACOCK GAP REASSESSMENT DISTRICT
CITY OF SAN RAFAEL
MARIN COUNTY, CALIFORNIA
This is an agreement for legal services between the
CITY OF SAN RAFAEL, Marin 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 Peacock Gap
Reassessment District:
(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.
(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) Preparation of a transcript of the legal proceedings in
loose-leaf form for the use of the Client.
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:
(a) Bond Counsel shall be paid a fee in an amount equal to
$25,000.
(b) Bond Counsel shall be paid its expenses (copying,
telephone, telecopy, word processing, legal research
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database charges, travel, postage, express delivery
service, and the like).
(c) The fee and charges set forth in (a) and (b) above are
payable only following the receipt of the proceeds of the
sale of bonds issued in the proceedings. If no such
bonds are issued, Bond Counsel shall be paid no fee or
charges.
(d) 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. To the best of its knowledge, Bond Counsel does
not represent any owner of property within the limits of the
proposed District. Bond Counsel has not received a fee from any
source for services connected with the project.
5. Bond Counsel shall staff the financing project with
the following attorneys and paralegals: Daniel C. Bort and Amy
Wong, respectively. Bond Counsel may use other attorneys and
paralegals on the project, who will always be under the direct
supervision of Mr. Bort, 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,
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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
agreement and Client waives any actual or potential conflict
which may be posed by such representation.
DATED: September 7, 1993
ATTEST:
Cit,y Clerk
CITY OF SAN RAFAEL,
a California municipality
B /
Y
Wio
ORRICK, HERRINGTON & SUTCLIFFE
By
Daniel C. Bort
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