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HomeMy WebLinkAboutCC Resolution 6736 (Peacock Gap Improvement District)T r Y [PG -21 CITY OF SAN RAFAEL PEACOCK GAP IMPROVEMENT DISTRICT RESOLUTION NO. 6736 RESOLUTION APPOINTING ENGINEER OF WORK, PROJECT ENGINEER, UNDERWRITER AND BOND COUNSEL WHEREAS, in accordance with prior proceedings duly had and taken, the City Council of the City of San Rafael (the "City") has declared its intention to and has determined to undertake proceedings pursuant to the Municipal Improvement Act of 1913 and issue bonds in said proceedings under the provisions of the Improvement Bond Act of 1915 for the acquisition and construction in the City of the public improvements more particularly described in Exhibit A, attached hereto and incorporated herein and made a part hereof, in and for an assessment district in the City designated Peacock Gap Improvement District; and WHEREAS, the public interest, necessity, convenience and general welfare will be served thereby; 0736 I NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael, as follows: Section 1. The Director of Public Works of the City be and such person is hereby appointed Engineer of Work in said proceedings, and such person is hereby authorized and directed to do and perform or cause to be done and performed all engineering work necessary in and for said proceedings, including the preparation of plans and specifications for said improvements and the descriptions of the acquisitions, together with estimates of costs thereof, and the preparation of a map of the assessment district, an assessment diagram, and an assessment, and the supervision of the work. Section 2. The firm of Murphy, Pulice, Associates, Inc. be and such firm is hereby appointed Project Engineer in said proceedings, in accordance with that certain Agreement for Project Engineering Services constituting Exhibit B, attached hereto and incorporated herein and made a part hereof, and the appropriate officials of the City are authorized to execute said agreement for and on behalf of the City. Section 3. The firm of Stone & Youngberg be and such firm is hereby appointed Underwriter in said proceedings, in accordance with that certain Underwriting Agreement constituting Exhibit C, attached hereto and incorporated herein and made part hereof, and the appropriate 2 officials of the City are authorized to execute said agreement for and on behalf of the City. Section 4. The firm of Orrick Herrington & Sutcliffe, A Professional Corporation, be and such firm is hereby appointed Bond Counsel in said proceedings, in accordance with that certain Letter Agreement constituting Exhibit D, attached hereto and incorporated herein and made a part hereof, and the appropriate officials of the City are authorized to execute said agreement for and on behalf of the City. PASSED AND ADOPTED this 6th day of February, 1984, by the following vote: AYES: Councilmembers:Breiner, Frugoli, Nave, Russom & Mayor Mulryan NOES: Councilmembers: None ABSENT: Councilmembers: None ATTEST: _ C Cit 1'erk of the City of San Rafael [Seal] JEANNE M. LEONCINI 3 EXHIBIT A The engineering design for and the installation of a water storage facility to be owned and operated by Marin Municipal Water District, including pipelines, pressure stations, control fittings, valves, pumps, motors, easements and other interests in land, and associated appurtenances for such installation; The engineering design for, rights of way, in fee and by easement, and installation of a realignment and change of grade of San Pedro Road from a point near its intersection with Riviera Drive to a point near its intersection with Biscayne Drive, including grading, curbing and surfacing and relocation and subsurface water, sewer, and drainage lines; The acquisition of fee title for, and the improvement of, the Peacock Gap Neighborhood Park in conformance with Resolution No. 6479 of the City Council of the City of San Rafael; The engineering design for and installation of streets, curbs, sidewalks, sewer collection lines, water service lines and appurtenances to be owned and operated by Marin Municipal Water District, subsurface street telephone lines, conduits and appurtenances to be owned and operated by Pacific Telephone and Telegraph Company (Pacific Telesis Company), subsurface gas and electric lines, conduits and appurtenances to be owned and operated by Pacific Gas and Electric Company and subsurface conduits and wires to be owned and operated by Viacom Cablevision, including grading, curbing and surfacing, electroliers, traffic signing and controls and ornamental planting upon public property; all as the foregoing stated acquisitions and improvements relate to the land of N.Y.-Cal Industrial Corp., heretofore made the subject of a tentative map approved by the City of San Rafael; The engineering design for and installation of streets, curbs, sidewalks, sewer collection lines, water service lines and appurtenances to be owned and operated by Marin Municipal Water District, subsurface street telephone lines, conduits and appurtenances to be owned and operated by Pacific Telephone and Telegraph Company (Pacific Telesis Company), subsurface gas and electric lines, conduits and appurtenances to be owned and operated by Pacific Gas and Electric Company and subsurface conduits and wires to be owned and operated by Viacom Cablevision, including grading, curbing and surfacing, electroliers, traffic signing and controls and ornamental planting upon public property; all as the foregoing stated acquisitions and improvements relate to the land of San Rafael School District, heretofore made the subject of a tentative map approved by the City of San Rafael; The acquisition of fee title for, and the improvement of, the park shown on the tentative map of the lands of San Rafael School District heretofore approved by the City Council of the City of San Rafael. V: r Murphy, Puiice, Associates, nc. ENGINEERS AND PLANNERS 3106 Fillmore Street San Francisco, California 94123 (415)921-8200 January, 1984 PEACOCK GAP IMPROVEMENT DISTRICT AGREENEUT FOR PROJECT ENGINEERING SERVICES THIS AGREEMENT, made and entered into at San Rafael, Cali- fornia, this 6th day of February , 1984, by and between MURPHY, PULICE, ASSOCIATES, INC., a California corporation, herein- after referred to as the "PROJECT ENGINEER", and the CITY OF SAN RAFAEL, a Municipal Corporation-, hereinafter referred to as the "CITY". W I T N E S S E T H: THAT WHEREAS, the City has determined to undertake proceed- ings pursuant to the Municipal Improvement Act of 1913 and issue bonds in said proceedings under the provisions of the Improve- ment Bond Act of 1915 for the acquisition and construction in the City of certain public improvements as specifically recited in Resolution No 6735 in and for an assessment district in the City designated Peacock Gap Improvement District; and WHEREAS, the Director of Public Works of the City will act as Engineer of Work of said Improvement District, and said Engineer of Work and the City are desirous of appointing a Project Engineer to perform or cause to be done and performed all engineering work necessary in and for said proceedings as set forth in Section A, paragraphs 1, through 5., including but not limited to the preparation of plans and specifications for said improvements and the descriptions of the acquisitions, together with estimates of costs thereof, and the preparation of a map of the assessment district, an assessment diagram, and an assessment, and the supervision of the work, all under the direction of the Engineer of Work, conditioned on the levy of an asessment and the ordering of said improvements and the sale of said assessment bonds. NOW, THEREFORE, in consideration of the mutual promises, EXHIBIT B F covenants and stipulations hereinafter contained, the parties hereto agree as follows: A. SCOPE OF WORK Project Engineer shall undertake and complete the work described hereafter. 1. Water Storage Facility The engineering design and construction staking for a water storage facility to be owned and operated by Marin Municipal District including pipelines, control fittings, valves, pumps, motors, easements and other interests in land, and associated appurtenances for such installation; 2. San Pedro Road Improvement The engineering design and construction staking for, rights-of-way, in fee and be easement, and the re- alignment and change of grade of San Pedro Road from a point near its intersection with Riviera Drive to a point near its intersection with Biscayne Drive, in- cluding grading, curbs and surfacing and relocation and subsurface water, sewer, and drainage lines; 3. Biscayne Drive Extension The engineering design and construction staking for the public streets, curbs, sidewalks, sewer collection lines and storm drainage systems, including grading and surfacing, electroliers, traffic signing and ornamental planting upon public property, together with coordinat- ing the design of the water service lines and appurten- ances to be owned and operated by Marin Municipal Water District, subsurface street telephone lines, conduits and appurtenances, to be owned and operated by Pacific Telephone and Telegraph Company, subsurface gas and electric lines, conduits and appurtenances to be owned and operated by Pacific Gas and Electric Company, all as the foregoing stated acquisitions and improvements 2 relate to the land of N.Y.-Cal. Industrial Corp., here- tofore made the subject of a 41 lot tentative map ap- proved by the City of San Rafael, and as all the fore- going stated acquisition and improvements shall be owned by a public agency or by a public utility; 4. Riviera Cul -de -Sac and Re -Routing to Biscayne Drive The engineering design and construction staking of a cul-de-sac at the northerly terminus of Riviera Drive, at the existing intersection of Riviera and Bis- cayne Drives and the re-routing of a public street from Riviera Drive to Biscayne Drive, including the grading, curbs, pavement surfacing, storm drainage, sewer col- lection lines and all other utilities and facilities described in No. 3 above, all as related to a 25 lot tentative map for lands owned by the San Rafael School District and approved.by the City; 5. Improvement District Engineering a. Doing of all necessary engineering work and exer- cising of all engineering functions provided for under the provisions of the Municipal Improvement Act of 1913, including construction staking. b. Preparation and furnishing of all surveys, original drawings, maps and blueprints, plans and specifica- tions, preparation of assessment roll, assessment diagram, and any and all other services which may be required under the provisions of the said Muni- cipal Improvement Act of 1913. C. Supervision and direction of all engineering work required to be taken by City or its officers, agents or employees, in connection with said im- provements. Said duties shall include furnishing, on or before the date fixed for filing of the En- gineer's Report, a list of the names and addresses of all property owners within the boundaries of the 3 district as shown on the last equalized roll for taxes or as known to the Project Engineer. Said list shall include coordination of the name and address with the assessment-and diagram number, and the proper description of the property or the County Assessor's parcel number of each lot, piece or parcel of land shown on the assessment diagram, when appropriate. d. Rendition of general consultation and advice to City, its officers, agents or employees with re— spect to the planning, preparation and handling of all engineering phases of the aforesaid proceed— ings. e. Attendance at such conferences and public meetings with the City as 'may be reasonably necessary to perform this contract of employment. f. Preparation of as—built drawings on polyester base reproducible material, to be submitted to City. It is understood by the parties that prior to the exe— cution of this agreement, the Project Engineer was retained by N.Y.—Cal. Industrial Corp., American Savings and Loan, Continental Savings of America and Stuart Dole, trustee, all of whom are land owners within the Improvement Dis— `. trict, except Continental Savings who 'is an optionee of lands owned by the San Rafael School District, to perform engineering services attendant to the Scope of Work of Items 1 through 5 as set forth above. The engineering developed for public improvements by said Landowners and Optionee as above referred to, wi11 be acquired by the City, through reimbursement procedures under the assessment bond proceeding. Accordingly, said prior work is not in— cluded in the new services to be performed under this agreement, nor in the fee structure as hereinafter set forth. M S. ADDITIONAL SERVICES The work covered in the Scope of Work includes all in- cidental items pertaining to the areas of the Project En- gineer's responsibility. However, specifically excluded from the agreed upon basic services are the following: 1. Full time construction supervision and/or inspection. 2. Topographic mapping. 3. Soils engineering and geology. 4.• Landscape Architectural Services. 5. Environmental Studies. 6. Water, Electric, Gas and Telephone Facility designs. Any work performed in the above enumberated exceptions, or any other requested services beyond the specific scope of work recited herein, shall be subject to specific auth- orization by the City. C. WORK SCHEDULE The Project Engineer shall diligently pursue the com- pletion of the designs for the various Items of Work and shall submit same for City review, as follows: 1. Water Storage Facility - 30 days from the date of acceptance of this agreement. 2. San Pedro Road - Same as Number 1 above. 3. Biscayne Drive Extension - Same as Number 1 above. 4. Riviera Drive Cul -de -Sac and Re -Routing to Biscayne Drive - 90 days from the date of acceptance of this agreement. 5. Improvement District Engineering - In accordance with the schedule established by the City through December 31st, 1984. D. COMPENSATION The City agrees to pay the Project Engineer fees from the Bond Sale proceeds, in accordance with the provisions of the "Standard Rate Schedule", dated July 1st, 1983, and attached hereto as Exhibit "A". Said fees shall be of the 5 following amounts: 1. Scope of Work Services: A-1 The not to exceed sum -of $ 71,000.00 A-2 The not to exceed sum of $100,000.00 A-3 The not to exceed sum of $115,000.00 A-4 The not to exceed sum of $ 56,000.00 A-5 One & one—half percent (1 1/2%) of the Construction Contract Awarded for Public Improvements included in the Improvement District. 2. Additional Services: To be billed in accordance with Exhibit "A". E. COPIES OF DRAWINGS, SPECIFICATIONS AND CONTRACT DOCUMENTS: The Project Engineer shall deliver to the City copies of all work products in quantities requested by the Engin— eer of Work. All such documents shall become the sole property of the City for use and distribution as deemed ap— propriate. F. INDEPENDENT CONTRACTOR: It is acknowledged and understood that the Project En— gineer (including its officers, agents and employees) is not an agent or employee of City, but rather an independent contractor solely responsible for its acts and omissions, and this Agreement shall not be construed as an employment contract. G. CANCELLATION CLAUSE: In the event that the contemplated bonds are not sold, or if the proceedings are not carried through to conclusion or are abandoned, or if the City terminates the project, City reserves the right to cancel this Agreement upon notice to the Project Engineer and Project Engineer shall receive no compensatior from City. H. ASSIGNMENT AND SUBCONTRACTING: The Project Engineer shall not assign this Agreement without the prior written authorization of City. I. INDEMNITY Project Engineer shall indemnify and hold harmless City, its officers, agents and employees from any and all suits, actions, claims, demands, liability, or loss of any kind, character, name and description, which may arise or be incurred as a result of injury or damage to persons or property on account of any negligent performance of Project Engineer's work hereunder. J. NOTICES: Formal notices, demands and communications between or among Project Engineer and City shall be sufficiently given if dispatched by First Class United States Mail, postage thereon fully prepaid, and addressed as follows: To Project Engineer: Murphy, Pulice, Associates, Inc. 3106 Fillmore Street San Francisco, CA 94123 To City: City of San Rafael 1400 Fifth Street, 3rd Floor San Rafael, CA 94915 ATTN: Dave Bernardi, Director of Public Works Such written notices, demands and communications may be sent in the same manner to such other person or persons and/or address or adresses as any party may from time to time designate by mail as provided hereinabove. K. BINDING EFFECT: This Agreement, and each of the terms and conditions hereof, shall inure to the benefit of, and be binding upon the heirs, executors, administrators, successors and as— signs of the parties hereto. L. ENTIRE AGREEMENT: This Agreement integrates all of the terms and condi- 11 tions mentioned herein or incidental hereto. M. EXECUTION: IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF SAN RAFAEL A Municipal Corporation APPROVED AS TO FORM: City Attorne Mayor APPROVED AS TO CONTENT: Director of Public Works C ATTEST: . Ci Clerk MURPHY, PULICE, ASSOCIATES, INC. 8 FRANK R. PULICE Vice President RCE 14417 Murphy, Pulice, Associates, Inc. ENGINEERS 3106 Fillmore Street AND San Francisco. California 94123 PLANNERS (415) 921-8200 STANDARD RATE SCHEDULE July 1, 1982 DESCRIPTION RATE Principal, Court Testimony $75.00/hour Principal 65.00/hour Project Engineer 45.00/hour Project Planner 45.00/hour Land Surveyor 40.00/hour Geologist 40.00/hour Office Engineer 40.00/hour Associate Planner 40.00/hour Engineering Designer 33.00/hour Draftsman 27.00/hour Clerical 20.00/hour Transportation 0.35/mile Employee Expenses Cost Long Distance Telephone Expenses Cost + 10% Outside Blueprinting Services Cost + 5% Xerox Reproductions 0.10/copy Field Survey Parties: In accordance with local prevailing rates BILLING PROCEDURE: Billings for services are made semi—monthly, with payment requested within 15 days of the date of billing. Stone &Youngberg MEMBERS PACIFIC STOCK EXCHANGE February 6, 1984 City Council City of San Rafael City Hall 1400 Fifth Avenue San Rafael, California 94915 Re: Underwriter's Agreement for Peacock Gap Assessment District Honorable Council Members: This letter will serve as an agreement between the City of San Rafael and Stone & Youngberg ("the Underwriter") to serve as Underwriter to the City until the parties enter into an actual Purchase Contract regarding the negotiated sale of improvement bonds in an amount not to exceed $12,000,000 for the above-named project to be issued by the City pursuant to the Improvement Bond Act of 1915 (the "Bonds"). You have informed us that the City intends to issue the Bonds to provide funds for financing various public improvements and for this purpose requires the services of the Underwriter to render advice as to the structure of the financing and to enter into a Purchase Contract that is agreeable to the City and the property owners. As Underwriter, we will use our best efforts to bring the Bonds to market at reasonable rates under then existing conditions. The Underwriter agrees to undertake the below listed services and functions. A. Structuring the Financing: 1. The Underwriter will work with the City and the property owners to create the most feasible and efficient structure and marketing of the Bonds. 2. The Underwriter will work with the City's bond counsel and any special consultants in recommending specific terms and conditions affecting the Bonds. 3. The Underwriter will prepare an Offering Memorandum (preliminary and final versions, respectively) for sale of the Bonds. Although it will be the responsibility of the Underwriter to prepare the Offering Memorandum, the City agrees to participate in its. preparation by providing pertinent information to be included therein and review the Offering Memorandum for accuracy as it relates to matters concerning the Bonds, the Project, and the City. Said Offering Memorandum will include a description EXHIBIT C ONE CALIFOR.r: SUITE 2800 • SAN FRANCISCO CALIFORNIA 94111 • (415) 961-1314 City Council City of San Rafael C. February 6, 1984 Page 2 of the Bonds and their security and pertinent financial and economic data. The execution and delivery of the Offering Memorandum will be duly authorized by the City for use in marketing the Bonds. 4. If the City so requests, we will assist in arranging the selection of an appraiser and paying agent/registrar. Marketing the Bonds: 1. At the designated time for sale of tKe Bonds, the Underwriter will submit an offer to the City to purchase the Bonds, subject to pertinent resolutions, the Offering Memorandum, and all other necessary documents, approvals, and proceedings governing such Bonds having been determined by bond counsel, the City, and the Underwriter to be satisfactory in all respects for financing purposes. It is intended that, once purchased, the Bonds will be reoffered to the public on the basis of an immediate "bona fide public offering". The Underwriter may form a group of investment banking firms for the purpose of underwriting and selling the Bonds. 2. At least one day prior to the submission of any such formal offer to the City for the purchase of the Bonds, the Underwriter will indicate to the City the interest rate or rates, the purchase price from the City, and public offering price of the Bonds which we then estimate will be included in such offer. If, after negotiations in good faith, the City and the Underwriter fail to agree on the terms of sale of the Bonds, and upon written notice to the Underwriter the City may then offer the Bonds for sale to others. General Provisions Relating to the City and the Underwriter: 1. The City agrees to make available to the Underwriter without cost, sufficient copies of any applicable reports, agreements, contracts, resolutions, and other relevant documents pertaining to the project, the City or the Bonds as reasonably may be required from time to time for the prompt and efficient performance by the Underwriter of their obligations hereunder. 2. The Underwriter shall pay its own out-of-pocket and other expenses, including Blue Sky and Investment Memorandum, and any advertising and printing expenses in connection with the public offering of the Bonds. City Council City of San Rafael February 6, 1984 Page 3 3. The City shall pay from the proceeds of the Bonds all costs and expenses customarily paid therefrom including the cost of printing the Bonds, and any other documents, the fees and expenses of its legal counsel, bond counsel, appraisers, accountants, architects, engineers, and of any other experts retained by the City in connection with the financing. 4. It is expressly understood and agreed and the City hereby recognizes that in performing its activities the Underwriter is acting solely on its own behalf and plans to submit to the City a proposal to purchase the Bonds for resale. Nothing herein shall be construed to make the Underwriter an employee or financial, fiscal or other advisor of the City, or to establish any fiduciary relationship between the City and the Underwriter. It is understood and agreed that City shall not be required to compensate Underwriter for services provided to City under this agreement. 5. This agreement shall extend to the date of sale of the Bonds as contemplated herein, when the formal bond Purchase Contract is entered into by the parties. 6. Upon termination of this agreement, the City shall be under no further obligation to the Underwriter hereunder. Upon your acceptance set forth below, this letter will constitute an agreement between the City and the undersigned. Very truly yours, STONE A YOUNG ERG I ----`-.4 , <- I David E. Hartfey Partner 7 Accepted this 6th day of February , 1984 TY OF SAN RAFAEL B LAWRENCE E. MULRYAN, Ma or DH:pw ATTEST: VATI-NE M. LEONCI , City Clerk d o :h PETE J. I0, City Attorney SAN JOSE OFFICE 55 ALMADEN BLVD., SUITE 42S SAN JOSE, CALIFORNIA 95113 TELEPHONE (408) 298-8800 LAW OFFICES ORRICK, HERRINGTCIN & SUTCLIFFE A PROFESSIONAL CORPORATION 600 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94111 TELEPHONE (415) 392-1122 CAOLE'ORRICK- TELEX 34.0973 February 6, 1984 City Council City of San Rafael San Rafael, California Re: Proposed City of San Rafael, Peacock Gap Improvement District Ladies and Gentlemen: SACRAMENTO OFFICE 520 CAPITOL MALL SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 447.7752 In accordance with prior discussions and meetings concerning the above proposed financing, we are writing to confirm that we would be pleased to serve as special bond counsel to the City of San Rafael on the terms set forth below in connection with the special assessment proceedings proposed to be taken under the Municipal Improvement Act of 1913 to finance the improvements proposed for the Peacock Gap Improvement District in the City of San Rafael, with the issuance of assessment bonds in such proceedings under the Improvement Bond Act of 1915. Our services to date in this matter have consisted principally of rendering advice concerning such project and attendance at preliminary planning meetings involving such project and preliminary drafting of certain of the legal documents relative to such project. Our services in the capacity of special bond counsel to the City would include the rendering of all legal services required in the conduct of the special assessment proceedings and the issuance of bonds therein, including: (1) Consultation with appropriate representatives of the City, including the City Attorney, and with the City's engineers and underwriter and any other special consultants to the City to assist in the formulation of an overall coordinated financial, engineering and legal program in order to accomplish the financing. EXHIBIT D ORRICK, HERRINGTON b SUTCLIFFE City Council City of San Rafael February 6, 1984 Page 2 (2) Preparation of a timetable setting forth the actions required to accomplish the financing, including allocation of responsibility therefor. (3) Preparation of all legal proceedings for the formation of the assessment district and -the levy of the assessment therein, including preparation of all necessary resolutions, forms, notices, affidavits and other documents (except those to be prepared by the engineers) required in connection with the levy of the assessment. (4) Review of certain documents to be prepared by the engineers, including the plans and specifications for the project, the boundary map of the assessment district, the assessment, the assessment diagram and the Engineer's Report, and advice and assistance in connection therewith. (5) Review of any environmental impact studies, reports or other proceedings. (6) Attendance at the public hearing or hearings on the assessment to be levied in said proceedings and the rendering of assistance thereat in the conduct of such hearing or hearings, and attendance at such other meetings or hearings as shall be deemed necessary for the proper conduct of the proceedings; but we would not anticipate general appearances before each meeting of the City Council. (7) Rendering of legal advice to the City and the City Attorney and the City's consulting engineers and any other special consultants to the City throughout the course of the proceedings for the levy of the assessment. (8) Preparation of all legal proceedings for the authorization, issuance and sale of the improvement bonds in said proceedings upon the unpaid assessments, including preparation of the resolution authorizing the issuance of such bonds and setting forth the terms and conditions thereof and the resolution providing for the sale of the bonds. (9) Review, as to those matters that are related to the issuance and sale of the bonds, of the official statement describing the bonds to be prepared by the underwriter, and participation in meetings reviewing the ORRICK, HERRINGTON b SUTCLIFFE City Council City of San Rafael February 6, 1984 Page 3 official statement describing the bonds; but we would not be responsible for the preparation or content of such document. (10) Assistance in connection with securing investment ratings for the bonds, including attendance at and participation in meetings with bond rating agencies, if requested. (11) Examination of the proofs of the bonds, preparation of the final closing papers required to effect the delivery of the bonds and organization of and attendance at the bond closing. (12) The rendering of a final approving legal opinion on the validity of the bonds and the tax-exempt status of interest thereon, and the rendering of such other legal opinions as may be appropriate in connection with the delivery of and receipt of payment for the bonds. (13) Such other legal services as may be incidental to the foregoing. Our services would not include representation of the City in any eminent domain proceedings or in any litigation challenging the validity of the proposed financing or the transactions contemplated by this letter, but if such services are requested should such circumstance arise, we would be pleased to perform them on such terms as might be mutually agreed to at that time. It is understood that we would act as special bond counsel to the City in connection with such proposed financing in consultation with the City Attorney; and that all matters to be submitted to the City Council for consideration would be forwarded by.us to the City Attorney for review prior to presentation to the City Council. Our usual and customary fees for the above outlined services would be computed on the basis of the total assessment levied in said proceedings and would be calculated as follows: 1-1/2% of the first $2,000,000 of assessment, plus 3/4% of the next $2,000,000 of assessment, plus ORRICK, HERRINGTON S SUTCLIFFE City Council City of San Rafael February 6, 1984 Page 4 1/2% of the next $2,000,000 of assessment, plus 1/4% of any assessment over $6,000,000; plus reimbursement for all out-of-pocket expenses incurred in connection therewith; provided that all costs of bond printing shall be paid for as an incidental expense in said proceedings and not included within the above compensation. Such compensation would be payable only following receipt of the proceeds of the sale of the improvement bonds issued in said proceedings. Primary overall responsibility for the project on behalf of this firm would be taken by the undersigned, who has been a partner in the firm for sixteen years and has practiced exclusively in the area of municipal finance law during that time, with extensve experience in the area of special assessment financing. Additionally, one or more other partners or associates of the firm would be available to assist in the project as might be necessary or appropriate, including those with particular expertise in the areas of municipal finance law and special assessment financing. In such event, however, they would at all times work under the close supervision of the undersigned, who would at all times retain direct responsibility for the overall project on behalf of this firm. Please let us know if any further information or elaboration of any of the foregoing is desired. APPROVED: 57 10, Mayor of tffeTC!ityo San Rafael ATTEST: t Clerk of th City of San Rafael Yours very sincerely, ORRICK, HER GTON & ) IF E By Carlo S. Fowler