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Home My WebLink AboutItem 8.2 Bond Legal Svs Dublin Ranch (2) " . " ~ CITY CLERK File # D~[Q][(2]-13J[Q] . AGENDA STATEMENT CITY COUNCIL MEETING DATE: (April 20, 1999) SUBJECT: Agreement of Bond Counsel legal services for the proposed Dublin Ranch Assessment District (Report Prepared by: Eddie Peabody, Jr., Community Development Director) ATTACHMENTS: I. Agreement for Bond Counsel legal services between the City of Dublin and Orrick, Herrington, and Sutcliffe LLP, Attorneys at Law RECOMMENDATION: ;;. ~l Approve the agreement for Bond Counsel services as recommended by staff and authorize the Mayor to execute an agreement with Orrick, Herrington, and Sutcliffe LLP. FINANCIAL STATEMENT: The cost to the City for services provided with the Bond Counsel will reimbursed by the Assessment District from the proceeds of any future debt issuance. .- DESCRIPTION: In an earlier item on the agenda, the Council will consider the desirability of forming an assessment district to fund infrastructure associated with the Dublin Ranch Development. If the City Council is supportive of taking those steps necessary to form the assessment district, the City must ftrst secure the services of special legal services (bond counsel). In June of 1998, the City secured the legal services of Orrick, Herrington, and Sutcliffe to assist the City in the evaluation of the Jennifer Lin proposal to form an assessment district. Those services were limited to the feasibility analysis, which the City Council considered in a previous item. Orrick, Herrington and Sutcliffe (OHS) are well qualifted to provide bond counsel services to the City. Staffhas done a reference check on the ftrm and has found that OHS has performed well and that the proposed fee for services for the proposed Dublin Ranch Assessment District is reasonable. Staff recommends that the City Council approve the agreement with OHS and authorize the Mayor to execute the agreement. -4IIIr ------------------------------------------------------------------------------------------------------------- - COPIES TO: Sam Sperry In House Distribution ITEM NO. B.2 G:planninglcoITcspo/eddiclbond counsel sr2.doc . . . c'" ,.. . AGREEMENT FOR LEGAL SERVICES CITY OF DUBLIN PROPOSED DUBLIN RANCH ASSESSMENT DISTRICT This agreement for legal services (this "Agreement") is by and between the City of Dublin, hereinafter the "City". and Orrick, Herrington & Sutcliffe LLP. Attorneys at Law, San Francisco, California, hereinafter "Bond Counsel", 1. The City retains Bond Counsel as special counsel to perform the following legal services relating to llie City's proposed Dublin Ranch Assessment District, pertaining to special assessment proceedings and improvement bonds as follows: (a) preparation of all forms of resolutions, notices, affidavits, and other docwnents required by the Municipal Improvement Act of 1913 and by Section 4 of Article XIITD of the California Constitution. including the legal format of the engineer's report required by Section 10204 of the Streets and Highways Code; (b) preparation of written instructions to the City Clerk and other staff members concerning the performance oflega1ly required duties; (c) preparation of a draft Acquisition and Disclosure Agreement and participate, at the request of the City, in the review and modification of same; (d) review of documents prepared by the City' 5 consulting engineers. including boundary map, assessment diagram, and assessment TOll; (e) attendance at the public hearings on the engineer's report (including continuances of the hearings. ifany); (f) attendance at all other public meetings of the City at which matters relating to the assessment district are considered, except routine matters; (g) attendance at staff meetings or meetings of property owners, upon the request of the City, after reasonable notice; (h) telephone consultation with staff members and property owners to answer legal questions about the assessment proceedings; DOCSSF1:3J 1860.2 1-411 040 SS4 . . . , ' 3, To enable Bond Counsel to perfonn the services enumerated in paragraph 1, the City will be required to provide, either directly or through the City's consulting engineer. the following: (a) mailing labels with the name and address of the owner of each parcel proposed to be assessed. cross.referenced to the assessment number assigned to such parcel on the assessment diagram; (b) labels to be afflXOO to the notice of hearing and the notice of assessment to be mailed to the property owners, setting forth the amount of the proposed asscssment, cross-referenced by asscssmcnt number; ( c) envelopes with a return address to the City or City Clerk for mailing notices to property owners, and first class postage on all such envelopes; (d) a verbal description of the improvement project (typically from consulting engineer or Public Works); (e) the assessment roll (sometimes referred to as the assessment spread), setting forth the name of the parcel owner and the amount of the assessment, cross-referenced by assessment nunlber; (f) the boundary map and the assessnlent diagram, conforming to the requirements of Sections 3110 and following, Streets and Highways Code, and in a fern1 acceptable to the Alameda County Recorder for map recording purposes, together with the services required to cause the recording of the same. together with a Notice of Assessment; (g) the engineer's report. with contents specified by Section 10204 of the Streets and Highways Code and by Section 4 of Article XIllD of the California Constitution, prepared by the assessment engineer who shall be a registered professional engineer licensed by the State of California; and (h) the list of cash payments and unpaid assessments to be prepared (typically by the City Finance Director) following the 30-day property owner cash payment period. The City agrees to provide or cause to be provided each of the above in a timely manner to enable Bond Counsel to provide its services as prescribed in paragraph 1 of this Agreement. 3 nOCSSFl:311SGO.2 10.411040 SS4 • ~ 4. Tn considEration af the services set Forth~ in para~rapll l., the City sha~I pay to Bond Counsel th~ following amounts on. aceount of legal fe~s and expense reirnbursements: (a} 2% of the first $1.0 ~x~iilion of the principal amount of bonds issued; 1.0% for the next $4.0 million, to a total of $S.O iri111ibn; U.S~~4 of the next $S.0 million, ta a total af $1Q.0 million; and 0.25% for the reinaining baian.ce of the princxpal ~mpunt of bond issucd; pravided t~at in the event Ehat two or more se.ries of bonds are issueti, this sliding fee schedule shali Ue applied on a cutnulativc basrs io the cumulatjve ar~ount of all of said bonds carnbined rather than stariin.g at the first tier o~ 2"/o with each sep~trate series. (b) I.n additian to the basic legal fees payable pursuant to subparagraph {a.) above, Bond Counsel s1~aI1 receive an additio~al legal f~e of $S,OOU for each seri,es of bonds issucd, if any, beyot~d the first series of bonds. (c) In additio~ to 1ega1 fees pa~~b.le pursuant ta subparagraphs (a) and (b) aUove, T3ond Counsel shall be reimburse~ for their e~pense disbursexnents for car tra~rel dt 3t~ cents per mile plus bridge tolls and pazkin~ char~es, telephone and facsimile transrnission ck~a~r~es, photocopies at 20 cezits per pagc, and postage and express delivery charges~ (d) PayiZient of t-~e legal fees aud expe~ses sha11 be entirely contingent u~on receipt by tl~.e City af proc~~ds of sal.e of thc impravemen.t bonds and shail be payable farthwith fall~wing sucl~ receipt upon presen.tation of an invoice by Bond Counsel. Additiona3. expenses far sez-vices arranged by Bot~d Counsel, sucli as publication costs and necessary printin~, at the request of the City, shall be incurred direcily ~or the account of, and shall bc paid directly by, tl~.e City. 5. ~ond Counsel certifies that it has r~v interest, either di.rect or eontingent, xn. any praperty ax cont~act arising from or affected by thc assessinent district, ~xcept as Bond Counscl under this Agreerne~lt; nor does Sand Cou~asel represent any awner of property within tk~e ~roposed boundaries of this assessment district, and lzas not received a fee from any source for ser~vices co~u,ected with the project. Further, Bond Cotursel reg~.larly performs le~;al services I`or many private and public cntiti~s in connectiQn with a widc ~variety o~ matters. Same af these elients n~ay have 4 nor:SSF1;3! [8ti0.2 I-411ck10 SS4 - . .- some direct or indirect relationship with the City, as. for example, insurers, suppliers, lenders, investment bankers, consultants, pension plan trustees, landlords, donors, bondholders or competitors. With varied client representation. there is always the. possibility of other transactions between clients and of disputes among them, Bond Counsel has also served as bond counsel in financing by governmental entities that include states. counties, municipalities, special districts and other political subdivisions, as well as departments and agencies of the foregoing, Bond Counsel is now providing services for these clients and expects to continue to do so in the future. The City is aware of Bond Counsel's ongoing relationships with such entities and the oilier public and private entities described above, No conflict is currently perceived by Bond Counsel to exist from such representations, To the extent any actual conflict is later perceived by Bond Counsel . to arise from such relationships, Bond Counsel will apprise the City of such conflict and, after reasonable re\-'iew and consideration, the City will inform Bond Counsel whether it will waive such conflict. Dated: . 1999 CITY OF DUBLIN By Mayor ATTEST: City Clerk By ORRICK, HERRINGTON & SUTCLIFFE LLP . By Samuel A. Sperry 5 noc.SSFI :311 860.2 1-411040 SS4