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HomeMy WebLinkAboutCity Council Resolution 93-031.2 RESOLUTION NO. 93-031.2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA APPROVING AGREEMENT FOR LEGAL SERVICES FOR REASSESSMENT DISTRICT NO. 1993-1 The City Council of the city of Saratoga resolves: 1. This Council approves that certain agreement between the CITY OF SARATOGA and ORRICK, HERRINGTON & SUTCLIFFE, for services of that firm as Special Bond Counsel for Reassessment District No. 1993-1, dated June 16, 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. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Saratoga held on the 16th day of June, 1993, by the following vote: AYES: Councilmembers Burger, Kohler, Monia, Tucker and Mayor Anderson NOES: None ABSENT: None I£~/æf'fr-- . ¡(Iayor ABSTAIN: None ATTEST: B~ry ctr:~ty city Clerk 8112-17603,1 AGREEMENT FOR LEGAL SERVICES REASSESSMENT DISTRICT NO. 1993-1 CITY OF SARATOGA SAN'l'A CLARA COUNTY, CALIFORNIA This is an agreement for legal services between the CITY OF SARATOGA, Santa Clara County, California, a California aunicipality,. 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 Reassessment District No. 1993-1: Ca> Preparation of all foras 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 .embers concerning the performance of 18CJally-requiredduti.. in connection with the financing. (c) Review of documents prepared by Client's engineering staff orconsultlng engineers, including the Engineer's Report and the method. of spread of the assessment.s. Cd) 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 wbich matters relating to the financing are considered, except routine matters. Cf) 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 proceedi~gs. (h) Arrangements for the printing of bonds, including tlie printing of a bond register. SF2-17S9ß.l (i) Assistance with the sale of bonds either by negotiation or by public bid, at the option of Client, including a review of disclosure docwnents 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 Assessaent 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 opinlon rec¡arding 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'. usual and custom.ary legal opinlon with respect to the validity of the bonds, and, if appropriate, the tax exeapt 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 terJ18 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) In consideration of its agreement in the saratoga Public Financing Authority, Bond Counsel shall charge no separate fee under this Agreement. SP2-17S98.t 2 (b) 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. (c) 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. (d) The cost of some services for which Bond Counsel makes arranqgents under this aqre_ent (such as bond printing costs) ahall be billed to the Client and shall be paid by Client directly to the payee. 4. Bond Counsel certifies that it bas 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 by 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 Dany 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, SP2-11598.1 3 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 agreement and Client waives any actual or potential conflict which may be posed by such representation. DATED: June 16, 1993 CITY OF SARATOGA, :yC&Lä?i;:: ~~~ ATTEST: ~ A. (, Cit;~k' ~/ ORRICK, HERRINGTON &: SUTCLIFFE ~~ Dan1-el C. Bart By SF2-17598.1 4