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Home My WebLink AboutCity Council Resolution 93-031.3 RESOLUTION NO. 93-031.3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA APPROVING AGREEMENT FOR LEGAL SERVICES FOR LEONARD ROAD ASSESSMENT DISTRICT 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 the Leonard Road Assessment District, 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 (~/t;Lé~11---.. fltt Lx Mayor ABSTAIN: None ATTEST: Be~ry~y city Clerk SF2-17602,l AGREEKBNT FOR LEGAL SERVICES LEONARD ROAD ASSESSMENT DISTRICT CITY OF SARATOGA SAH'l'A CLARA COUNTY, CALIFORNIA This is an agreement. for legal services between the CITY OF SARATOGA, Bant.a Clara Count.y, California, a California aunicipality, referred to as Client, and ORRICK, HERRINGTON & SUTCLIFFE, San Francisco, California, referred t.o as Bond Counsel. 1. Client retains Bond Counsel as special counsel to perform the following legal services relating t.o Leonard Road Assess.ent District: (a) Preparat.ion of all forms of resolutions, notices, affidavits, and other document.s required by the laws governinq the financing. (b) The preparation of written instructions to Client's Clerk and other staff _embers concerning the performance of legally-required duties in connection with the financing. (c) Review of documents prepared by Client's engineering staft or consulting engineers, including the Engineer's Report and the .ethod 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 ..tters. (f) Attendance at staff meetings or meetings of interested citizens, upon the request of the Client, after reasonable notice. (q) Telephone consultation with staff members and interested citizens to answer legal questions about the proceedi~qs. SF2-17599 .1 (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 disclo8ure 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 Assess.ant Acts themselves) Inthe Official 8tat_nt are "accurate in all aaterial respects." Bond COunsel will require a statement in the Official stateaent to the etfect that Bond Counsel expresses no opinion regardIng the accuracy, completeness or fairness of the informatIon contained in the Official stat_ant. (j) The preparation of bond delivery docuaents and coordination of the closing. Ck) The rendition of Bond COunsel's usual and customary leqal opinion with respect to the validity of the bonds, and, if appropriate, the tax exeapt stat:us t:hereof. (1) Preparation of a transcript of the legal proceedinqs in loose-leaf fora for the use of the Client. 2. The services of Bond Counsel under. this agreement shall not include the following: Ca) Leqal services in connection with the acquisition of interests in real property, either tbrouqh negotiation or through exercise of the power of eminent dOD.ain~ (b) Legal services in connection with litigation. Cc) 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 terB.s as might be mutually agreed to at the time. The performance by Bond Counsel of services excluded by this paraqraph, if required by Client, shall be under separate written agre..ent. SF2-17S99.1 2 3. In consideration of the services set forth in paragraph 1, Client shall pay to Bond Counsel the following fee and costs: <a) Bond Counsel shall be paid a legal fee of $5,000. This fee is in addition to the fee set forth in the Agreement for Leqal services between Bond Counsel and the Saratoga Joint Powers Authority dated June 16, 1993. (b) The fee set forth in (a) above is payable only following the receipt of the proceeds of the sale of bonds issued in the proceedings. If no auch bonds are issued, Bond Counsel shall be paid nosueb fee. (c) 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. (d) Bond Counsel sba11, in any case, be paid its expenses (copyinq, telephone, te1ecopy, word processing, legal research database charge., travel, postage, express delivery service" and the like). If bonds are not issued in the proceedings, this aaount shall not exceed $1,000. <e) The cost of some services for which Bond Counsel makes arranqaaents under this aqree.ent (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 agre_ent. 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 a~d' paralegals on the project, who will always be under the direct SFl-I7599.1 3 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 .any·private and public entities in connection with a wide variety of matters. So.e of these clients may bave aome 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 aatters. 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 SP2-17S99.1 4 agreement and Client waives any actual or potential conflict which may be posed. by such representation. DATED: June 16, 1993 CITY OF SARATOGA, a California municipality By ~vâ.'.'...líitt1Jf'/- {tt j ....... Mayor ATTEST: ~_.~. ~/ City Clerk - ¡ ORRICK, HERRINGTON & SUTCLIFFE By A c ~al c. B:rt SF2-I7599.1 5