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HomeMy WebLinkAboutCity Council Resolution 93-031.6PFA RESOLUTION NO. 93-031.6PFA A RESOLUTION OF THE SARATOGA PUBLIC FINANCING AUTHORITY APPROVING AGREEMENT FOR LEGAL SERVICES IN THE MARKS-ROOS FINANCING The Governing Board of the Saratoga Public Financing Authority resolves: 1. This Board approves that certain agreement between the SARATOGA PUBLIC FINANCING AUTHORITY and ORRICK, HERRINGTON & SUTCLIFFE, for services of that firm as Special Bond Counsel for the Marks-Roos financing, dated June 16, 1993, and attached to this resolution. 2. The President is authorized to sign the agreement and the Secretary is authorized to attest its execution. PASSED AND ADOPTED at a regular meeting of the Governing Board of the Saratoga Public Financing Authority held on the 16th day of June, 1993, by the following vote: AYES: Councilmembers Burger, Kohler, Mania, Tucker and Mayor Anderson NOES: None ABSENT: None (~ ,1f~~>r-- pll¥J.~£ fA ABSTAIN: None A/JEST: t..~~ ~Î SF2-17601.1 AGREDŒNT FOR LEGAL SERVICES IN CONNECTION WI'l'H MARKS-ROOS FINANCING SARATOGA PUBLIC FINANCING AUTHORJ:TY SANTA CLARA COUN'1'Y, CALIFORNIA This is an agreement for leqal services between the SARATOGA PUBLIC FINANCING AUTHORITY, Santa Clara County, California, a California joint exercise of powers authority, 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 the Marks-Roes financing: (a> Preparation of all foras of resolutions, notices, affidavits, and other dOC1menta required by the laws governing the financine). (b) The preparation of written instructions to Client's Secretary and other staff ..Jlbers concerning the perforaance of legally-required duties in connection with the financing. (c) Attendance at all public hearings held in the furtherance of the financinq (including continuances of the hearings, if any). (d) Attendance at all other public meetings of Client at which matters relating to the financing are considered, except routine _atters. <e> Telephone consultation with staff members to answer legal questions about the proceedings. (f) Arrangements for the printing of bonds, including the printing of a bond register. (9) 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 bfds. Bond Counsel will give an opinion that the descriptions of the bonds and of Bond Counsel's 8P2-17600.2 bond opinion (but not of the Assessment or Bond-Pooling Acts themselves) in the Official statement are "accurate in all material respects." Bond COunsel will require a statement in the Otficial statement to the effect that Bond Counsel expresses no opinion regarding the accuracy, completeness or fairness of the information contained in the Official statement. (h) The preparation of bond delivery documents and coordination of the closing. (i) The rendition of Bond Counsel's usual and customary legal opinion with respect to the validity of the bonds, and, if appropriate, the tax ex..pt status thereof. (j) Preparation of a transcript of the legal proceedings in loo.e-leaf fora for the us. 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 ..inent 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 teras as might be mutually agreed to'at the ti.e. 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 fee and costs: <a) Bond Counsel shall be paid a fee in an amount equal to $25,000. . (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 such bonds are issued, Bond Counsel shall be paid no such fee. - SP2-17600.2 2 (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 shall, in any case, be paid its expenses (copyinq, telephone, tel.copy, word processing, legal research database charges, travel, postage, express delivery service, and the like). If bonds are not issued in the proceedinqs, this ..ount shall not exceed $1,000. (e) The cost of some services for which Bond Counsel makes arrangeaents 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 and the related agreements with the city for the assessment districts. 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, SP2-17600.2 3 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 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 agre_ant and Client waives any actual or potential conflict which may be posed by such representation. DATED: June 16, 1993 SARATOGA PUBLIC FINANCING AUTHORITY, a california joint exercise of powers authority By {l~¿aA1Þ/n- tt~ 'President ATTEST: ~ 0', ~, Secretary Ó ORRICK, HERRINGTON & SUTCLIFFE ~~ Dan1el C. Bort By 81'2-17600.2 4