HomeMy WebLinkAbout1990-188
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RESOLUTION NO. 90-188
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH ORRICK, HERRINGTON & SUTCLIFFE
3 RELATING TO PROVIDING BOND COUNSEL SERVICES FOR THE VERDEMONT
AREA IMPROVEMENT DISTRICT, ASSESSMENT DISTRICT NO. 987, AND
4 RESCINDING RESOLUTION NO. 89-148.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
The Mayor is hereby authorized and directed
to execute, on behalf of said City, an Agreement for Legal
Services with Orrick, Herrington & Sutcliffe for providing bond
counsel services for the Verdemont Area Improvement District,
Assessment District No. 987, a copy of which is attached hereto
marked Exhibit "A," and incorporated herein by reference as fully
as though set forth at length.
SECTION 2.
This resolution is rescinded if the parties
to the Agreement for Legal Services fail to execute it within
sixty (60) days of the passage of this resolution.
SECTION 3. Resolution No. 89-148, authorizing execution
of an Agreement with Best, Best and Krieger for Bond Counsel
Services, is hereby rescinded.
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5-02-90
3 Bernardino at a
4 21st day of
5 wit:
6 Council Members:
7 ESTRADA
8 REILLY
9 FLORES
10 MAUDSLEY
11 MINOR
12 POPE-LUDLAM
13 MILLER
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RESO: AUTHORI ZING EXECUTION OF" AGRMT. WITH ORRICK, HERRINGTON
& SUTCLIFFE RELATING TO BOND COUNSEL SERVICES FOR A. D.
NO. 987; AND RESCINDING RESOLUTION NO. 89-148
1 I HEREBY CERTIFY that the foregoing resolution was duly
2 adopted by the Mayor and Common Council of the City of San
TP..glllrlr
meeting thereof, held on the
Mny
, 1990, by the following vote, to-
AYES NAYS
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ABSTAIN
/d__" ' /t.
.JT/.#//l/?/M!d~Y
/ City Clerk
The foregoing resolution is hereby approved this ~~~q1
day of
Mav
, 1990.
21 Approved as to form
and legal content:
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James F. Penman
23 City Attorney
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25 BY~
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CITY OF SAN BERNARDINO
ASSESSMENT DISTRICT NO. 987
(VERDEMONT AREA)
AGREEMENT FOR
BOND COUNSEL SERVICES
THIS AGREEMENT is made and entered into this 0~~ day of
, 1990, by and between the CITY OF SAN B RNARDINO,
C~rFOR ,a municipal corporation and public agency of the
Stat~~of a1ifornia, hereinafter called "CITY", and ORRICK,
HERRING'I'clN & SUTCLIFFE, attorneys at law, Los Angeles,
California, hereinafter called "Counsel".
RECITALS
A. WHEREAS, City desires to employ Counsel to perform
legal services incident to the formation of Assessment District
No. 987, pursuant to the "Municipal Improvement Act of 1913",
being Division 12 (commencing with Section 10000) of the
California Streets and Highways Code, with bonds to be issued in
a single series representing unpaid assessments, for the
financing of the acquisition and/or construction of certain
public improvements, including appurtenant work and incidental
expenses; and
B. WHEREAS, Counsel is prepared and able to provide all
legal services required and necessary incident to formation of
the assessment district and issuance and sale of the bonds:
COVENANTS
NOW THEREFORE, it is mutually agreed by the parties hereto
as follows:
Section 1. AGREEMENT FOR SERVICES. City employs Counsel to
render, and Counsel agrees to render, legal services incident to
the assessment district as follows:
(a) Review of the plans, specifications and contract
documents for the proposed work, the map of the
assessment district, the assessment roll and diagram,
the bonds, and providing instruction and advice in
connection therewith.
(b) Preparation of all petitions, resolutions, notices,
certificates, contracts, bond forms, and other papers
and documents required in the assessment proceedings.
JFW/bg [Orrick.Agr]
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(c) Review of the methodology of the apportionment of
improvement costs and expenses being assessed to the
various parcels within the assessment district.
(d) Examination of the assessment proceedings, step by
step, as taken.
(e) Attendance at meetings of City staff and the Common
Council, as needed.
(f) Issuance of Counsel's legal opinion as to the validity
of the assessment proceedings, contracts and documents
and the tax-exempt status of the bonds issued to
represent unpaid assessments.
Section 2. LEGAL FEES. For the services described in
Section 1, City agrees to pay Counsel a fee based upon a
percentage of the confirmed assessments as follows:
Formation of District
and first bond series:
Proceedings Fee of $25,000
plus 15/100ths percent (.15%)
of the bond issue amount;
Supplemental assessment:
Proceedings Fee of $15,000;
All subsequent bond
series:
Proceedings Fee of $5,000
plus 15/100ths percent (.15%)
of the bond issue amount.
The foregoing fee shall be paid from the proceeds of the sale of
bonds, within a reasonable time after sale and delivery of bonds
to a bona fide purchaser, or, if assessments are paid in cash,
from the proceeds of the cash collected, within a reasonable time
after the expiration of the cash collection period.
Section 3. COSTS. This Agreement contemplates that City
shall reimburse Counsel for any long-distance telephone calls,
publication fees, filing fees, messenger and express mail charges
and the costs of printing; if travel outside of Southern
California or other extraordinary expenditures are authorized by
City, then City shall payor reimburse Counsel for the costs and
expenses of such travel and for such other extraordinary
expenses.
Section 4. ABANDONMENT. If the assessment proceedings are
abandoned prior to sale and delivery of bonds, then City shall be
under no obligation to pay Counsel a fee for services, unless
City has accepted a deposit for such purpose from the
participants within the assessment district, and then up to a
maximum fee of $15,000; however, if the assessment district is
not formed for any reason, any costs described in Section 3 shall
be reimbursed to Counsel, subject to a maximum amount of $5,000.
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Section 5. LITIGATION. The fees specified in Section 2 do
not include services in connection with the acquisition, by
contract or condemnation, of any easements or other property
necessary for the proposed improvements or services in connection
with the validation of the assessment proceedings or in
connection with any other litigation not arising out of the
performance of this Agreement.
Section 6. INFORMATION PROVIDED BY COUNTY. City agrees to
furnish Counsel such maps, records, title searches and other
documents and proceedings, or certified copies thereof, as may be
required by Counsel in the performance of services hereunder.
Section 7. ENTIRE AGREEMENT. This Agreement is the entire
agreement between the parties relating to the matters covered
herein.
Section 8. AMENDMENT. Any amendment to this Agreement
shall be of no force and effect unless in writing and signed by
both parties hereto.
Section 9.
be terminated on
either party.
TERMINATION OF AGREEMENT. This Agreement may
thirty (30) days prior written notice from
IN WITNESS WHEREOF, the parties hereof have executed this
Agreement in the City of San Bernardino, State of California, on
the date and year first above written.
)if'L If
ATTEST:
ORRICK, HERRINGTON & SUTCLIFFE
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
By: ~1/,^-'-'> :; i?e.,/~,~
o
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By: ~Wfue ~M1, ~
George W. McFarlin
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