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CI~' OF SAN BIERNARDlio - REQUEQ FOR COUNCIL ACT~N
From: Fred Wilson,
Assistant to City Administrator
Dept: City Administration
Su~~t: General Obligation Bond -Bond
Counsel Services Agreement
D~: June 26, 1989
Synopsis of Previous Council action:
May 31, 1988 Formation of General Bond Committee was approved.
June 21, 1988 Selection of Committee members.
July 18, 1988 General Obligation Bond Committee presented recommendations
to Mayor and Council
Dec. 5, 1988 Mayor and Council approved reconvening of General Obligation
Bond Committee in January 1989 and the removal of Council
members from appointment to the Committee.
Feb. 20, 1989 "General Obligation Bond Committee directed to continue to
evaluate financing mechanisms for funding capital improvement
needs with the intent of recommending a general obligation
bond issue on an upcoming ballot.
June 19, 1989 Staff was directed to prepare bond counsel services agreement.
R~ommended motion:
Adopt resolution.
Signature
Contact person: Fred Wilson
Phone:
5122
Supporting data attached:
Yes
Ward:
All
FUNDING REQUIREMENTS:
Amount:
h;O()0
Source: (Acct. No.)
00\ O'C:,1 S-3()S"o
(Acct. DescriPtion)
Finance:
(,;vJ~ f)f'--
Council Notes:
75-0262
Agenda I tem No.
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CITY OF SAN BERNARDltlO - REQUEft FOR COUNCIL ACTION
STAFF REPORT
At the June 19, 1989 Council Meeting, staff was directed to
prepare the necessary documentation to retain bond counsel
services for the purpose of placing the General Obligation
Bond Issue on the November 1989 ballot.
The city Attorney's Office has concurred with retaining the
firm of Orrick Herrington and Sutcliffe as Bond Counsel for
this issue. The appropriate agreement has been prepared and
is attached. The cost to the City for their services is
$5,000. .
Orrick Herrington and Sutcliffe is aware of the July 17, 1989
deadline for City approval of all necessary ordinances and
resolutions which are required to place the issue on the
November ballot. They have indicated that this deadline can
be met.
If the General Obligation Bond measure is to be placed on the
November ballot, adoption of the form motion is recommended.
A. WILSON
Assistant to the
City Administrator.
FAW/sh
Attachment
75.0264
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RESOLUTION NO.
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
3 EXECUTION OF AN AGREEMENT BETWEEN THE ORRICK, HERRINGTON &
SUTCLIFFE, AND THE CITY OF SAN BERNARDINO FOR BOND COUNSEL
4 SERVICES.
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 of the City of San Bernardino is
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hereby authorized and directed to execute a Bond Counsel
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Agreement between Orrick, Herrington & Sutcliffe, and the City of
San Bernardino in the form of a copy of said agreement attached
hereto as Exhibit "A".
SECTION 2.
This Agreement shall not take effect until
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fully signed and executed by both parties.
The City shall not
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be obligated hereunder unless and until the Agreement is fully
executed and no oral agreement relating thereto shall be implied
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or authorized.
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SECTION 3. This resolution is rescinded if the parties to
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the agreement fail to execute it within sixty (60) days of the
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passage of this resolution.
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I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
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Bernardino at a
meeting thereof, held on the
, 1989, by the following vote,
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day of
to wit:
AYES:
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NAYS:
ABSENT:
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DAB:br
June 23, 1989
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City Clerk
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The foregoing resolution is hereby approved this
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day of
, 1989.
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W.R. Holcomb, Mayor
8 City of San Bernardino
9 Approved as to form
and Legal Content:
JAMES F. PENMAN
11 City Attorney
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DAB:br
June 23, 1989
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, --'---Q~'- TELECOP I ER 295:
05.22/1989
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15:52 ORRIO: HER,RIHGTOH L.A.
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213 680 4600
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~KD COUNSEL AGREEMENT
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tHIS ~ND ~UKSEL AGREEMENT, made as of the day
of June, 1189, by an4 between the City of San Bernardi~
(hereinafter ca~led the MCityM), and ORRICK, HBRRINGTOI &
SUTCLIFFE, (herrinafrer called "Bond Counsel");
, ,RECITALS
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tHBR~, tbe City proposes to hold a city oeneral
obliOltion"bond:elec~ion on November __, 1989 and, if the
election i. suc~esif~,l to issue and sell general Obligation
bonds (the MBon1sM) and desires to retain the services of Bond
Counsel to"a..ht th. City incident to such elecHon, issuance
and sale. :
lOW, ~ElB~RE, in consideration of the mutual
covenants, term. a~d covenants herein contained, the parties
hereto agr,. a.: follOws:
1. ~he clty hereby employ. Bond counsel to furnish
the legal '.rvi~e8 relative to the Bonds hereinafter set forth
and Bond COunsel hereby agrees to furnish such legll service.:
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, ta) 9onsultationwith the City, and ita staff
and counsel and'the City's Financial Consultant concerning the
election Ptocee~in9s, inclu~ing preparation of re80luti~ns,
the order, notigesl ,ffidavlts and certificates as requlred by
law for su.h elfctlon.
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(b) consultation with the Clty and its staff
and counsel, an~ the City's Financial Consultant concerning
the Bonds ind the timing, terms and structure of the offerino
thereof. '
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(c) Preparation of the proceedings for the
authorization, issuance and public sale of the Bonds.
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(d) Review, as to those matters relative to
the iBsu.n~e an~ sale of the Bonds, of the Official Statement
describing the 80nds to be prepared by the City's Financial
Consultant and, if requested, participation in meeting.
reviewing ~he otficial Statement, provided, however, that Bond
Counsel will not be responsible for the preparation or content
thefaof .' .
" (e) tf requested, attendance at meetin~s of
the City Councii and with rating a98ncie8 and the City.
rinancial eonsultant regarding the issuance and sale of the
Bon48 . '
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0522/1989 15: 53 ORR I 0: HERR I tlGTON L. A.
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(f) lttendance at the public eale of the
Bonds, if requ..ted,and preparation of the resolution to be
ado,ted ..11ing:the ,onds,
19) tzamination of proofs of the Bonds, the
preparation of linal closing papers, the organization and
conducting of the Bond closing and the rendering of a final
legal opinion at the'time of delivery of and receipt for
pay$ent of:the ,on~sl
, (h) $uch other legal service. as may be
incidental to tle foregoing,
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,ond ~ouns.l's services will not include
representation Qf th. city in any legal action challenging the
validity of the trin.action. In the event any such services
shall become ne~e.saty, Bond Counsel will perform such
services on suc~ ter~s as shall be mutually agreeable at the
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a. ~on4 ~ounsel shall receive a fee of $5,000 for
legal servl"ces tendefed pursuant to this agreement, based upon
the work p.rfo'red,b Bond Counsel to the date of the election,
*. Xf th~ ballot proposition carries and the Bonds
are issued and eold" in addition to the fee epecified in
paragraph ~ aboye,t~ere shall become due to Bond Counsel upon
delivery of the BORd., or any thereof, a fee for legal
services i~ the; amoutt of $25,000.
tn th~ eye~t that Bond Counsel il (i) requested to
participat.. in ",eetillOs with bond rating aoencies and
prolpectlv' bon~ bid?ers, in accordance with paragraphs l(e)
and l(f) of thi~ A9r~ement' (ii) requested to prepare
proceeding. in conneption with variable interest rate aonde,
or (iii) requested to prepare proceedings which contemplate
credit enh.ncem~nt, ~ither through bond insurance or a letter
of credit or ot~erwi.e, an adOitional fee for such work shall
be due BonO Counsel, said fee to be agreed upon by the City
and Bond CQuns.~, fO~lOwing the decision by the City or the
City's Fin'ncia~ consultant that such work is desirable. Bond
counsel understand! that no litigation is presently pending
against th~ City concerning the Bonds, and. in the eveRt
litigation is filed which affects the City or the iSSUfnce of
the Bonds lnd w~ich will result in the rendering of adtitional
legal serv~ces by Bond Counsel, the fee provided for above
shall be sUbiect to adjustment as shall be mutually agreed
upon by the City and Bond Counsel. If the ballot proposition
carries and the contemplated Bond issuance proceedings are
thereafter abandoned or discontinued for any reason and the
City does not issue and sell the Bonds, Bond Counsel shall be
paid a fee based on Bond Counsel's standard hourly rate by the
,
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City for ..rvices covered by this Agreement and performed by
Dond Coun.el in connection with the Bonds prior to the date of
abaDdonment or disoontinuance, baled upon the work performed
by Bond Counsel to .aid date of abandonment or discontinuance,
but not to'uce.d *11'000.
4. in Id ition to the foregoing, Bond Counsel
shall be reimbufsed for out~of-pocket expenses, which include
traveling ~pen.es, long-distance telephone call charges,
reproduction of docu~nts, secretarial overtime requested by
the City, tilin, fee" cost of preparing on Dond counsel's
word proce'sing equipment legal documents required for the
proceedings, and llk, expenditures. Reimbursement as provided
hereunder ,hall be p,id following receipt of Bond proceeds,
provided, howeVer, s~ould the contemplated election and Bond
issu,nce Pfoceedings~be abandoned or discontinued for any
reason and the City ~oes not issue and sell the Bonds, Bond
Counsel Ihell bf rei~ursed by the City for all such
out-of-pocket e.pens~s upon submission of an itemized
statement there~or. Additional expenses, such as coats of
printing neces.ary l~gal documents and the Bonda, shall be
paid directly bf thelCity.
IN WITNESS,WHEREOF, as of the date
written, the City ha~ caused thia instrument
its behalf and In it, name by its
has caused'thil inlt~ument to be executed on
its name br a "rtner.
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OS/22/1989 15:54 ORR,IC'OF:RWGTON L.A. 0
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first hereinabove
to be executed on
and Bond Counael
ita behalf and in
CITY OF SAN BERNARDINO
BY
ORRICK, HERRINGTON Ii< SUTCLIFF!
By
Eugene J. Carron
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