HomeMy WebLinkAbout05.O- City Attorney CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
From: Gary D. Saenz, City Attorney M/CC Meeting Date: 06/1/2015
Prepared by: Donn Dimichele,
Deputy City Attorney 384-5355
Dept: City Attorney Ward(s): All
Subject: Resolution Of The Mayor And Common Council Of The City Of San
Bernardino, Acting As The Successor Agency To The Redevelopment Agency Of The
City Of San Bernardino, Authorizing The Execution Of An Engagement Letter With The
Law Firm Of Orrick, Herrington & Sutcliffe LLP, And A Waiver Of Potential Conflicts Of
Interest That May Arise From Such Legal Representation
Current Business Registration Certificate: Not Applicable
Financial Impact: The Successor Agency to the Redevelopment Agency of the City of
San Bernardino will pay the Law Firm of Orrick, Herrington & Sutcliffe LLP a fee of
$250,000 for legal services, plus actual out-of-pocket third party expenses in an amount
to be determined, in connection with the refunding of certain obligations of the
Successor Agency, to obtain more favorable terms. Payment will be made from the
proceeds of the refunding and is contingent upon the successful closing of the
refunding.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action: On April 6, 2015, the Mayor and Common
Council, acting as the Successor Agency, authorized the commencement of a refunding
of certain outstanding bonds and notes of the former Redevelopment Agency to achieve
debt service savings and avoid the possibility of default. On May 18, 2015, the Mayor
and Common Council as Successor Agency authorized the Issuance of refunding bonds
of the Successor Agency to obtain the necessary financing for the refunding, and
approved the form of certain documents that will be executed in connection with the
refunding.
Background: Pursuant to state law, the former Redevelopment Agency was dissolved
effective February 1, 2012, at which time the City as Successor Agency acquired the
assets and liabilities of the former Redevelopment Agency. Among the liabilities are a
series of outstanding bonds and notes which together amount to about $65 million.
Interest rates now are substantially lower than the rates on the outstanding bonds and
notes. The Successor Agency believes it can save about $7 million in debt service
payments by refunding the bonds and notes at current rates.
The refunding is to be accomplished by the issuance of two series of bonds of the
Successor Agency which will be sold on the bond market. in order to ensure
compliance with all applicable laws, it is necessary to obtain the specialized services of
bond counsel to prepare the documents that are required to issue the bonds. Bond
counsel also will issue an opinion regarding the validity and the tax-exempt status of the
bonds, without which the bonds will not be marketable.
The Successor Agency selected the law firm of Orrick, Herrington & Sutcliffe LLP
("Orrick") as its desired bond counsel due to Orrick's demonstrated expertise in
municipal finance and its recent specific experience in assisting another local public
agency in refinancing an obligation created under the federal EB-5 program. The
Successor Agency has a payment due in September 2015 on an obligation created
under that program, and it needs to accomplish the refunding before then to avoid
defaulting on the obligation. Given the short time frame, it is important that the Agency
obtain bond counsel with the necessary experience to ensure completion of the
refunding in a timely fashion.
It should be noted that in its April 6, 2015 action on this matter, the Mayor and Common
Council approved the Financing Team, which included Orrick as designated bond
counsel.
After consultation with its independent legal counsel and its financial advisor, the
Successor Agency believes the fee proposed by Orrick for its services is reasonable for
the work to be performed.
Because Orrick also performs legal work for the County of San Bernardino, Orrick has
requested a waiver of any conflict of interest that may arise from representing both the
County and the Successor Agency. No known conflict exists, and in the event one
develops that would require disclosure of confidential client information, Orrick will
withdraw from the representation requiring the disclosure.
Attachments:
1. Resolution (Exhibit "A") and Exhibits to Resolution (Engagement Letter and Conflict
Waiver).
City Attorney Review:
1 RESOLUTION NO. 2015-
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
4 BERNARDINO, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
5 AGENCY OF THE CITY OF SAN BERNARDINO,AUTHORIZING THE EXECUTION OF AN
6 ENGAGEMENT LETTER WITH THE LAW FIRM OF ORRICK, HERRINGTON & •L
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7 SUTCLIFFE LLP, AND A WAIVER OF POTENTIAL CONFLICTS OF INTEREST THAT
8 MAY ARISE FROM SUCH LEGAL REPRESENTATION
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10 WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the o
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11 California Health and Safety Code ("HSC")), the Mayor and Common Council of the City of San
12 Bernardino ("City") created the Redevelopment Agency of the City of San Bernardino ("RDA"); and =
13 WHEREAS, as a redevelopment agency, the RDA had the power to issue bonds and other N
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14 obligations for any of its corporate purposes; and
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15 WHEREAS, during its existence the RDA issued and entered into certain loan agreements, `=
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16 bonds and notes that remain currently outstanding ("Outstanding RDA Obligations") for the purpose of
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17 financing redevelopment activities; and Q
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18 WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABxI 26")
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19 adopted on June 28, 2011, dissolved all redevelopment agencies in California as of February 1, 2012, .o
20 and designated "successor agencies" and "oversight boards" to administer the wind-down of the former y
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21 redevelopment agencies; and Q
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22 WHEREAS, the City agreed to serve as the successor agency to the RDA ("Successor Agency")
23 upon the dissolution of the RDA pursuant to ABx 126; and
24 WHEREAS, the Oversight Board for the Successor Agency ("Oversight Board") has been a
25 established pursuant to HSC section 34179 to assist in the wind-down of the RDA; and
26 WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-13 State of California budget bill,
27 the Governor signed into law Assembly Bill 1484, which modified or added to some of the provisions of
28 ABxI 26, including provisions related to the refunding of outstanding redevelopment agency bonds and
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1 the expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or
2 before December 31, 2010; and
3 WHEREAS, HSC section 34177.5(a)(1) authorizes successor agencies to refund outstanding
4 bonds provided that certain specified requirements are met; and
5 WHEREAS, HSC § 34177.5(a)(2) authorizes successor agencies to refund outstanding bonds or
6 other indebtedness to finance debt service spikes, including balloon maturities, on existing indebtedness,
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7 provided that certain specified requirements are met; and o
8 WHEREAS, to the extent authorized by HSC § 34177.5(a), the Successor Agency desires to v
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9 undertake the refunding of all or a portion of the Outstanding RDA Obligations; and o
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10 WHEREAS, on April 6, 2015, the Successor Agency, in Resolution No. 2015-72, resolved to 0
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ii authorize the initiation of steps needed to issue bonds for the purpose of refunding the Outstanding RDA
12 Obligations on more favorable terms ("Refunding Bonds"); and
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13 WHEREAS, on April 13, 2015, the Oversight Board, in Resolution No. SBOB/2015-03,
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14 resolved to direct the Successor Agency to commence the process for the issuance of the Refunding
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15 Bonds to refund all or a portion of the Outstanding RDA Obligations; and
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16 WHEREAS, on May 18, 2015, the Successor Agency by resolution authorized the issuance of
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17 the Refunding Bonds; and a
18 WHEREAS, on May 19, 2015, the Oversight Board by resolution approved the Successor
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19 Agency's authorization of the issuance of the Refunding Bonds; and o
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20 WHEREAS, to issue the Refunding Bonds the Successor Agency will need the assistance of y
21 specialized legal counsel with expertise in municipal finance to ensure compliance with all applicable Q
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22 laws; and
23 WHEREAS, San Bernardino Municipal Code section 2.20.040 provides that the Mayor and
24 Common Council ("Council") may retain special legal counsel subject to the recommendation of the ¢
25 City Attorney that such counsel is necessary when legal specialization not possessed by the City
26 Attorney is required; and
27 WHEREAS, the City Attorney, by his approval of this Resolution, recommends that the
28 Council, acting as the Successor Agency, retain the services of special legal counsel to assist in the
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1 issuance of the Refunding Bonds and such related matters as may arise in connection with their
2 issuance; and
3 WHEREAS, the law firm of Orrick, Herrington & Sutcliffe LLP ("Orrick") has demonstrated
4 expertise in municipal finance matters; and
5 WHEREAS, in Resolution No. 2015-72, the Council, acting as the Successor Agency, approved
6 the designation of Orrick as bond counsel for the Successor Agency in connection with the issuance of
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7 the Refunding Bonds; and
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s WHEREAS, a proposed Engagement Letter providing for the terms of Orrick's representation
9 of the Successor Agency as its bond counsel in connection with the issuance of the Refunding Bonds has o
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10 been prepared and is attached as Exhibit A; and o
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11 WHEREAS, Orrick has advised the Successor Agency that Orrick currently and periodically
12 represents the County of San Bernardino ("County") with respect to various legal matters that are not =
13 related to the issuance of the Refunding Bonds or to any services provided for in the proposed y
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14 Engagement Letter attached as Exhibit A; and
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15 WHEREAS, Orrick has further advised the Successor Agency that its proposed representation
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16 of the Successor Agency and simultaneous representation of the County could, but are not likely to,
17 result in the representation by Orrick of clients having adverse interests; and Q
18 WHEREAS, an attorney may not represent clients having adverse interests without the informed
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19 written consent of each client; and o
20 WHEREAS, Orrick has therefore prepared a written waiver of any conflict of interest arising w
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21 from its representation of the Successor Agency in connection with the issuance of the Refunding Q
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22 Bonds, attached to this Resolution as Exhibit B, and has requested that the Successor Agency and the
23 County execute the waiver to allow Orrick to undertake the representation of the Successor Agency in
24 connection with the issuance of the Refunding Bonds, and a
25 WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been
26 met.
27 NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the Redevelopment
28 Agency of the City of San Bernardino, as follows:
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1 Section 1. Approval of Engagement Letter. The Engagement Letter attached to this
2 Resolution as Exhibit A is approved, and the City Attorney is authorized and directed to execute the
3 Engagement Letter on behalf of the Successor Agency.
4 Section 2. Approval of Waiver of Conflict of Interest. The waiver of conflict of interest
5 attached to this Resolution as Exhibit B is approved, and the City Attorney is authorized and directed to
6 execute the Agreement on behalf of the Successor Agency. •i
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7 Section 3. Other Acts. The officers and staff of the Successor Agency are authorized and o
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8 directed,jointly and severally, to do any and all things, and to execute and deliver any and all documents
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9 necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions o
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10 previously taken by such officers or staff members are ratified and confirmed. o
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11 Section 4. Effective Date. This Resolution shall take effect upon its adoption and execution
12 in the manner as required by the City Charter. _
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
2 BERNARDINO, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
3 AGENCY OF THE CITY OF SAN BERNARDINO,AUTHORIZING THE EXECUTION OF AN
4 ENGAGEMENT LETTER WITH THE LAW FIRM OF ORRICK, HERRINGTON &
5 SUTCLIFFE LLP, AND A WAIVER OF POTENTIAL CONFLICTS OF INTEREST THAT
6 MAY ARISE FROM SUCH LEGAL REPRESENTATION
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Successor Agency
8 to the Redevelopment Agency of the City of San Bernardino, at a meeting thereof, held on the 1 st day of
June, 2015,by the following vote, to wit:
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Council Members Ayes Nays Abstain Absent
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MARQUEZ
12 BARRIOS
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VALDIVIA (L
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SHORETT
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NICKEL L
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JOHNSON
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MULVIHILL a
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20 Georgeann Hanna, City Clerk N
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21 The foregoing Resolution is hereby approved this 1 st day of June 2015. Q
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23 R. Carey Davis, Chairman t
Successor Agency to the
24 Redevelopment Agency of the
25 City of San Bernardino
Approved as to Form:
26 City Attorney
27
2s By'
Gary D. Saenz, General Counsel
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� ORRICK,HERRINGTON 8 SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
L\ SUITE 3200
j ('� r') I f'^"' �f LOS ANGELES,CALIFORNIA 90017
t i $1 I\ j (4 tel +1-213-629-2020
fax +1 213-612-2499
WWW.ORRICK.COM
June 1, 2015 William W. Bothwell
213-612-2403
wbothweii@orrick.com
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Gary D. Saenz,City Attorney
300 N. "D" Street,Sixth Floor
San Bernardino, CA 92418
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Re: Successor Agency Refunding Bonds
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Dear Mr. Saenz: >
This letter will serve to summarize the terms of our engagement, subject to acceptance by =
the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Agency'
as Bond Counsel in connection with the proposed issuance of certain Refunding Bonds (collectively
the "Refunding Bonds"). The Refunding Bonds will be issued by the Agency for the purpose of °
refunding certain outstanding Agency obligations (including as many as eleven separate loan LO
agreements, two outstanding Eb-5 notes and a reimbursement agreement, the "Refunded w
Obligations"). u,
A. Scope of Services
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1. Our services as Bond Counsel for the Refunding Bonds will include the following:
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a. Consultation with representatives of the Agency, the financial advisor, the E
underwriter and others concerning the financing, its timing, terms and structure. Such a,
consultation will include considerations of the California law, federal tax law and municipal 0)
bond law as they affect the proposed financing. w
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b. Preparation of legal proceedings for the authorization, sale and issuance of 0
the Refunding Bonds, including preparation of any resolution, indenture, installment
purchase contract, lease or any other documents necessary for the issuance of the Refunding E
Bonds; preparation of the proceedings for the execution, delivery and sale of the Refunding
Bonds and advice to the Agency concerning the terms thereof; preparation of other
proceedings (including closing papers) required in connection with the issuance of the <
Refunding Bonds; and coordination of the closing. All legal proceedings for action by the
Agency necessary for the execution and delivery of the Refunding Bonds will be prepared by
us, to the extent practicable, for submission to the Agency and will be subject to the
approval of the City Attorney. We would not expect to prepare any of the documentation in
connection with any credit support or other security for the Refunding Bonds, and would
not expect to be responsible for reviewing such documentation except as it affects the
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Gary D. Saenz
June 1,2015
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validity of the Refunding Bonds and the tax-exempt status of interest thereon. Our services p
also do not include any responsibility for compliance with environmental, land use, real w
estate, insurance or similar laws or matters or (except as required for tax exemption of the 3
Refunding Bonds) any tax laws, or for title to, recording, filing or perfection of security U
interests in real or personal property.
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C. The rendering of a final legal opinion on the validity of the Refunding Bonds o
and exclusion from gross income for federal tax purposes of interest payable on the y
Refunding Bonds.
B. Fees and Expenses. For all services to be performed, our proposed fee arrangement would
be as follows: A fixed fee of$250,000,plus actual out-of-pocket third party expenses. <
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These proposed fees would be contingent upon a successful closing and are inclusive of all .d
of our related expenses. In addition, if the proposed fee structure creates in retrospect an M
unsatisfactory fee proposal,we are of course willing to review this with the Agency and together find
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a mutually satisfactory result.
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Our services will not include representation of the Agency in any legal action challenging,
affecting or arising out of the transactions contemplated by this letter or rendering any advice or u
opinion to the Agency or others in connection with questions arising after the closing or the
performing of any rebate calculations or filing or monitoring or other legal services with respect to d
the transaction after the closing; but if we are requested to perform such services, we would be
pleased to perform them on circumstances mutually agreeable.
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The Agency acknowledges that Orrick regularly performs legal services for many private and
public entities in connection with a wide variety of matters. For example, we have represented, are i
representing or may in the future represent other public entities, underwriters, trustees, rating O
agencies, insurers, credit enhancement providers, lenders, contractors, suppliers, financial and other
consultants/advisors, accountants, investment and swap providers/brokers, providers/brokers of E
derivative products and others who may have a role or interest in the financing or the project or that U
may be involved with or adverse to the Agency in this or some other matter. We agree not to q
represent any such entity in connection with the financing, during the term of this engagement,
without the consent of the Agency. Given the special,limited role of bond counsel described above,
the Agency acknowledges and agrees that no conflict of interest exists or would exist, and waives
any actual or potential conflict of interest that might be deemed to arise, now or in the future, from
this engagement;it being acknowledged that the Agency, the County of San Bernardino and Orrick
are parties to a consent and waiver letter dated June 1,2015.
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ORRICK
Gary D. Saenz
June 1,2015
Page 3
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This engagement and all legal services to be rendered under it may be terminated at any time
by written notice from either party,with or without cause. In that event, all finished and unfinished Y
documents prepared for adoption or execution by the Agency, shall, at the option of the Agency, 3
become its property and shall be delivered to it or to any party it may designate; provided that
Orrick shall have no liability whatsoever for any subsequent use of such documents. o
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If you have any questions or wish to discuss any of the foregoing matters,please feel free to 0
call me. If the foregoing undertaking is satisfactory to the Agency,please execute the enclosed copy >
of this letter and return it to me. co
Thank you very much and we look forward to working with you on these transactions.
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Very truly yours,
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William W. Bothwell r
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CONFIRMED AND ACCEPTED FOR THE AGENCY:
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SUCCESSOR AGENCY TO THE REDEVELOPMENT w
AGENCY OF THE CITY OF SAN BERNARDINO Y
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By
Gary D. Saenz, City Attorney
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Dated: ,2015
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ORRICK, HERRINGTON&SUTCLIFFE LLP
0 777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES,CALIFORNIA 90017
0 R 1 C K tel +1-213-629-2020
fax +1 213-612-2499
WWW.ORRICK.COM
VIA EMAIL AND US MAIL BiR W. Bothwell
(213)612-2403
wbothwelt@orrick.com
June 1, 2015 2
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Michelle Blakemore Gary D. Saenz 3
Chief Assistant County Counsel City Attorney
Office of the County Counsel San Bernardino City Attorney o
County of San Bernardino City of San Bernardino v
385 North Arrowhead Avenue, Fourth Floor 300 North D Street, Sixth Floor o
San Bernardino, California 92415 San Bernardino, California 92418
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Re: Waiver of Conflict Pertaining to Successor Agency Refunding Bonds
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Dear Ms. Blakemore and Mr. Saenz: a.
As Orrick, Herrington & Sutcliffe LLP ("Orrick") has discussed with you, we are
requesting your informed written consent to a waiver of a potential conflict of interest described ,i,
herein. The Successor Agency to the Redevelopment Agency of the City of San Bernardino (the 7
"Successor Agency") has requested Orrick to represent it as Bond Counsel in connection with cc
the issuance by the Successor Agency of certain refunding bonds to refinance for savings r
obligations previously issued by the former Redevelopment Agency of the City of San
Bernardino.
Orrick is currently representing the County of San Bernardino in connection with certain
bankruptcy matters and periodically in connection with certain public finance matters. Neither
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our past nor current representation of the County of San Bernardino has any known relationship
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to the proposed representation of the Successor Agency as set forth above. In addition, none of u
the work to be performed on behalf of the Successor Agency will be performed by attorneys in
the firm who are engaged to represent the County of San Bernardino. It is only out of an
abundance of caution, anticipating no future circumstance when a conflict might realistically r
arise, that Orrick makes this request. Q
Orrick hereby agrees that we will not disclose to the Successor Agency any information
concerning the County of San Bernardino or its business which is confidential (i.e., trade secrets
and matters covered by the attorney-client or work product privileges), nor utilize any such
information in any manner or proceeding without the County of San Bernardino's consent. In
the event that the disclosure of such information is necessary to the effective representation of
the Successor Agency, and the County of San Bernardino declines to provide the requested
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Michelle Blakemore
Gary D. Saenz
June 1,2015
Page 2
consent, we will so advise the Successor Agency and Orrick will be required to withdraw from
this representation of the Successor Agency.
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Orrick hereby further agrees that we will not disclose to the County of San Bernardino
any information concerning the Successor Agency or its business which is confidential (i.e.,
trade secrets and matters covered by the attorney-client or attorney-work product privileges), nor
utilize any such information in any manner or proceeding without consent. In the event that
disclosure of such information is necessary to the effective representation of the County of San
Bernardino, and the Successor Agency declines to provide the requested consent, we will so 0
advise the County of San Bernardino and Orrick will be required to withdraw from that aspect of
our representation of the County of San Bernardino in which the disclosure of the requested
information is necessary to our effective representation.
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Orrick will make every effort to protect the confidences of both the Successor Agency Q
and the County of San Bernardino.
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In the event of any dispute between the Successor Agency and the County of San LO
Bernardino arising out of our representation of the Successor Agency, the Successor Agency and
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the County of San Bernardino agree that Orrick may continue to represent the Successor Agency
in connection with resolution of such dispute, including any formal mediation process related
thereto. Orrick agrees that, in the event the dispute develops into arbitration or litigation, Orrick
will be required to withdraw from representing the Successor Agency and the Successor Agency
consents to Orrick's withdrawal. In no circumstance will Orrick represent the County of San
Bernardino in connection with any dispute with the Successor Agency arising out of the >
contemplated representation herein.
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You both have graciously agreed to Orrick's representation of the Successor Agency as o
outlined this letter while continuing our separate representation of the County of San Bernardino. .
Accordingly, we request that you so indicate by signing the enclosed copy of this letter and
returning it immediately by e-mail and then mailing the copy with your signature to us. By E
doing so, you will be agreeing as follows:
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(1) that the Successor Agency and the County of San Bernardino
acknowledge Orrick's disclosure of the potential conflicts of interest described herein;
(2) that the Successor Agency and the County of San Bernardino agree to
waive any potential or actual conflicts of interest associated with Orrick's contemplated
representation of the Successor Agency as set forth herein;
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OR, R ! C K
Michelle Blakemore
Gary D. Saenz
June 1, 2015
Page 3
(3) that the Successor Agency will not directly or indirectly seek to disqualify
Orrick from its representation of the County of San Bernardino, or support such
disqualification, in any matter in which Orrick is representing the County of San
Bernardino as a result of the potential or actual conflicts of interest described herein, O
except in the event that disclosure by Orrick of information concerning the Successor
Agency or its business which is confidential (including but not limited to trade secrets
and matters covered by the attorney-client or attorney-work product privileges) is -
necessary to Orrick's effective representation of the County of San Bernardino; and 0
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(4) that the Successor Agency and the County of San Bernardino are fully
informed regarding the legal implications of this waiver of conflict of interest, and have
the right, which Orrick strongly encourages, to seek and obtain the advice of independent
legal counsel concerning the law and the implications of this waiver request.
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We very much appreciate your agreement as requested herein and your assistance and co
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cooperation in expediting this request. If you have any questions, please do not hesitate to call
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the undersigned. LO
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Sincerely, LO
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Bill Bothwell J
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APPROVED, ACCEPTED AND AGREED TO L
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this day of June, 2015.
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Michelle Blakemore
Gary D. Saenz
June 1, 2015
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APPROVED, ACCEPTED AND AGREED TO
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