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HomeMy WebLinkAboutRESO 4360WJNL:KIJ:mf 6/2411k- 25c ORIGINAL RESOLUTION NO. 4360 A RESOLUTION AUTHORIZING EXECUTION OP AGREEMENT FOR BOND COUNSEL SERVICE AND REFERENCE TO ATTORNEYS THEREUNDER RESOLVED, by the Council of the City of Palo Alto, California, that the City make and enter into an Agreement with the law firm of Wilson, Jones, Morton & Lynch, dated and in form hereto attached and incorporated herein by reference and the Mayor is hereby authorized to execute said agreement on behalf of the City and the City Clerk is authorized to attest his signature and to affix the corporate seal of the City thereto. * * * * * I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Council of the City of Palo Alto, California, at a meeting there- of held on the 2901 day of, June a 1970, by the follow- ing vote of the members thereof: AYES, and in favor thereof, Councilmen: Arnold, Beaters; Clark, Dias, G Ja gher, Norton, Spaeth NOES, Councilmen: Berwald, Comstock, Pearson ABSENT, Councilmen: Wheatley APPROVED: ERNE3T A. WILSON KINN£TM L JONCS JAMES T. MORTON JOHN 4 LYNCH FMILIP D. ASSAF PEGGY L. MMCI.LIOOTT JONN M. MOLiOM .I SZL1066) NORMAN W. KAVANAUGH SMERROD S. DAMS THOMAS C. MORTOC ROBERT J. MILL ROBERT A. PRIOR LAWRENCE C. JENSEN ROBERT G. AUWSREY RICHARD N. HARGROVE ANDREW C. HALL, JR RICHARD F. RAYMONO JEREMIAH J. LYNCH MAYER A. DANIEL GERALD A. CASTER MICHAEL R NAVE FRANK PIOM5O RAYMOND M. HAIGMT JOHN G. CLARK JAMES L. COPELAND WILSON. JONES, MORTON & LYNCH ATTORNEYS AND COUNSELLORS AT LAW 630 NORTH SAN MATEO DRIVE P. O. BOX 152 SAN MATEO. CALIFORNIA 94401 [.315J 342-3323 June 214, 1970 Honorable Council City of Palo Alto Civic Center 250 Hamilton Avenue Palo Alto, California 94301 CHARLES 14: Kia ABa.OE 1$94-,91, $$$$$Riot ✓T GOROph (JOSEPH a 30RJGNl 19,1.e929 KIRrt841OL 6 w,LSJN 1929.19+7 K'R.,eRtoE Mi'.3ON. HARZFELC $*4LLACE 1947 1961 or COUNS4 ARTHUR J NAR2FELO JAMES M.PALLACE Members of the Council: Re: Legal Services in the Financing of Public Improvements We offer and agree to represent the City as special bond counsel and to render the following services: A. General consulting services to be rendered without regard to any particular project or any particular type of financing: 1. Confer and consult with the City Manager and the City's administrative staff as to any matters relating to the financing of public improvements or servicing or administering any securities issued in connection with such financing. 2. Attend all meetings of the Council, Council committees and City administrative staff at which any financing proceedings are to be discussed, deemed necessary for the proper planning of the pro- ceedings or when requested to attend by the City Manager. 3. Draft and present to the Council and appropriate Council committees all procedural ordinances and amendments to exist- ing ordinances and codes deemed necessary or desirable in the conduct of any financing proceedings. B. Services to be provided in connection with a particular project, regardless of the method of financing: 1. Provide representation of this office at all meetings of the Council, Council committees, City administrative staff, other public bodies, or property owners, during the period of acquisition, construction, completion, and financing deemed necessary for the con- dict of said proceedings or when called upon by you. • • Honorable Council June 24, 1970 City of Palo Alto Page Two 2. Consult with the City Manager and staff and assist in the formulation of a coordinated financial, engineering and legal program for each project. 3. Prepare all ordinances, resolutions, indentures, notices and legal documents necessary for the proper conduct of proceedings for the purpose of financing the project or parts thereof, including proper legal minutes for meetings at which any of said proceedings are acted upon. 4. Review all engineering documents for legal sufficiency. 5. Supervise the publication, posting and mailing of statu- tory notices of hearing where proceedings are conducted upon jurisdic- tion acquired at a public hearing. 6. Prepare and supervise the distribution of factual information regarding any project to the property owners and voters affected thereby, to the end that all concerned are fully and fairly informed of the facts regarding the project and the financing. 7. Prepare the proper notices for and supervise the giving of notice of sale of bonds, including the preparation of a complete prospectus supporting the sale thereof, and an advertisement in the New York Bond"Buyer. In this connection, we will provide up to 200 copies of the prospectus for each offering of bonds and cause them to be mailed to banks, bond houses and investors throughout the United States without cost to the City except for postage and out -of - office printing of covers and multilith plates for photographs and maps. 8. Prepare and provide a receipt for the sale of bonds; a receipt for the proceeds of bonds, and a signature and no -litigation certificate, if required, to accompany the delivery of bonds. 9. Prepare and provide complete transcripts of the conduct of any financing proceedings necessary to accompany the delivery of bonds. 10. Provide our legal opinion approving in all regards the legality of all proceedings for the authorization, issuance, sale and delivery of any bonds, execution of leases or contracts, levy of taxes, assessments, or service charges imposed or other transactions relating to said financing. Said opinions shall inure to the benefit of the purchasers of the bonds, the contractors, and other persons dealing with the City and its officers. Honorable Council June 24, 1970 City of Palo Alto Page Three 11. Prosecute any actions deemed necessary for determining the validity of any bonds issued, contracts or leases executed, taxes or assessments levied, or service charges imposed, or of the laws pursuant to which such proceedings were conducted. 12. Assist in the negotiation of and draft any joint powers or other agreements which may be required in connection with said proceedings, other than agreements covered by additional and separate contract with us. 13. Prepare all resolutions, notices, bonds and contracts and supervise the giving of notice inviting bids and of the award of contracts, and the execution of all contracts and bonds for the con- struction of any works or improvements, financed in said proceedings, confer and advise with you and represent you during the performance of said work to include its final completion and acceptance by you. 14. Confer and consult with City and County officials with regard to problems which may arise during the period of servicing and payment of the bonds. C. Additional services with regard to a particular type of financing: I. Special assessment financing: 1. Supervise the proper filing of maps showing district boundaries prior to any hearings and the proper recordation of notices of assessment and assessment rolls and diagrams and the proper publication and mailing of notices after such hearings. 2. Prepare for and attend any public hearing in connection with the formation of any assessment district or levy of any assessment, and obtain and assist in the presentation of substan- tial evidence to support any findings made by the Council at the conclusion of any such hearing. 3. Prepare and supervise the execution and filing of the List of Unpaid Assessments upon expiration of the cash payment period. 4. Prepare and provide the necessary legal docu- ments for proper distribution of any surplus remaining at the conclu- sion of the proceedings. 5. Prepare and provide the necessary legal docu- ments for any supplemental assessment or reassessment (total or partial) proceedings which may be required. - Honorable Council June 24, 1970 City of Palo Alto Page Four 6. Prepare the necessary legal documents for and assist in obtaining the required consent of any other public legisla- tive bodies.. 7. Prepare all required legal documents for the legal formation of an underground utility district or districts under the City's Code. II. General obligation bond financing: 1. Provide alternative bond maturity schedules and call features for study and selection by you, which will coordinate with and recognize outstanding obligations to the end that the total financing p::•ogram of the City forms a consistent and balanced burden. III. Revenue bonds: 1. Cooperate and consult with City officials or persons employed therefor in the formulation of a schedule of fees, tolls, rates and charges which will provide sufficient funds to pay the bonds and otherwise satisfy the requirements of the bond inden- ture. IV. Lease purchase or Lease -leaseback financing: 1. Prepare and file the documents necessary to create or activate the public or private entity or authority which will act as a public instrumentality of the City in accomplishing the financing. When the securities are issued by such entity, this agreement shall be deemed to apply to it. 2. Prepare all legal documents required to produce a legal, valid and binding tax-exempt bond issue for the desired pub- lic purposes. 3. Assist in the process of attracting private investors and developers in the legal sale or lease or other disposi- tion of surplus city property not required for municipal purposes, the proceeds of which may form all or part of the security for the bonds. All of the foregoing services will be provided by or under the direct supervision of one of the senior partners of the firm. Honorable Council June 24, 1970 City of Palo Alto Page Five Our compensation for all of the foregoing services shall be as follows: ) For special assessment and assessment bond proceedings: i. For specific lien assessments, two percent (2%) of the total cost of the project, exclusive of incidental expenses and subventions; ii. For ad valorem bonds or Plan G or other benefit assessment issues, two percent (2%) of the total assess- ment bond issue; $750 shall apply. iii. For any proceeding, a minimum fee of b) For general obligation bond proceedings: i. One percent (1%) of the first $500,000 of the principal amount of the bond issue, plus ii. One-half of one percent (.5%) of the next $500,000; plus amount over $1,000,000. iii. Two tenths of one percent (.2%) of any c) For revenue bond, lease -purchase or lease - leaseback proceedings, two percent (2%) of the principal amount of bonds issued. Said fees are subject to negotiation and adjustment for any projects of extraordinary magnitude. The foregoing compensation is payable solely from the proceeds of the financing when available. In the event of any abandonment of any proceeding without the issuance of any bonds or the levy of any assessments therefor, the City would be under no obligation on account of legal services theretofore rendered. There is excepted from the services to be rendered for such fees, any services relating to the acquisition of lands or easements. There is also excluded any services rendered in an eminent domain Honorable Council June 24, 1970 City of Palo Alto Page Six proceeding directed by you to be undertaken by us, or in any other litigation involving the City other than the prosecution of any vali- dating suit deemed by us to be advisable. For any of such matters referred to us we are to be paid on a reasonable fee basis to be approved by you. There is also excluded any clerical service delegated to us to be performed, such as mailing legal notices of hearing or notices to pay assessments or the preparation of any auditor's record in any assessment proceeding when assumed and performed by us. For such ser- vices, if delegated to us, we are to be paid a reasonable clerical fee. The foregoing agreement is not intended to be exclusive; it shall apply only to projects referred to us by the Council or the City Manager and conducted by us. Respectfully submitted, WILSON, JONES, MORTON & LYNCH Theforegoing ing agreement was accepted and,_sexecution by the . Mayor and City Clerk authorized by motion of the Council of the City of Palo Alto, duly adopted at a meeting thereof held on the day of , 1970. CITY OF PALO ALTO BY Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Atorney • EPNEST A. w1LSON KENNETH I. JONES JAMES T. MORTON JO' N C LYNCH PHILIP 0, ASSAF PEGGY L. M.ELLIGCTT JOHN M. HOLTOM ;1021.1066) NORMAN W. KAVANAUOM SHCRROO S. DAVIS THOMAS C. MOPONtY ROBERT J. HILL ROBERT A. PRIOR LAWRENCE C. JENSEN ROBERT G. AUW!REY RIC1-,ARO H. HARGROVE ANDREW C. HALL. JR. RICHARD F. RAYMOND JEREMIAH J. LYNCH MAYER A. DANIEL GERALD A. LISTER MICHACL R, NAVE FRANK PIOMRO RAYMOND M. HAIGHT JOHN G CLARK JAMES L. COPELAND WILSON, JONES, MORTON & LYNCH ATTORNEYS AND COUNSELLORS AT LAW 630 NORTH SAN MATEO DRIVE P. O. BOX 162 SAN MATEO, CALIFORNIA 94401 1413 342-3623 _ June 24, 1970 Mrs. Kay Farish City Clerk Civic Center 250 Hamilton Avenue Palo Alto, California 94301 Dear Mrs. Farish: CHARLES N. AIRKBPIDE IB94. 1911 AIRADRICE L OOROON JOSEPH B. GCROON) 19n-1929 KI RKRRIOE t WILSON 1929.19.7 A,PABRrOE.W,L SON. HARZFELO $ WALLACE 1917.1961 Or COL/Nit,. ARTHUR J HAR2FELO JAMES M. WALLACE Enclosed for the agenda of next Monday, in connection with the Bryant Street Project, please find the following documents: 1. A resolution authorizing execution of agreement for bond counsel services and reference to attorneys thereunder. 2. A resolution of the Council of the City of Palo Alto find- ing and determining that the public interest and necessity of said city require, for public use, certain land located in the City of Palo Alto, County of Santa Clara, State of California, and directing the filing of eminent domain proceedings. and adoption The agenda should also show the introduction/of an Ordinance entitled as follows: An Ordinance of the City of Palo Alto, California, amending the Palo Alto Municipal Code by adding Section 13.12.080 to Title 13 thereof, declaring need for_Parking Authority to function in the City of Palo Alto, prescribing its name, organiza- tion, purposes, powers, operation, management and financing. The form of ordinance itself will be delivered by Thursday noon. KIJ/mf for Enclosures cc -Mr. George E. Morgan -Mr. Louis Fourcroy -James A. Hildebrand, Esq. -Mr. H. M. Witbeck Very truly yours, ONES, MORTON & LYNCH