HomeMy WebLinkAbout1996-04-22 City Council (12)C ty
City of Palo Alto
Manager’s Report
8
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: Public Works
AGENDA DATE: April 22, 1996 CMR:233:96
SUBJECT:Golf Course Improvement Project: Budget Amendment Ordinance,
Amendment #1 to Consultant Agreement, Resolution of Intent and
Bond Counsel Services Agreement
REQUEST
Council is requested to approve a Budget Amendment Ordinance, an Amendment to an existing
Consultant Agreement, a Resolution of Intent and a Bond Counsel Services Agreement to
implement the Golf Course Improvement Project.
RECOMMENDATIONS
Staff recommends that Council:
Adopt a Budget Amendment Ordinance for $458,000 to fund the Golf Course
Improvement Project, CIP 19624.
Amend the Consultant Agreement with Amphion Environmental, Inc., to include an
additional $415,950 for schematic and final design services for Golf Course Improvements
in accordance with the Golf Course Master Plan.
o Authorize the City Manager or her designee to negotiate and execute one or more change
orders to the consultant agreement with Amphion Environmental, Inc., the total amount
of which change orders shall not exceed $42,000.
Approve the attached Resolution stating the City’s intent to issue debt in the future to
finance the Golf Course Improvements.
o Approve and authorize execution of the attached Agreement for Legal Services with the
law firm of Jones, Hall, Hill & White for bond counsel services in connection with the
financing.
CMR:233:96 Page 1 of 4
POLICY IMPLICATIONS
Approval of this action does not represent any change to existing policies, but would be
consistent with the Golf Course Master Plan adopted by Council in May 1995 (CMR:248:95).
EXECUTIVE SUMMARY
1.Amendment to Consultant Agreement
In October 1993, Council approved a Consultant Agreement with Amphion
Environmental, Inc. to prepare the Golf Course Master Improvement Plan (CMR:531:93).
The original RFP and selection process was structured to provide for both Master Plan and
design activities, and Amphion was selected on that basis. Because the second phase of
work involving the design could not be identified until the completion of the Master Plan,
those services were designated to be included in an amendment to the agreement.
Staff has negotiated Amendment # 1 with Amphion Environmental, Inc., for the design
phase of the work, which includes preparation of the schematic design documents for all
improvements identified in the Master Plan and construction documents for improvements
included in the Implementation Plan and Financing Plan approved by Council in May
1995 (CMR:248:95). In general, the proposed construction documents include upgrading
five fairways and various traps, tees and greens; installing storm drain and irrigation
systems; reconfiguring the existing parking lot; improving the entrance road; repositioning
and refencing the driving range; constructing a new bicycle path, installing trees and
upgrading fairway perimeter fencing. The improvements are listed on Exhibit A in
Amendment # 1 to the Consultant Agreement.
The work does not include improvements relating to the maintenance facility, practice
facility, pro shop and restaurant, cart paths, remaining greens and tees, #6 fairway fencing
and irrigation storage lake. This work will be done at a later time dependent upon future
funding availability. Some of these improvements are included in the Resolution of
Intention in the event that a financially feasible means is found to include them in the
initial financing.
Amendment #1 to the Consultant Agreement in the amount of $415,950 contains the
following services:
Schematic Design - The Consultant will prepare a schematic design for all elements
of the Master Plan, to ensure that the proposed construction improvements will be
compatible with future improvements. Included in the schematic design phase are
plans for interim improvements, which will be needed to keep the Golf Course open
to play while the proposed Master Plan improvements are being constructed. Golf
Course staff will construct the interim improvements.
CMR:233:96 Page 2 of 4
Construction Documents - The Consultant will design the proposed improvements,
estimated to cost approximately $3,900,000, and prepare construction documents for
bidding purposes.
Additional Services - There are several items of work that may require the assistance
of the consultant, in order to complete the project, including environmental
assessments and preparation of documents for permits involving erosion control and
wildlife investigation. However, inclusion of these items in the project cannot be
determined until after the design is underway. Therefore, these items are placed in
additional services and will be added to the project only as needed.
The design phase is expected to be completed by May 1997. Staff will return to Council
in July 1997 for award of a construction contract.and Amendment #2 to the Consultant
Agreement for construction phase services.
Resolution of Intention
Staff recommends adoption of the Resolution of Intention to enable the City to recover
from of future bond proceeds certain of its costs (including preliminary design costs)
which will be incurred by the City prior to the issuance of bonds. The resolution does not
commit the City to issuing bonds, but is merely a procedural step authorized by the
Internal Revenue Service to preserve the City’s rights if and when bonds are actually
issued.
Agreement for Legal Services
Staff recommends approval of the Agreement for Legal Services with the bond counsel
firm of Jones, Hall, Hill & White of San Francisco. Although the primary obligation of
bond counsel is to issue the tax opinion at the sale of bonds, the bond attorneys actualiy
provide legal services at all stages of the staff preparation for the public financing,
including preparation of documents such as the above referenced Resolution of Intent. By
the terms of the agreement, the fees for these legal services are payable solely from the
proceeds of the bonds.
FISCAL IMPACT
The design phase will be funded from a Budget Amendment Ordinance, which advances
$458,000 from the Budget Stabilization Reserve to a newly created Golf Course Improvements
CIP 19624. These funds will be reimbursed from future bond proceeds. This approach is
consistent with the method of financing previously presented to City Council for this phase of
the project. The fee for bond counsel services will be payable solely from bond proceeds.
ENVIRONMENTAL ASSESSMENT
Council approved a Mitigated Negative Declaration for
(CMR:248:95). Major issues that were discussed included
this project in May 1995
biotic resources, hazardous
CMR:233:96 Page 3 of 4
materials, reclaimed water, flooding, lighting and glare, and traffic and circulation. The
Mitigated Negative Declaration determined that any potential impacts can be mitigated to levels
of less than significance and will be incorporated into the design of the project.
ATTACHMENTS
A - Budget Amendment Ordinance
B - Amendment # 1 to Consultant Agreement
C - Resolution of Intent
D - Agreement for Legal Services
PREPARED BY: George Bagdon, Assistant Director of Public Works
DEPARTMENT HEAD REVIEW:
CITY MANAGER APPROVAL:
GLENN S. ROBERT~
JU~ FLEMIN~ ~
C~vianager ~
CMR:233:96 Page 4 of 4
ATTACHMENT A
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL YEAR 1995-96 TO CREATE
AND FUND ANEW CAPITAL IMPROVEMENT PROJECT, "GOLF COURSE
IMPROVEMENTS"
WHEREAS, pursuant to the provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Council on June
19, 1995 did adopt a budget for fiscal year 1995-96; and
WHEREAS, Council approved a Golf Course Master Plan on May 15,
1995; and
WHEREAS, improvements to the golf course are needed to preserve
the course for the future enjoyment of the golfing community, and
include upgrading the aging irrigation system, improving drainage,
and rebuilding and reshaping aging greens, tees, bunkers and traps;
and
WHEREAS, whereas consultant services are now required to
provide design services for master plan improvements; and
WHEREAS, the budget needs to be amended to create and fund
Capital Improvement Project (CIP) number 19624, for "Golf Course
Improvements"; and
WHEREAS, the funding of $458,000 for design will initially come
from the General Fund’s Budget Stabilization Reserve (BSR); and
WHEREAS, it is the City’s intent to issue debt financing in the
future to fund both the design and subsequent construction of the
project; and
WHEREAS, the City’s intent to issue debt is evidenced by a
formal Resolution, accompanying this budget amendment ordinance, and
submitted for the approval of the City Council; and
WHEREAS, if debt is eventually issued, funds from the issuance
of that debt will be used to replenish funds used from the Budget
Stabilization Reserve to fund this project; and
NOW, THEREFORE, the Council of the City of Palo Alto does
ORDAIN as follows:
SECTION i. Capital Improvement Project (CIP) 19624, ~Golf
Course Improvements" is hereby created.
SECTION 2. The sum of Four Hundred Fifty Eight Thousand
Dollars ($458,000) is hereby transferred from the General Fund
Budget Stabilization Reserve, to the appropriation for Capital
Improvement Project Number 19624, Golf Course Improvements.
SECTION 3. The appropriation transfers approved by Section
2 will reduce the Budget Stabilization Reserve from $15,504,185 to
$15,046,185.
SECTION 4. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Council is
required to adopt this ordinance.
SECTION 5 The Council of the City of Palo Alto hereby finds
that the enactment of this ordinance is not a project under the
California Environmental Quality Act and, therefore, no
environmental impact assessment is necessary.
SECTION 6. As provided in Section 2.04.350 of the Palo Alto
Municipal Code, this ordinance shall become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:City Manager
Senior Asst. City Attorney Deputy City Manager,
Administrative Services
Director of Public Works
ATTACHMENT B
AMENDMENT NO. 1 TO CONTRACT NO.
BETWEEN THE CITY OF PALOALTO AND
AND AMPHION ENVIRO~AL, INC. FOR
PROFESSIONAL ENGINEERING CONSULTANT SERVICES
This Amendment No.1 to Contract No.
("Contract") is entered into , by and between the
CITY OF PALO ALTO, a chartered city and a municipal corporation of
the State of California ("CITY"), and AMPHION ENVIRONMENTAL, INC.,
a California corporation, located at 1330 Broadway, Suite 300,
Oakland, CA 94612 ("CONSULTANT").
RECITALS:
WHEREAS, the Contract was entered into between the
parties for the provision of professional consultant services for
preparation of a golf course master improvement plan as hereinafter
described; and
WHEREAS, the parties wish to amend the Contract;
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
follows:
SECTION i.Section 2.1 shall be amended to read as
"2.1 CITY
The City M~.nager shall be representative of CITY or
all purposes under this Agreement. JOHN A. CARLSON,
Public Works Senior Engineer, is designated as the
Project Manager for the City Manager, and he shall
supervise the progress and execution of this Agreement."
follows:
SECTION 3.Section 6.1 is hereby amended to read as
"In consideration of the full performance of the
Basic Servi, es described in Section 4 of this Agreement,
CITY agrees to pay CONSULTANT a fee not to exceed Five
Hundred Sixty-Two Thousand Three Hundred Thirty Dollars
($562,330) .
The amount of CONSULTANT’S compensation shall be
calculated as set forth in Exhibit "B", entitled "Rate
Schedule," attached hereto and made a part hereof by this
reference, on a time and materials basis, up to the
maximum ameant set forth in this.paragraph 6.1."
follows:
SECTION 4.Section 6.1.2 is hereby amended to read as
960410 syn 0070943
"6.1.2. For Additiona! Optional Services.
For CONSULTANT’S additional optional services, as
described in Section 4.2.4 of this Agreement,
compensation shall be as prescribed in Exhibit
but shall not exceed Twelve Thousand Five Hundred
Dollars ($12,500). The rate schedules under
Exhibit "B" shall be updated on January 1 of each
year."
SECTION 5. Exhibit "~’ to the Contract is hereby amended
to add a fee schedule for Golf Course Improvements to read in
accordance with the revised Exhibit"A", which is attached hereto
and incorporated herein by reference.
SECTION 6. Except as herein modified, all other
provisions of the Contract, including any exhibits and subsequent
amendments thereto, shal! remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly
authorized representatives executed this Amendment on the date
first above written.
ATTEST:CITY OF PALO ALTO
City Clerk Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
AMPHION ENVIRONMENTAL, INC.
Its :
Taxpayer I.D. No. 94-2972872
City Manager
Director of Comm~Inity Services
Deputy City Manager,
Administrative Services
Director of Parks and Golf
Risk Manager
Attachment:
EXHIBIT "A": SCOPE OF PROJECT & TIME SCHEDULE
EXHIBIT "B": FEE SCHEDULE BY TASK
2
960410 syn 0070943
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
)
)
)
On ~40AI/ /~i. !~, before me, the undersigned, a
notary public ;[~- and {or said County, personally appeared
4m~as~%3~~no~.~--~ (or proved to me on the basis of
satisfactory evidence) to be the person(~) whose n~e(~) is/~
subscribed to the within instr~ent, and acknowledged to me that
he/~/~ executed the s~e in his/~/-~ authorized
capacity(~), and that by his/~/~ signature~) on the
inst~ent the person~, or the entity upon behalf of which the
person~) acted, executed the instr~ent.
WITNESS my hand and official seal.
3
960410 s~m 0070943
REVISED EXHIBIT A
AMENDMENT #1
SCOPE OF SERVICES
for
FINAL DESIGN AND CONSTRUCTION DOCUMENTS
GOLF COURSE IMPROVEMENTS
AMPHION ENVIRONMENTAL, INC.
TASK 1 - SCHEMATIC DESIGN
Task 1A - Kick off Meeting
The City Staff and design team will begin the project with a kick off meeting to
confirm the overall design assumptions, construction budget, field conditions, schedule,
process, and the proposed interim course layout and sequence.
Task 1B - Schematic Design
Following the kick off meeting, the team will begin schematic design of the en~e
final course as envisioned in the ultimate master plan. This will include a refmement of the
Master Plan drawings incorporating all proposed site improvements to Greens, Tees,
Fairways, Bunkers, Roughs, Practice Facilities, Entry Road, Parking Lot, Parking lot
Lighting, Building Entry Walk, Entry Trellis, Service Yard, and Maintenance Yard. All
irrigation work and drainage work is to be included in the schematic phase. No Architectural
improvements to any buildings (club house, proshop or maintenance facilities) are
anticipated. Special investigations by the geotechnical engineer and arborist will be
completed to develop pavement requirements for the entry road and document trees to be
impacted by the project.
Following a staff meeting, the team will meet with the golf advisory committee (GAC)
and review the preliminary schematic design for the full course, the "interim course" design
and the construction sequence.
Based on the feedback from the golf advisory committee meeting and from the staff,
the team will develop and refine the schematics for the full course as a 35% complete
submittal. Final Schematic Design will include refined schematic level plans and design
details, a refined construction sequence and schedule, and a refined construction cost
estimate. The team will identify the specific features to be included in the Task 3
construction bid package to reflect the currently approved construction budget.
Palo Alto Golf Renovation
Scope of Services Page 1 of 5 Pages
Ap6110,1996
REVISED EXHIBIT A
AMENDMENT #1
SCOPE OF SERVICES
for
FINAL DESIGN AND CONSTRUCTION DOCUMENTS
The team will again review the refined schematics at meetings with the staff and the
Golf Advisory Committee.
Based on feedback, we will incorporate any critical modifications into the fmal
schematics during the preparation of presentation materials. In preparation for review and
approval, we will compile the plans, sketches, estimates, sequencing and schedules for the
full course improvements and the "interim course" into presentation format as slides,
overheads, and a colored illustrative plan, as appropriate. These materials will be submit to
staff for their use during Task 2.
Task 1C - Interim Course Design
The team will prepare the preliminary design for the interim course that will
accommodate continued play during construction. The Interim plan will include the location,
layout and grading for temporary Greens and Tees and consideration of any required
irrigation modifications. The team will also prepare an implementation/construction cost
estimate, based on the most economical and reasonable method of developing the interim
course improvements through a combination of additional in-house staff and outside
contractors. The team will review the "interim course" plan and implementation costs at a
meeting with staff. The Interim Course plan will be processed as indicated in Task lB.
Task 1D - Construction Schedule and Cost Estimate
Concurrent with the above work the team will prepare a detailed and updated
construction sequence and schedule, along with an updated construction cost estimate. The
Cost Estimate shall include a breakout of the work that is to be performed under the
construction budget for this contract, as well as an estimate of future improvement costs.
Products: Progress materials for review meetings, Final Schematics, 35% Documents,
in B&W format and colored presentation format.
5 sets of B&W Copies of Staff review materials
20 copies of GAC meeting materials (8-1/2 X 11 or 11 X 17)
5 sets of B&W Copies of Final Schematics and
1 Master set of B&W Final Schematics
1 set of presentation slides, overheads or colored illustrative large scale plan
Palo Alto GolfP, enovation
Scope of Services Page 2 of 5 Pages
April 10, 1996
REVISED EXHIBIT A
AMENDMENT #1
SCOPE OF SERVICES
for
FINAL DESIGN AND CONSTRUCTION DOCUMENTS
TASK 2 -ADDITIONAL MEETINGS, PRESENTATIONS & SERVICES
Members of the team will be available to attend additional meetings and make
Presentations on an "as needed" basis to Committees, Agencies, Boards Commissions and
the City Council to inform and obtain approvals. We will utilize the presentation materials
prepared during Task 1.
The team is also available to support City Staff in preparing special studies and permit
related items to fulfill the conditions of approval established by the Architectural Review
Board when it approved the Master Plan April 20, 1995 and other related services, i.e.
Erosion Control Plan for State Water Resource Control Board, Pre-construction wildlife
surveys for Planning Department, Archaeological excavation observation for Planning
Department, Field observation during "Interim Course" construction, etc.
Products: To be determined
TASK 3 -CONSTRUCTION DOCUMENTS
Task 3A Interim Course Drawings
The team will prepare drawings for a fmalized "Interim Course". These will include
grading plans, required irrigation changes and descriptive specifications for the Interim
Greens and Tees. These will not be bid packages and will be developed only to the level of
detail necessary to allow for golf course Staffto implement installation of the interim course.
Submit to Staff, Review and Revise, if necessary.
Products: Finalized "interim Course" plans and descriptive specifications
1 reproducible full size set of Drawings and one master set of
Specifications
Descriptive
Task 3B - Construction Documents for Full Course
The team will prepare plans, details and outline specifications, based on the approved
final schematics. A Bid Package will be prepared that reflects the approved budget plus two
additive alternates. Submittals will be made at 50%,90%, 100% and Final completion stages.
Palo Alto Golf Renovation
Scope of Services Page 3 of 5 Pages
April 10, 1996
REVISED EXHIBIT A
AMENDMENT #1
SCOPE OF SERVICES
for
FINAL DESIGN AND CONSTRUCTION DOCUMENTS
The team will prepare and submit 50 % Construction Documents to staff for review. A
Meeting with staff will be held to obtain 50% review comments.
The team will prepare 90% plans, details, technical specifications, and cost estimate
incorporating review comments from the 50% submittal. The team will also provide input
and review of the front end of the specification prepared by City Staff.
The team will prepare and submit 90% Construction Documents to staff for review and
then meet with staff to obtain 90% review comments.
Following the 90% review, the team will finalize 100% plans, details, technical
specifications, and cost estimate for the construction work to be bid, based on the approved
construction budget, including add alternates. The documents will incorporate review
comments from the 90% submittal.
Items of work not to be bid will not be incorporated into a bid package but will be
submitted for future use by staff and will be at a level of detail similar to that prepared for
the "Interim Course" Improvements, which will allow for future installation by a combination
Golf Course Staff and outside contractors.
The 100% bid set will be submitted for review followed by a meeting with staff.
The Team will make any necessary fmal revisions and modifications to plans details,
technical specifications and the cost estimate as requested in the final review of the 100%
submittal. The Final Bid Set of Construction Documents will be submitted to the city for
reproduction and bid processes.
The team will assist the City in answering questions on the plans and specifications and
preparing addendums, if necessary.
Products: 50%, 90%, 100% review submittals and Finalized Construction Documents - Plans,
Details, Specifications and Cost Estimate.
5 sets of prints of documents for review at 50%, 90%, and 100%
1 reproducible full size set of Drawings and one master set of Technical
Specifications
Palo Alto Golf Renovation
Scope of Services Page 4 of 5 Pages
April 10, 1996
REVISED EXHIBIT A
AMENDMENT #1
SCOPE OF SERVICES
for
FINAL DESIGN AND CONSTRUCTION DOCUMENTS
TASK 4 - Construction Services (Services and Fees to be determined after design)
Change Orders
On-Site Reviews
Samples and Submittals
Punch List
Final Review and Acceptance
TASK 5 - Project Close-out (Services and Fees to be determined after design)
Record Drawings
Maintenance Procedures
Bid Packages for Remaining Items
Construction Observation Services
Palo Alto Golf Renovation
Scope of Services Page 5 of 5 Pages
April 10, 1996
REVISED EXHIBIT A
FEE SCHEDULE
AMENDMENT #1
Golf Course Improvements
Amphion Environmental, Inc.
{,GOLF COURSE MASTER PLAN $1581880
12~GOLF COURSE IMPROVEMENTS
SCHEMATIC DESIGN
CONSTRUCTION DOCUMENTS
Interim Improvements -
Golf Course
BIDDING SERVICES (time and materials)
CONSTRUCTION SERVICES
Field Observation, Interim Imp. Construction
{3~ Field Observation, Golf Course Construction
MEETINGS (time and materials)
REIMBURSABLES (time and materials)
Project Closeout
$24,900
$228,500
$6,500
TBD
$4031450
$1 O4,OOO
$253,400
$6,500
$18,050
$21,500
TBD
CONTRACT SUBTOTAL $562,330
~2~ADDITIONAL SERVICES
Erosion Control Plan
Wildlife Investigations
$121500
$5,500
$7,OOO
TOTAL CONTRACT AMOUNT
(1)Original Contract
(2)Amendment # 1
(3)To be determined when final design is completed
$574,830
04/10/96 Page 1 of 2 Pages EXH-A-1 .WK4
REVISED EXHIBIT A
FEE SCHEDULE
AMENDMENT #1
Golf Course Improvements
Amphion Environmental, Inc.
Golf Course Improvements included in Amendment #1
1. Install irrigation system for the entire golf course
2. Storm
a.
b.
C.
Drain System
Construct storm drain reservoir
Install storm drainage system for the entire golf course
Install drainage pipes for fairway sand traps
3. Golf Course Surface Improvements
a. Reconstruct fairway #s 4, 7, 13, 15 & 16 -
b. Reconstruct greens on fairway #s 4, 5, 7, 8, 11, 13, 15 &16
c. Reconstruct traps on fairway #s 4, 5, 6, 7, 10, 13, 15 &16
d. Reconstruct tees on fairways #s 3, 4, 7, 10,13, 15, 16 & 18
eo Reconstruct roughs
4. Driving Range
a. Replace existing fencing
b. Realign driving range
5. Parking Lot
a. Reconfigure Parking lot
b. Add landscaping
c. Add exit to Embarcadero Road
d. Parking Lot lighting
6. Repair and resurface entrance road
7. Construct bike path along Embarcadero Road
8. ADD ALTERNATES TO BID
a. Install trees per master plan
b. Fairway perimeter fencing upgrade
04/10/96 Page 2 of 2 Pages EXH-A-1 .WK4
ATTACHMENT C
RESOLUTION NO.
RESOLUTION OF THE COUNCIL OF THECITY OF PALO ALTO
DECLARING INTENTION TO REIMBURSEEXPENDITURES FROM
THE PROCEEDS OF OBLIGATIONS TO BE ISSUED BY THE
CITY OR THE CITY OF PALO ALTO GOLF COURSE
CORPORATION AND DIRECTING CERTAIN ACTIONS
The Council of the City of Palo Alto does RESOLVE as
follows:
WHEREAS, the City proposes to undertake the project
referenced below, to issue obligations for such project (or to
cause the City of Palo Alto Golf Course Corporation to issue its
obligations) and to use a portion of the proceeds of such
obligations to reimburse expenditures made for the project prior to
the issuance of the obligations; and
WHEREAS, United States Income Tax Regulations section
1.150-2 provides generally that proceeds of tax-exempt obligations
are not deemed to be expended when such proceeds are used for
reimbursement of expenditures made prior to the date of issuance of
such obligations unless certain procedures are followed, one of
which is a requirement that (with certain exceptions), prior to the
payment of any such expenditure, the issuer declares an intention
to reimburse such expenditure; and
WHEREAS, it is in the public interest and for the public
benefit that the City declares its official intent to reimburse the
expenditures referenced herein.
NOW, THEREFORE, it is hereby DECLARED and ORDERED, as
follows:
i.The City intends to issue (or to cause the City of
Palo Alto Golf Course Corporation to issue) obligations (the
"Obligations") for the purpose of paying the costs of major
improvements to the City’s Golf Course, located on Embarcadero Road
in the City. The improvements consist of the following project
elements: drainage, roughs, irrigation, fairways, traps, greens,
driving range, tees, parking lot, practice facilities, paths,
fencing, irrigation lake, maintenance yard, pro shop, and design
costs (the "Project").
2.The City hereby declares that it reasonably expects
(i) to pay certain costs of the Project prior to the date of
issuance of the Obligations, and (ii) to use a portion of the
proceeds of the Obligations for reimbursement of expenditures for
960416 lac 0031309
1
the Project that are paid before the date of issuance of the Obligations.
3.The maximum principal amount of the Obligations is
$9,000,000.
INTRODUCED AND PASSED :
AYES :
NOES :
ABSENT :
ABSTENTIONS :
ATTEST :APPROVED:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
Mayor
City Manager
Deputy City Manager,
Administrative Services
Director of Community
Services
960416 lac 0031309
ATTACHMENT D
,_JONES HALL HILL ~X "~rHITE,
A PROFESSIONAL LA~,V C;ORPORATION
ATTORNEYS AT LA~,V
AGREEMENT FOR LEGAL SERVICES
GOLF COURSE IMPROVEMENTS
THIS AGREEMENT, made and entered into this ~ day of ., 1996, by
and between the CITY OF PALO ALTO (herein called the "City"), and Jones Hall Hill &
White, A Professional Law Corporation, Four Embarcadero Center, 19th Floor, San
Francisco, California 94111 (herein called "Attorneys");
WITNESSETH:
WHEREAS, the City of Palo Alto (the "City") intends to finance the acquisition and
construction of improvements to the City’s existing golf course (the "Project") through the
execution and delivery of lease revenue bonds to be issued by the City of Palo Alto Golf
Course Corporation or certificates of participation representing the right to receive lease
payments payable by the City under a lease agreement for the Project (in either case, the
"Bonds"); and
WHEREAS, the City has determined that Attorneys are specially trained and
experienced to provide services as bond counsel and Attorneys are willing to provide such
services to the City; and
NOW, THEREFORE, the City employs Attorneys and Attorneys accept such
employment upon the following terms and conditions:
ARTICLE I
DUTIES OF ATTORNEYS
Section 1.01. Bond Counsel. Attorneys shall perform and render the following
services as Bond Counsel:
(a) Confer and consult with the Finance Manager, City Attorney, City Manager,
Deputy City Manager, other members of the administrative staff of the City and with its
Financial Advisor, as to any matters relating to the financing of the Project or servicing or
administering any securities issued in connection with such financing.
(b) Attend such meetings of the City Council and any staff or administrative
meetings at which any financing proceedings are to be discussed, as Attorneys, in their
judgment deem necessary, for the proper planning of the proceedings, or as requested by the
City.
(c) Prepare all ordinances, resolutions, leases, amendments to existing leases,
trust agreements, indentures, supplemental indentures, agreements, notices and legal
documents necessary for the proper conduct of proceedings for the purpose of issuing the
Bonds.
(d) Prepare and provide all closing documents required to accompany the
delivery of the Bonds.
(e) Assemble and provide a complete transcript of the conduct of the financial
proceedings necessary to accompany the delivery of the Bonds, in sufficient quantity to
provide each significant participant with a copy.
(f) Subject to completion of proceedings to its satisfaction, provide the legal
opinion of Jones Hall Hill & White, A Professional Law Corporation, approving in all
regards the legality of all proceedings for the authorization, issuance, sale and delivery of
the Bonds, and the exemption of interest from gross income for Federal and State personal
income taxation purposes in accordance with applicable laws and regulations.
(g) Confer and consult with City officials with regard to questions which may
arise during the period of servicing and payment of the Bonds.
(h) Apply for and obtain any rulings from the Internal Revenue Service
regarding the tax-exempt status of the interest on the securities, if necessary.
(i)Provide any other services commonly expected of bond counsel and not set
forth above.
ARTICLE II
COMPENSATION
Section 2.01. Compensation for the foregoing bond counsel services set forth in
Section 1.01, calculated against the principal amount of the Bonds, shall be as follows:
1% of first $1,000,000, plus
/2% of the next $5,000,000, plus
/4% of the next $10,000,000, plus
/8% over $15,000,000.
In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on
behalf of the City, including delivery and messenger services, closing costs, duplication
costs, transcript binding costs and expenses for travel outside the State of California, if any,
but specifically excluding travel expenses within the State of California. All fees shall be
payable solely from the proceeds of sale of the Bonds when issued.
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Section 2.02. Any services rendered in any litigation (other than validation
proceedings deemed necessary by Attorneys) involving the City or the financing
proceedings relating to the Bonds are excepted from the services to be rendered for the
above compensation. Preparation of necessary documentation regarding compliance with
Section 148 of the Internal Revenue Code of 1986, relating to arbitrage limitations and rebate
provisions, other than usual follow-up advice with respect to the financing, are also
excepted from the services to be rendered for the above compensation. For such services
which Attorneys are directed to render for and on behalf of the City, compensation shall be
on the basis of reasonable fees to be agreed upon by the appropriate entity and Attorneys.
ARTICLE III
TERMINATION, ABANDONMENT, ASSIGNMENT
AND AMENDMENT
Section 3.01. This Agreement may be terminated by either party on reasonable notice
to the other. In the event of such termination or abandonment of the financing
proceedings prior to its consummation, the City shall be under no obligation to Attorneys.
Section 3.02. This Agreement may be altered or amended in writing by mutual
agreement of the parties at any time.
ARTICLE IV
AUDITS, INSURANCE
Section 4.01. Audits. During the term of this agreement, Attorneys shall maintain at
its offices and shall make available to the City at its offices within five (5) business days after
receipt of a request by the City Attorney, the City Auditor, or the City Manager, complete
and accurate accounts, records and documents, including receipts for reimbursable
expenditures, made or kept by Attorneys pursuant to this Agreement. The City Attorney,
the City Auditor or the City Manager, or their designated representatives, shall have the
right to inspect, examine and audit during regular business hours and upon reasonable
notice to Attorneys, all accounts, records and documents which pertain to the legal services
to be rendered by Attorneys hereunder. All accounts, records, and documents relating to
fees, costs and expenses payable in connection with the provision of legal services by
Attorneys shall be retained by Attorneys for a minimum of three (3) years following the
termination of this Agreement.
Section 4.02. Insurance. Attorneys shall, at its own expense, procure and maintain
professional errors and omissions coverage in a sum of at least One Million Dollars
($1,000,000). If a claims-made policy is obtained, a "tail" of at least three years shall be
purchased if non-renewed within three (3) years of completion of performance under this
Agreement. Applicable aggregates must be identified and claims history provided to
determine amounts remaining under the aggregate.
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The policy shall be endorsed to state that coverage shall not be canceled except after
thirty (30) days’ prior written notice to City. Prior to commencement of performance,
Attorneys shall furnish City with a certificate of insurance signed by a person authorized by
the insurer to bind coverage on its behalf. The certificate shall be in a form approved by the
city.
IN WITNESS WHEREOF, the City has caused this Agreement to be executed, in its
corporate name, by its Mayor, and Attorneys have caused it to be executed in its firm name
by one of its duly authorized officers, all as of the day and year first above written.
CITY OF PALO ALTO
ATTEST:
By:
Mayor
APPROVED:
City Clerk
By:
City Manager
By:
Deputy City Manager, Administrative
Services
APPROVED AS TO FORM:
Senior Assistant City Attorney
JONES HALL HILL & WHITE,
A Professional Law Corporation
By: ~//q~.~~~~c’~<Y’~’~
William H. Madison, Vice President
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