HomeMy WebLinkAboutResolutions 89-056 N.C.S. 02/27/1989.y~
~' Resolution No. 89-56 N C.s.
:- ~ of the City of Petaluma, California
APPOINTING ENGINEER AND ATTORNEYS
AND AUTHORIZING EXECUTION OF AGREEMENTS
WITH THE APPOINTED ENGINEER, FINANCIAL CONSULTANT AND ATTORNEYS
PETALUMA AUTO PLAZA ASSESSMENT DISTRICT NO. 19
WHEREAS, the City Council of the City of Petaluma, California (the
"City") (the "City Council") has determined to undertake proceedings
pursuant to appropriate assessment and assessment bond acts for the
acquisition and construction of public improvements; and
WHEREAS, the public interest and convenience will be served by
appointing and employing an engineer, financial consultant and
attorneys for the preparation and conduct of said proceedings.
NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF
PETALUMA, CALIFORNIA, AS FOLLOWS:
Section 1. That McKay & Somps is appointed as Engineer of Work
and employed to do and perform all engineering work necessary in and
for said proceedings, including the preparation of the requisite
plans, specifications, maps and descriptions of easements, estimate
of costs, diagram and assessment, and that compensation therefor is
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His. v~...89.-5.6............ n.cs.
hereby fixed at a reasonable engineering fee for all of said
a
engineering services, said fee to be approved by this City Council.
Section 2. The City Engineer of this City is hereby directed to
examine and approve the engineering documents, and to provide
inspection of the construction of said improvements and to accept
said work when it is satisfactorily completed. The cost of said
inspection shall be assessed as an incidental expense of said
proceedings.
Section 3. That the law firm of Hawkins, Delafield & Wood is
appointed and employed to do and perform all legal services required
in the conduct of said special assessment proceedings, including the
preparation of all papers not required to be prepared by the
Engineer, examining and approving the engineering documents as to
legal sufficiency and advising the Engineer in the preparation of
his work, advising all officials of this City on all matters
relating thereto when called upon, and that said law firm's
compensation for such services is hereby fixed as provided in that
certain agreement between said law firm and this City attached
hereto as Exhibit "A".
Section 4. That California Public Services Finance Corporation is
approved as the Financial Consultant to the City in accordance with
their standard employment agreement, which agreement is attached
hereto as Exhibit "B".
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Reso. 89-56 NCS
r
Section 5. That the fees of said engineer, financial consultant
and attorneys be assessed as an incidental expense of the
proceedings and be payable solely from the proceeds of assessments
and sale of bonds and not otherwise.
Section 6. That the City recognizes that the Underwriter accepts
full responsibility for due diligence investigation and disclosure
in regard to the purchase of the bonds and the public offering and
sale thereof.
Section 7. That the Mayor and City Clerk are hereby authorized
and directed to enter into agreements with said attorneys and
engineers, and to execute and deliver said agreements.
Section 8. This Resolution shall take effect upon adoption.
PETO0003-2/0261P/es
02/07/89
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (Adjourned) 1) meeting
on the ....~7!th•-•--...-.. day of .................d':~k2z:t3,a]r~i......................, 19.&2., by the ,..
following vote: .........
f ; i y Attorney
AYES: Cavanagh, Tencer, Sobel, Woolsey, Balshaw, ®ice Mayor Davis
NOES: 0
ABSENT: 0 ABSTAIN: Mayor Hilligoss
a
ATTEST: .._-. - Page 3 of 3 -
ty Clerk
Council F' .._ ....
-56'
CA (0-85 Rcs. No . .............................. N.C.S.
' EXHIBIT A
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620 (Jairwt~ai ~~ c/u,~~vi -4U0
L~ooc~l ~ O~~a, ~a~.~~~ 9J~6'7
~~p~<p~ 70.4 - 079
~°--eG°C4~`~ ~c~jc4~ :70.~ - ,4 729
CITY PLACE.
67 WALL .STREET 185 ASYLUM STREET ONE GATEWAY CENTER
NEW YORK, NY 10005 ~ HARTFORD, CT 06103. NEWARK, NJ 07102-5311
1212) 820-9300 203f 275-6260 2011 642-8584
AGREEP~NT FOR LEGAL SERVICES'.
BY AND: BETWEEN THE CITY OF P-ETALUMA AND
HAWKINS, DELAFIELD & WOOD,
FOR'ASSES'SMENT DISTRICT COUNSEL .SERVICES
PETALUMA AUTO PLAZA ASSESSMENT DTSTRICT
Tfiis Agreement is between the City of Petaluma.,. California
(the "City"},, and .Hawkins, Delafield & Wood, Woodland .Hills,
California (the "At'torneys"), and is fore special assessment district
counsel services under Whi`°ch Attorneys agree to :.
1. Consult with City administrative officers and assist
in the formulation of a coordinated financial:., engineering and
legal program for the pro3ect.
2. Confer with Ci y engineer"s as to 'the sufficiency of
the Engineer's Report to be prepared in said special assessment
and assessment bond proceedings. to meet 'the requirements of law
and review said report for compliance wi h law, and provide such
legal forms as may be required for legal adequacy.
3. Prepare all resolutions, orders, ordinances, ,notices,
affidavits, petitions, reports and documents of a legal nature
that are necessary for the conduc of an effective legal
:assessment and' assessment bond proceeding.
,, 4~>. P=epare the necessary legal. documents for and assist
in; 'ob`taining the required consent or approval of any other
pubhic~ legi~~sla~~t'ive bodixes~.
Page 2
5., Prepare the for~ri o'f s,tatutory notices of hearing and
prepare instructions as to the- pub`licati'on, posting and mailing
of such notices to assure that ,jurisdiction is aequi-red at any
public hearing..
6. Prepare instructions- relating to the proper .filing a-f
the .map showing district boundaries., the property recordation of
the assessment roll :and. d agram and the notice of assessment,
the' proper filing of the diagram, in the County Recorder's
off-i°ce, and the proper publication and mailing. of "..notices to pay
assessments.
7. Prepare or supervise prepar-ation, and distribution of
factual informa~ti`on r-,egardng the :pro~`ect to the property .owners
affec ed thereby, to the end that all concerned are fully and
fairly informed of the facts regarding the pro3ect, when. deemed
necessary or desirable.
8. Prepare for and attend all meetings of the; City or
other public bodies relating to the pr-oceedings and other public
or staff meetings deemed. necessary for the proper conduct. of the
proceedings,, or when called upon by your including .any public
hearing in connect-ion, with the formation of the assessment
d'i'strict, and' ob.tai'n and assist in the. presentation of
substantial evidence to support any findings made by the .Ciay
Council at the conclusion,o.f any such hear.ing,.
9. Prepare all resolutions, notices.,, bonds and contracts
and prepare instructions relating to the giving of notice
inviting bids and of the award of contracts and the execution, of
all contracts and bonds for the construction of any wor-ks or
improvement's financed in said proceedings,.. and .confer and advise
with you. and represent. `you. during the performance of said work
to its final completion and acceptance by you.
10. Prepare the Lis of Unpaid Assessments. upon expiration
of the cash payment period and pro~i~de instructions as to the
execution and filing thereof.
11. Without undertaking an independent investigation,
review any official statement or private placement memorandum,
prepared in connection with the.financ'ng proceedings.
`12. Prepar-e and provide a receipt for the stale of bonds; a
recei"pt for the proceeds of bonds; a signature cert"ificate; and
an arbitrage certificate and the form of bond counsel opinion,
;f required.,. to accompany the delivery of the bonds.
13,. Prepare -and provide eomp'le a transcripts of the
conduct of the financing proceedings if nece"ssary to accompany
the delivery of tYie- bonds.
Page 3
14..: Upon due and proper completion of the assessment
proceedings:, provide. '.the form of legal op non approving in all
regar-.ds the legali;fy of the proceedings for the authorizat-ion.,
issuance,, sale and delivery of bonds,, execution of contracts,
legy. of, assessments, or o her transactions relating to said
financings conducted pursuant to our advice, and the form of
opinion that the nteresa on said. bonds is exempt .from t`axat"ion
by the United" States of America. and from ..personal. income taxes
--
mposed by the State of Gal"ifornia under existing statutes,
regulations, rulings" and.:3udiciaT decis ons and that said bonds
:are exempt from. all other State of California taxes except
inner,"tance, gift and franchise taxes.
15. Confer and consult with C ty officals with regard to
problems which may arise during the period, of servicing and
payment of the bonds.
16. City agrees t"hat:
(a) Attorneys' .compensation for such services shall be:
2% of the first $2,000,000 o,;f assessment, plus
1-1/"2% of the next $.2,500,0:0.0 of assessment, plus
1/2% o,f the next $2,500,000 of a'ss'essment, plus
1/'4% of any amount over $7,000:,;00.0:;
prodded :only, that the ;minimum fee. for any single
proceeding shat-1 be $15,000.
(b) Attorneys' compensation is payable and shall. be paid
solely from the proceeds of the assessments to be levied
and bonds. to b;e ,issued pursuant to said. proceedings. In
the event more than a s ngle assessment d"is"trict is formed
for completion of the project;, the foregoing, fee schedule
shall b;e appl"ied to each distri"ct so formed.
(.c) There ar..e expected "from the services to be rendered by
Attorneys for such fees, any services as right-of-way agent
relating to the acquisition of lands, easements, or
properties. There s• a'lsq 'exclud'ed any service to be
rendered in eminent domain proceedings; directed by~ you to
be undertaken by us;, or in ,any other litigation -involving
the C•i°ty including the ,prosecuton of any validating suit
deemed by us to be proiler- or advisable.. Additionally, if
we are requested to render substantial assistance relating
to the application for federal or sta a grants or loans in
connection with the pro3ect, or for the; 'sale of any bonds
to the State of'Galifornia or the. Federal Government", or to
any agency, division, department or mandatory thereof, we
sha1L receive the reasonable value. o.f~ such services.
{d) For .any excluded. services which attorneys are directed
to render, compensation shall be made on a reasonable fee
basis to be agreed upon.
Page 4
(e) ;There are also °excluded -any clerical, services and
postage` expended, in mailing off'cia~l notices of sale and
official statements., notices of hearing or not`i~ces to pay
or in the preparation of any bond register or auditor's
record in any assessment proceedings; when assumed and
performed by us, fo"r which services we are to be paid a
reasonable clerical f.ee. In addi't'ion the Attorneys shall
be reimbursed for "all out-of-pocket expenses., for items such
as messenger and delivery services, and. long-dis ance
telephone calls., incurred in connection-with the services
rendered by At orneys hereunder.
17. The :City shall cooperate with ;Attorneys and shall
furnish Attorneys-with certified" copies of all proceedings taken
by the City, or others deemed necessary by Attorneys to render
an opinion upon the validity o£ such 'proceed,ings,. Attorneys
shall `not be responsible for any cos€s and expenses incurred
incidental to the actual issuance and delivery of the bonds,
including 'the cost and expense of preparing certified copies of
proceedings required by Attorneys in connec ion with the
issuance of the bonds, the cost of preparing the bonds for
execution and d'el-ivery, all printing costs and publication
costs, ,and any other expenses incurred, in. connection with- the
issuance of bonds,. including. fees and expenses.o.f any financial
consultants employed by the City.
It is understood that neither Attorneys 'nor any individual
repre entng Attorneys possesses any authority with respect to any
decis-ions of the Ci"ty Council or. any C y officials beyond the
rendition of information, advice, recommendation, or counsel.
This agreement may b;e terminated by the 'City at any time by
giving written not-ice to Attorneys w"th or without cause,. and may be
amended or modified by mutual consent at any time.
D9TEDt ~~`3~ ~y_ xAwxINS, DELAEIELD & WOOD
C
sy:
Page 5
'The foregoing agreement was accepted by motion of the C ty
Council 'of the City of Petaluma,. duly adopted at a .meeting thereof
held on the 2-7th day of February 1989
CITY OF' PETALUMA r,
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By: ~
~yor
ATTEST:
By:
ty Clerk
Approved as to -orm;
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PET00003-11 - ~ '
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• ~ EXW,I B.I,T B
~: CAL11 ORNIA PUBLIC FINANCE SERVICES G.ORPOftTAT1ON
Providing Independent Services jor Public Finance
20 l Purrington Road
~~' Petaluma, California 94952
(707) 762.1046
August 15, 1988
Mr. John L. Scharer
.City Manager
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Dear Mr. Scharer:
California Public Finance Services Corporation ("CalFinance") appreciates
the .opportunity to submit this proposal to act as financing advisor and/or
security placement agent °to the Petaluma_Development Comrsson (the
"Commission") for a proposed Tax Allocation security issue and to the City
of Petaluma (.the "City") for securities proposed to be issued under the
Improvement Act of 1915 (especial assessment dstr~.iCt proceedings) to provide
funds to finance an automobile row developmena (the ".Project") in the City
of Petaluma: Our services would include. a review of the Project and
reeomrrienda.torn of a "plan for the financing. We' would assist the Commission
and City in designing ttie.specifics of the financin.g;, compiling all,
necessary financial documents, selling the securities either through
negotiation or public bid., .and, if by public bid, providing for the printing.
and mailing of such-documents to prgspective underwriters, verifying all
bids received and recommending the best bid for. acceptance.
CalFinance proposes to work wi=th` the Commission and City, staff', bond
council anal others as necessary to accomplish the following:
1. Evaluate,. if appropriate, the financial aspects of any known
development plans: and provide the Commission and City a written
report which would include but not necessarily be limited to ;
a. Identify what financing methods (other than tax allocation
securities and assessment bonds)~rnay be available for
various portions of the proposed Project;
b. Provide the Commission and City with an evaluation of each
method including a discussion of the advantages and
disadvantages of each;
' Mr. John L. Scharer
City Manager
- ~..~ City of Petaluma
August '15, 1'988
Page 2
c. Complete a financial analysis for the proposed Project;
d. Advise the Commission and City as to any risk factor, or
factors involved and recommend specific action to minimize
or eliminate: any financial risk to the Commission and/or
the City;
e. Recommend as to whether or not a security rating should be
obtained from one or more of the nationally recognized
rating services;
2. Upon completion of the initial report CalFinance will assist the
Commission and City in determining the par value of securities to be
sold;
3. Estimate the amount of investment- income .to be received during
construct-ion of the Project so as to permit sale of the lowest. par
value of securi ies possible to assure complete financing of the
PTOject;
4. Recommend the amount and structure of any reserve fuhd or funds to
assure the Commission and City monies will be available for payment
of debt service when due;
5. Recommend a specific security maturity structure taking into
consideration such factors as exis ing tax increment revenue and the
expected rate of new development within the Project Area and the
general ability of the Commission to meet .debt payments while
designing the security issue in such a manner as to provide the
lowest net interesf rate obtainable;
6. Recommend call features and time(s) of such calls;
7. Recommend defeasance requirements;
8. .Recommend timing for the -sale of securities;
9. Coordinate sale of the securities and delivery of the proceeds with
receipt and award of construction contracts if necessary;
10. hf appropriate., provide a comprehensive mailing list for sale of
securities through public bid;
~''''~- '
- Mr. Johh L. Scharer
City Manager
~.-~. City of `Peta_luma
' August 15, 1988
Page 3
11. Assist, in compiling and providing data as may be necessary in
conjunction with completing the financing,; and,
12. In the event a rating is to be obtained CalFinance will assist the
Commission in-compilicng and presenting data to the rating agency(s);
CaTFinance~will be r.espo.nsble for compiling data and writing an official
statement or statements, describing in full de:fa`iI the City, the Commission,
the Project, the securities and the secur'ty~for payment of debt service and
provide such other information as may be necessary to obtain the' lowest
interest rate possible orn~the issue.
At the time the underwriting is completed CalFnance wil'l'provide the
Commiss~oh and City ,with accurate calculations of .the net interest cost and
detailed debt service schedules over the life of the securities.
Following sale of the securities CalFinance will assist the Commission and
City, if requested, in the selection of investments and provide a final
calculation of investment income to be avalabl`e~fdT Project .purposes.. In
addition we will, if 'requested;,'assist in selection of investments to be
acquired and'held in any reserve funds.
CalFinance :will be pa`i.d~n accordance with the. attached tables upon receipt
of security proceeds by the Commission and the. City.
The Commission or the City will be responsible for all costs of printing and
mailing legal and financial, documents, including securities, the cost of
obtaining a direct and overlapping debt .statement from an independent agency
'and any cost's incurred to o6ta'in ecohomc and demographic'data.
In the event the Commss~on'approves out of state.. travel for CalFinance
(.which may be necessary if it is deemed appropriate to apply for a security
rating:) the Commssion`wll reimburse Ca1F.nance for, actual travel costs.
CalFinanee will pay its own overhead and any other costs not detailed above.
This -agreement wilh be effective for a period of one year or until all
securities .required to finance -the Project are sold and all other services
described herein are provided; unless the time period is extended by mutua'1
agreement.; Either party may .cancel this agreement by providing thirty days
notice to 'the~o:ther party provided CalFinance must, in the. event secur,.ites
are sold, provide all post. sale. services (.for any securities sold prior to
cancellation) described herein prior to requesting such cancellation.
~` Mr. John L. Scharer
City Manager
~~--~ City of Petaluma
August 15, 1988
Page 4
In the event the scope of services to the Commission and City and fees to be
paid 6y the Commission and City provided for herein are acceptable to the
Commission and City such approval may be indicated hereon on by any other
method acceptable to the Commission and the City.
Very truly yours.,
California 'Pub c: Finance
Services Corporation,
~~' ~ G~ ~
I
Dona'ld' M. ~ Van Dyke,
President
Accepted:
Petaluma to m t Commission
By:
Date : EX T ~ ~6 ~ ~ Q~-r '9'"D~(,
City of Petaluma
By ~ ~:. ~ /Ltd
:finance Director
Date:
ATTEST:
t.Pernard City C1
Table I
' Fees for unrated tax alloca ion notes
Paris Value.
At least but not over Fee
$ 100,000 $ 999,999 $ 20,000 (minimum)
1.,000,000 1,999,999 20.,000 plus- $1,500 for each
$10Q,b00 over $1,000,000
2,000,000 2,999,999 35,000 plus $1,100 for each
$100,000 over $2,000,000
3,000,000 3,999,999 45,000 plus $ 500 for each
$1'00,000 over $3,000,000
4,000,000 .4,9.99,9.99 4:7,SOO, plus $ 250 for each
$100,000 over $4,000,000
S,000,b00 5,,249;,9,99 - 51.,450
5,250,000 .5,499,999 53',350
5,.500::,000 5,749,999 55,250
5,7:50,,000 5,999,999 57,.:000
6,000,000 6,499,999 58,500
6,5.00,000 7,000,:000 61,000
;,
Table iI
Fees for ,bonds issued under the Improvement Act of 1915
Par Value
,At least but not over Fee
$ 100,000 $ 999,999 $ 20,000 (minimum)
1,000,000 1,999,999 20,Op0 plus $2,;000 for. each
$100,000 over $1,000,000
2,000,000 2,:999.,999 40,000 plus $1,250 for each
$100.,000 over $2,000,000
3,000.,000 3,.999,999 52.,.500 plus $ 750 for each
$100.,000 over $3,000,000