HomeMy WebLinkAboutResolution 9457 N.C.S. 05/24/1982~
~ - ~C~SOIUt10T~ NO. 9457 N. ~. S.
of the City of Petaluma, California
A RESOL~UTION AUTHORIZING TNE h1AYOR OR CITY MANAGER
TO EXECUTE AN AGREEMENT WITH ORvRIGK,, HERRINGTON &
SUTCLIFfE, A PR,OFESSIONAL CORPORATION,. TO SERVE AS
BOND COUNSEL IN.~CONNECTION WI~TH THE:PROPOSED ISSU-
ANCE OF HOME MORTGAGE REVENUE BONDS
BE IT RESOLVED that the Mayor or City Manager is hereby authorized
to execute an agreement with Orrick, Herrington~& Sutcliffe, a Profess-
ion~l Corporati.on, in connection with the City of Petaluma's proposed
issuance of home mortgage revenue bond pursuant'to Part 5 of Division 31
,of the Health and Safety~Code of the State of California; and,
BE IT FURTHER RESOL•VED that said agreement is attached hereto as
Exfiibit A and made a.part hereof.
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Under the power "and`.authority conferred upon :tliis :Council by the Cliarter of said
I hereby certify the :foregoing Resolution was 'introduced and adopted by the
Council o'f tl~e City of Petaluma at a(},~;p~~(j~~ (!Adjourned) X~e~i~l) aieeting
on the ...-------2-4~k'L_.... day of .................N1d~/.-...•--...............••••••.••,.1'9$~._, by the
following vote:
/
Attorney
AYES: PERRY, HARBERSDN, BOND,-BATTAGLIA, VICE MAYOR CAVANAGH, 1'OR MATTEI ,/~
• NOES: NONE
. ABSENT: NONE N: BALSHAW -
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Y . "
a: ' .
A`I"I'EST: _-- - - -- .. . . . _.._ _ :. . - ---------------- ----------- _.. .~_ ._.._,.. _ _.._.
---- --•-------------- - --- - -~- - - -••--- ....
City Clerk : 404-08 Mayor
CouNCi~ Fi~e
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FORM ~CA 2 '1'/80 Res: No.
SAN JOSE OFFICE
ONE.ALMADEN BOULEVARD
SAN JOSE, CALIFORNIA~951f3
TELEPHONE.(408)296-8800
LAW OFFICES
OR'RJCK, HERRI.N6TON bc SUTCLIFFE
A ~PROFESSIONAL CORPORATION
600 MONTGOMERY STREET
SAN FRANCISCO, CAIIFORNIA 94111
TELEPHONE (415) 392-1122
CABLE "ORRICK"
TELE~X 34-0973
May 19, 1982
Mr. John Scharer
City Manager. - ~
City of Petaluma
P. 0. Box 61
Petaluma, California 94953
Re: City of Petalum'a
Home Mortga~e Revenue Bonds
Dear Mr. Scharer:
SACRAMENTO OFFICE.
. 520 CAPITOL MALL
SAC.RAMENTO, CALI"fORN1A 95814
TELEPHONE(916)447~-7752 ~
We are.`ve'ry pleased to have been selected as bond
counsel to the Cit"y of Retaluma (the "City"') i:n connection
with its proposed i.ssuance of home mortgage revenue bonds
pursuant to Part 5 o°f Division 31 o.f the He'alth and Safety
Code of the State of California (the "Act"), sometimes called
A.B. 1355. This letter will summarize the terms of our
engagement as such bond counsel. ~
following:
Our ser.v.ices as bond counsel will include the
1. Consultation with repres,entatives of the City;
the underwr.iters, their respective counsel, consultants and
others concer.ning the financing, its timing, terms and
structure. Such consultation will include.considerations of
California law, fed'eral tax law and municipal bond law as
they,affect the proposed financing.
2. Preparation of leqal proceed'ings for the
authori.zation, sale and issuance of the bonds, including
preparation of the resolutions, o-rdin_ances, indentures and
other doauments necessary for the issuance of the bonds;
preparation of rules and regulations gove'rning administration
of the financing program and establishing criteria for
qualification o:f e,l"igib.le borrowers°and lending institutions
as required by the Act; preparati_on of agreements with the
developers, ori;gi`nators, servicers arid any admiriistrator or
compliance_a,gent; prepa~ration of the proceedings for the sale
H~1~I°f ~
j? /~ of 3
COUNCtL FILE „~~./ ~~
RE8, NO. „~~~.
ORRiCK, HERRINGTON ~ SUtCLIFFE
Mr. John Scharer
May 19, 1982
Page 2
of the bonds and advice to the City concerning the terms
thereof; supervision of the printing o,f the bonds;
preparation of other proceeding-s,(including closing papers)
incidental to or in connection with the issuance of the
bonds; and coordination of the bond closing. ~
3. Review of any.housing subsidy, mortgage
insurance or special hazard insurance.arrangements entered
into with respect to the loans to be acquired with proceeds
of the bonds.
4. Assistance in obtaining the requisite mortgage
subsidy bond alloc'ations pursuant to A.B. 1618, and any other
governmental approvals necessary as a condition precedent to
the issuance of the bonds, including representation before
the State Housing`Bond Credit Committee or Mortgage Bond
Allocation Committee.
5.. Assistance_in connection with securing
investment ratings for the bonds. _
6. The rendering of a final leg:al opinion on the
validity of the bonds and tax-exempt status of interest
payable on the bonds.
7. Such other legal services as may be incidental
to the foregoing.
Our fee for tfie foregoing services will be
calculated on the basis of the principaT amount of each
se.ries of bonds sold and delivered, and will be two percent
of the first one mil.lion dollars principal amount of such
series plus one-Yialf of one percent of any principal amount
of such series in excess of one million dollars up to five
million dollars plus one-quarter of one'percent of any
principal amount of such series in excess of five million
dollars up to twenty-five million dollars plus one-tenth of
one percent of any principal amount of such series in excess
of twenty-five million dollars, payable upon delivery of and
receipt of p,ayment,for such series. Our minimum fee for any
series of bonds so delivered will be forty-five thousand
dollars.- If for any reason the City does not sell and
deliver a proposed series of bonds, we are to be paid a fee
with respect to such series determined by the extent of the
sexvices rendered by us on an hourly basis to the date of
abandonment of the financing at our full hourly rates then in
~x~~~~~° yo~-~~'
~ GOUNCII. FILE w~_>~"~°
P Z o~ 3 R~B. NO. 'j`~.
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.:... • , . . .
OF2RICK, HERRINGTON ~ SUTCLIFFE
Mr. John Scharer
May 19, 1982
Page 3
effect. To cover this and similar costs in such event,
issuers typicall.y establish an escrow funded.by developers.
In addition to our fee for services, we would expect in any
event to be reimbursed for our out-of-pocket expenses, such
as travel expenses, long dist:ance telephone call charges,
reproduction of documents, delivery expenses, bound volumes,
word processing and secretarial ove.rtime requested or
necessary because of the time demands of the transaction.
Our.services under the above fee arrangement will
not include representation of the City in any legal action
challenging, affecting or arising out of ~the transactions
contemplated by this letter, but if such services become
necessary we shali;be pleased to perform them on such terms
as shall be mutually agre:eable at the t'ime.
It is our understanding~that the bonds will be sold
at ne.gotiated sa1e, t,hat counsel to the underwriters will
review the official statement concerning the bonds to be
prepared by the Gity and the underwriters for compliance with
the applicable.securities laws and tl~iat we will not be
expected to undertake any responsibility for or to render any
opinion with respect to the preparation or content of the
official statement. If, however, we are requested by the
City to review the official statement for compliance with
applicable securities laws, ws are to be compensated for such
additional services on an hourly basis at our full hourly
rates then in effect.
If you have any questions or wish further to
discuss any of the foregoing matters, please feel free to
call me or Patrici;a J. Barnett of o.ur office. If the
foregoing undertaking is satisfactory, kindly have the
enclosed c:opy of this letter executed by the appropriate
officer of the City and returne,d to me. We look forward to
working with the City in connection with its proposed home
mortgage revenue bond financings.
, ,~
Roger L. Davis
CONEIRM£D AND ACCEPTED:
By
~Dated
COUNCIL F1LE Q0J/~~~
/r '~~~ ~ ~ ~ REB. NO. .~/ T~~
Ve,r~tru~y yours,
t l 1
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