HomeMy WebLinkAboutResolution 97-155 06/16/1997 Resolution No. s7-lss N.C.S.
of the Ciry of ?~~etaluma, California
RESOLUTION APPOIN'I'1NG BOND COUNSEL, ENGINEER OP WORK
AND MANAGING UNDL'RWRITER
McNEAR LANDING ASSESSMENT DISTRICT NO. 25
The Ciry Council of the City of Petaluma resolves:
1. Sturgis, Ness, Brunsell & Assaf, a professional corporation, is hereby
appointed as Special Bond Counsel for McNear Landing Assessment District No. 25,
Ciry of Petaluma, County of Sonoma, California, in accordance with the terms and
conditions set forth in that certain agreement to be entered into between said parties, a
copy of which is attached hereto as Exhibit A.
2. Nystrom Lngineering is hereby appointed as Engineer of Work for
McNear Ianding Assessment District No. 25, City of Petaluma, County of Sonoma,
California, in accordance with the terms and conditions set forth in that certain
agreement to be entered into between said parties, a copy of which is attached hereto
as Exhibit B.
3. Mark Pressman Associates is hereby appointed as Managing Underwriter
for McNear Landing Assessment District No. 25, City of Petaluma, County of Sonoma,
California, in accordance with the terms and conditions set forth in Exhibit C attached
hereto.
4. The City Manager or the Mayor is hereby authorized and directed to
enter into said agreements on behalf of this Ciry with Sturgis, Ness, Brunsell & Assaf
and Nystrom Engineering and to confirm the appointment of Mark Pressman
Associates in accordance with the terms and conditions set forth in Exhibit C.
Under the power and authority conferred upon this-0ouncil by She Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Apprf ved as to
Council of the City of Petaluma at a (Regular) ~X(7fa~bNd{i1) meeCmg
on the ..-----16>th....... day pf ..._.......JUAN...-- 19...7., by the
following vote:
~ ity Atto
AYES: Stompe, Maguire, Vice Mayor Hamilton, lblayor Hilligoss
NOES: Read, Keller, Torliatt
ABSENT: None r ~ ~ ~ •
ATTEST : ! /(~:L.!~:NiY-......._.._ . `;/L`~..~.......
ity Clerk ~ Mayor
Cbuacil Fite........._
cn ~o-se aes. Nu_37-15b___ u~S.
AGREEMENT FOR LEGAL SERVICES
McNEAR LANDING ASSESSMENT DS,STRICT- NO. 25
This is an agreement for=legal services between the City
of Petaluma, a municipal corporation of'the State, of California,
referred to as Client,' and,:STURGIS„ NESS„'BRUNSELL & ASSAF a
professional corporation, Attorneys at~Law,:Emeryville, California,
referred to as Bond Counsel.
1. Client retains Bond Counsel as special counsel to
perform the following .legal services relatng'to McNear Landing
Assessment District No:•r25, City o£ Petaluma, County of Sonoma,.
California.
(a) Preparation of all forms of resolutions, notices,
affidavits,. and other documents requfired by the .Municipal
Improvement Act of 1913, including .the legal format of
the engineer's report requir"ed by Section 10204.
(b) The preparation of written instructions to Client's Clerk
and other staff members concerning the performance of
legally°requred duties.
(c) Review of documents. prepared by Client's engineering
staff or consulting engineers, including boundary map,
assessment diagram, assessment roll, and the general
provisions of construction specifications.
(d) Attendance at, the public hearings on the engineer's
report (including continuances ,of'the hearing, if any).
(e) Attendance at. all other pubLic•meetings of Client at
which matters relating to the assessment district are
considered, except routine. matters.
(f) Attendance at staff meetings or meetings of property
owners, upon the request of the: Client, after reasonable
notice.
(g) Telephone!consultation.with staff members and property
• "owners to answer legal questions about the assessment
proceedings.
' (h) Preparation. of, the notice .inviting _b ids and construhtion
coritract,, if required and. review of contract bonds and
insurance documents.
(i) Arrangements for the printing of improvement bonds to
represent unpaid assessments.
(jj The preparation of a~record of .assessment installments
for the use•of the .County Aud'itor,if required, and'the
preparation of other records on electronic media, if it
cah be arranged,. at the' expense of the C1-ent.
(k) Arrangements for the sale of-.improvement `bonds either by
negotiation or by publig:bid, at-the option of, Client,
and,. if required, the preparation of the notice inviting
bond bids.
(1) The preparation of bond delivery documents.
(m) Prior to ale and delivery of the bonds, confer with
financial,adwisor and Client's staff; attend and
participate. in a1L due diligence:meetings.
(n) The rendition of'a legal opinion o_n,the validity of the
improvement bonds and the: proceedings leading to their
issuance.
(o) Preparation of a transcript of the legal proceedings in
loose-leaf form for the use'of the Client..
(:p) Preparation of the required reports to the California
Debt Advisory Commission (pursuant to Section 8855 at
seq. of the Government Code) ;and to: the Internal Revenue
Service. (pursuant to Section 149. of the Internal .Revenue
Code of 1986).
2. The services of Bond Counsel under this agreement shall
not include the following:
(a) Legal services in connection with the acquisition of
interests in real property, either through negotiation or
through exercise of the power of eminent domain.
(bj Legal services in connection with litigation.
(c Review or undertake to review the accuracy, completeness
or sufficiency of the Official Statement or other
.offering materials, including.a review of financial
disclosure requirements, relating to the bonds (except to
the extent, if any, sfated in, the Official 5tatei6ent).
(d) Conduct independent investigation as to facts material to
our opinion as to which we tiave'reled upon the eertf-ied
proceedings and other certifications of public officials
furnished to us.
2
Rte,. 91-155n~
The performance by Bond Counsel of services excluded'by this
paragraph, sfiall, by mutual con"sent, be under separate written
agreement.
3. In consideration of the services set forth in
paragraph 1, Client shall' pay to Bond Counsel the following fee and
costs:
(a) The legaL.fee of Bond'Counsel.shall be a scaled
percentage of the amount. assessed as set forth in the
engineer's report as finally approved under Section 10312
of the Streets and Highways Code.. ,
(b) The basic .legal .fee-sYSa1'1 be an amount equal. to one
percent (1~)', of that portion of the amount assessed n_ot
exceeding!$10 million, plus one-half,. of one percent
(1/2~) of that portion assessed :exceeding $TO million,
but not excee"ding $20 million, plus one-fourth of one
percent (1/4$?) of: al 1. amounts :assessed exceeding $2-0
million.
(c) In addition to the basic legal.. fee specified in paragraph
(b) aboge, if bonds representing unpaid assessments.are
ssued'n mo=e than one issue, the legal fee shall
ncSude.$5,.000 for-each issue after the first.,
(d) In addition to the basic 1egaT fee,, for projects in which
the total assessment is l'e§s than $4,000.,000, bond
counsel shall be pa-id a surcharge, equalling one quarter
of one ,percent (':0.25%.) of the difference between
$4,000,00.0 and the assessment 'amount.
(e) Costs shall be reimbursed to Bond Counsel as follows:
1} Eiing'and,recording fees :and publication costs
advanced on behalf of Client.
2) The cost of preparing°.aud-toe's record, if required:
Z cents per assessment for each year of the bond
'slue, -with,a mn,imum;of $30.00..
3) Costs of Federal Express. or similar delivery
.service.,
4) Cost of preparation of notices to property owners.
The+cost of other seruces'for which Bond Counsel makes
arrangements under this agreement '(.such as, bond printing
costs,.and preparation of .records on electronic media)
n 3
~eso.Q~-l55 ASS
shal3 be billed to tfie Client and shall be paid by Client
directly to the `payee.
' (P) Payment by Client of 'the legal `fee is contingent upon the
levy of assessments and the sale and del-very of
improvement bohds representing unpaid assessments in the
assessment district. If for any reason, assessments are
not confirmed and bonds delivered, Bond Counsel shall be
paid no legal fee.
(g) Both the legal fee and costs are payable upon delivery of
the bonds. Pf bonds are issued in more than'one issue,.
the cumulative amount payable after each delivery'shall
be calculated under subparagraph ,(b) by reducing the
amount of the assessment by-"the par value of bonds.
authorized but not issued; the amount payable after each
delvery•shall.be the cumulative; amount payable less
amounts previously paid:
4. Bond Counsel certifies that it has no interest, either
direct or contingent„ in ;any property,or contract arising from or
affected by the assessment district, except as Bond Counsel under
this agreement. ':Bond Counsel does not represent any owner of
property within the-proposed boundaries of €his assessment
i
district, and: has not received a fee from any source for services
connected with the project.
DATED: June 16',. 199;2 '
CITY OF PETALUMA, a=municipal corporation .
of t of Ca orn
Y
ATTEST:
By_ / ' '0~~+~~'
STURGIS,,.,NESS',-BRUNSELL & ASSAF .
a prof sional corporation
Approved By
A,~ ilp D. A of
Fin ce;O~cer%Audifol
4
~eso. q~ -I'~5 r~CS .
AGREEIo1ENT FOR ENGINEERING`SERVICES
ASSESSMENT DISTRICT FOR IviCNEAR LANDING, PETALUMA
This is'an:agreement for engineering services between the City of Petaluma. Sonoma
Coun California referred,to as Client, and '
ty. ~lustrom En ink eering`Comoiation, referred to as
Engineer.
1. Clientretains Engineeras Engineer of.Work foi.Assessment.District "McNear Landing"
to perform the following services:
a) Preparation oEamapahowing tha propo"sed:bounda;ies of the assessment district,
in accordance with the regniiements of Division 4:5 of the Streets and Highways
Code.
b) P,reparatiomof'the `-`Engineer's;Report" required;by,Section 10204 of the Streets
and'Highways Code (Municipal Improvement Actof 1913), and modification of
the.report'if directed by the legislative;body of Client. The reporeshall:include
the followings,
1) Ageneraldescription:ofiinproyements.to:beacquired.
2) An estimate`of the assessment,6onds to 6e firiariced including the cost of
acquisitions;and all incidental expenses'(based on the construction cost
estimate prepared by'the design-engineer):
3) Arn.assessment diagram~showing}the pazcels o£land to be assessed.
4) A proposed assessment of the otal cost+of the improvement on benefited
parcels of land within the assessment district:
c) Compilation df aaist of the-names and<,addresses of ali ownersof land within. the
assessment district in accordance:-with records of the County Assessoror in
accordance with title reports pro"vided by the Client.
d) Attendance at"meetingsofClienY.§ legislative.body; when;requested.byClient's
staff forthe purpose of presenfing,and seeking approval of tfle documents and
reports described insubparagraphs (apthrough (c).
e) Attendance"atpublic meetings of Client;at which matters relating to'the
assessment:district aze considered; excephroutine matters:
1
~e~ ~1-155 ACS ~~1~'~.~;~ ~L
f) Attendance at=staff meetings or,meetings of property owners upon the request;of
the Client; afrer reasonable notice.
g) Telephone consultation with staff members and property owners to.answer
engineering questions:about.the'assessment proceedings.
h) Prepazationof a,final cost estimate "after<completion:of the improvements, if
-
neceesary.
I) Piepazation'of'an Amended Engineec's Report,iif necessary, reflecting the final
cost. estimate.
2. The services of
Engineer under this agreement shall.not include the following:
a) Prepazation.of'envronmental studies:or repots:
b) Preparation ofplans;andspecifications:
c) Piepazation,o£lega! descriptions of.riglits-of-.way to be acquired.
d) P,repazationof'construction'cost`astimate.
e) Inspectionof construction.
f) Verification ofpayments to contractors:
g) Prepazation of.constriicfion chahge.orders:,
3_ In consideration of the services set'forth in pazagraph 1, Client shall pay to Engineer a fee
as determined by'his standard -fee,scheddle; a copy of'which.is attached. (For a bond:issue of
$1,800,000, the total fee would be calculated at.$23;000~)
In no event;,however;;wll'the compensation,of Engineer exceed the amount set forth by
Engineer for that purpose in~the;Report, or any amended-Report, preparedby him under Section
10204 of the Streets:and Highways Code.
4: Engineer:'s compensation is payable upon delivery of bonds: If, fozany reason,
assessments aze,not confirmed and-bonds not delivered;, Engineershall be paid a fee at his
standazd hourly charge rates forthe work completed at the time of cessation of formation of the
.District.
Reno. ~~~55 ~CS
- 2
Dated: CONSULTANT:
Nystrom Engineering, a.Corporation
State of ornia
By
CITY OF PETALUMA:
ATTEST:
' Clerk
S:\DATAIN'P51 \NANCY\D [C K4MCN EAR.AGR
l4p{~ro•,sed
ina ce Offic Auditor
Reno g~1-1.55 n1~S
3
NYST.ROM, ENGINEERItVG
RICHARD A. NYSTROM
CIVIL ENGINEER • PLANNER
500 YG NACIO VALLEY ROAD: SUITEd25.; WALNUT CREEK. CA 94596
15107 935-8077
l
Standard. Fee Schedule
"Engineer-of-Work" Serviaea
for.Assesemeat District
Funding Increments SEandard'Fee
First $1,000,000. 1 1/2% (minimum fee $15,000)
amount between $1-3,000,000. is (in meiuoa rovmun, alww,e .no.a)
amount between $3-5, 000, 000. 3/4 of 1°s ~a.aei~„
amount between '$5-7, 000_, 000. 1/2 of 1% G•~aonm.ewi„aml.,ea,n;,•,
amount between $7-9,000,000. 1%4' of 1% (m dditionmaewn, ulo,b,d above)
amount between $8,000,.000-
2 0 , 0 0 0 , 0 ~ 0 . / 8' O f 1 % C Wdiuon ,o unoun, daluod above)
remaining amount
over 20,000,0'00. 1/10 of 1% C Wditioobmrwe, vlaww ,bout)
W:\DATA\WP51\NANCY\DSCX\TXCDNSLT. DCX
~12so g7- ~ SS ~fc~S
EXHIBIT C
.APPOINTMENT OF MANAGING. UNDERWRITER
This Council hereby appoints Mark Pressman Associates as
Managing Underwriter, to structure, coordinate, investigate and
prepare a bond statement, and to submit to this Council a proposal
to purchase the improvement bonds to be issued in~McNear Landing
Assessment District, No. 25, City of Petaluma, County of Sonoma,
California.
This appointment is made with the understanding that the
Managing Underwriter must commit considerable time and expense to
prepare this bond issue for public offering on a fully contingent
basis and therefore., the Managing Underwriter-requires assurances
that said time and expense, may be recovered in the. process of
underwriting the bond issue.
Additionally; this Council recognizes that. the Managing
Underwriter accepts. as a condition of award-of sale of bonds (at
the appropriate time,) full responsibility for due diligence
investigation and disclosure relative to this bond issue.
Should this Council be advised by its staff or a majority of
the property owners within McNear Landing Assessment District No.
25, City of Petaluma, County of Sonoma.,. California, that the
Managing Underwriter is not satisfactor-i:1y fulfil-ling the
above-listed responsibi3ities, and/or that.a satisfactory purchase
proposal cannot be developed, this Council .may discontinue the
services of Mark Pressman Associates as Managing Underwriter with
no obligation `for the payment of sere-ices heretofore provided.
~e~ 9~-155 ~I~S