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HomeMy WebLinkAboutAgenda Report - June 15, 1988 (45)C 0 L CIL T0: THE CITY COUNCIL FROM: THE CITY MANAGERS OFFICE C 0 M M U N I C A T_ 0 COUNCIL ;1EETING DATE JUNE 15, 198£ SUBJECT: APPROVE AGREEMENT WITH SEIDLER-FITZGERALD PUBLIC FINANCE TO PROVIDE FINANCIAL SERVICES AND APPROVE AGREEMENT WITH JONES HALL FALL & WHITE TO PROVIDE LEGAL SERVICES ASSOCIATED WITH THE 198C 'WASTE!�lATEP. TREATMEINT PLAIN' EXPANSION PROJECT PREPARED BY: RECOVMENDED ACTION White associated with the City Manager That the City Council adopt and 88-81 authorizing the financial services with Finance, and legal services White Slough Water tolluti Resolutions No. 88-80 approval of agreements for Seidler -Fitzgerald Public with Jones Hall Hill & )n Plant expansion project. BACKGROUND INFORMATION: The City is at LOat point in the White Slough Water Pollution Control Plant expansion project where retention of bond counse! and bond underwriter is appropriate. The time immediately preceding this is the setting of the public hearing to certify as adequate the Environmenta! Impact Report. The City Council is familiar with both firms. A t the "Shirtsleeve" session of April 26, 1988, the City Council heard a presentation from Mr. John Fitzgerald, of the bond underwriting and financial consulting firm of Seidler -Fitzgerald Public Finance, and Mr. Brian Quint, of the law firm of Jones Hall Hill & White, concerning certain services each would provide in regard to what was then the proposed 230-!!V interconnection project. A somewhat similar financing approach is recommended for the White Slough project, except that the sale of the Certificates of Participation will be a negotiated sale rather than a bid sale as was structured for the other project. 114 Fitzgerald will be prepared to present the various funding approaches available to the City. Attached (Exhibits A & B) are copies of t h e resolutions authorizing City Council approval of these agreements. Aiso attached (Exhibits C & D) are copies of the agreements themselves. Wlim appropriate dates and issue amount will be changed to reflect actual conditions. The fee for legal services will be approximately $45,000. The bond underwriters compensation is derived from the discount on the Certificates at the time of the sale. Both are paid from proceeds of the sale of the certificates. Resp t T%u�l ly submitted, -- Thomas A. Peterson C i t Manager TAP --b r Attachments TXTA.07A COUNC378 JHH:Y:BD0:k1* 06/27189 Z34'81 CITY OF LODI RESOLUTION NO. 88-77 A RESOLUTION APPOINTING SPECIAL LEGAL COUNSEL AND APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN AGREEMENT FOR LEGAL SERVICES, ALL IN CONNECTION WITH THE PROPOSED 1933 WASTEWATER TREATMENT PLANT EXPANSION PROJECT WHEREAS, the City of Lodi (the "City") plans to finance the construction cf certain improvernents to its municipal wastewater treatment plant by entering into such agreements as may be necessary and to authorize the execution. delivery and sale of certificates of participation in payments to be made under such agreements, and it is desirabie to appoint special legal counsel in connection therewith; NOW, THEREFORE. BE IT RESOLVED by the City Council of the City of Lodi, as follows: Section 1. The law firm of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California ("Jones Hall") is hereby appointed to act as special legal counsel in connection with said financing proceedings. Section 2. That certain Agreement for Legal Services by and between the City and Jones Hall for special legal services in connection with said financing proceedings, a copy of which is on file with the City Clerk, is hereby approved. The (Mayor, the City Manager or the Finance Director is hereby authorized and directed in the name and on behalf of the City to execute said Agreement and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 3. Appropriate officers of the City are hereby authorized and directed, in association with Jones Hall, to take such actions and to prepare scch documents as shall be necessary and appropriate in connection with such financing proceedings. Section 4, This Resolution shall take effect upon its adoption by this City Council. 88-77 I hereby certify that the foregoing resolution was duly adopted at a meeting of t h e City Council of the City cf Lodi duly held on the 15th day of JLuze , 1988, by the following vote: AYES, and in favor of, COunci►members: Hincliman, Olson, Reid, Snider and Pinkerton (� yo--,) NOE S, Counsilm embers: None ABSENT, Councilmembers: None CITY OF LODI James W- inke n, Jr. Mayor [S�Ai.j � ATTEST: AGREEMENT FOR LEGAL SERVICES (1988Wastewater Treatment Plant Expansion Project) THIS AGREEMEN ► FOR LEGAL SERVICES is made and entered into this day of , 1938, by and between the CITY OF LODI, CALIFORNIA (the "City"), and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). WITNESSETH: WHEREAS, the City proposes to finance the construction cf certain improvements to its wastewater treatment plant by entering into such agreements as may be necessary and to authorize the execution, delivery and sale of certificates cf participation in payments to be made under such agreements (the "Certificates");and WHEREAS, the City has determined that Attorneys are specially trained and experienced to provide services for the financing and the execution and delivery cf the Certificates; and WHEREAS, the public interest, economy and general welfarewill be served by this Agreement for Legal Services; NOW, THEREFORE, IT IS HEREBY AGREED, as follows: 1. Duties cf Attorneys. Attorneys shall provide legal services in connection with the authorization, issuance and consummation of the financing proceedings relating to execution and delivery cf t h e Certificates. Such services shall include t h e following: a. Confer and consult with the officers and administrative staff cf the City as to matters relating to the financing proceedings; b. Attend all meetings cf the City Council and any administrative meetings at which any financing proceedings relating to the Certificates are to be discussed, deemed necessary by Attorneys for the proper planning of the financing proceedings or when specifically requested to attend; c, Prepare any required installment sale agreements, trust agreements, assignment agreements, agency agreements, amendments to existing financing documents, indentures, ordinances and all resolutions, notices and legal documents necessary for the proper conduct of the financing proceedings relating to the execution and delivery of the Certificates; d. Review all financial documents for legal sufficiency; e. Review. without undertaking an independent investigation, any official statement or other disclosure document prepared in connection with the financing proceedings to assure correctness of disclosure relating to the legal documents; f. Prepare and provide a signature and no -litigation certificate, an arbitrage certificate and any and all other closing documents required to accompany delivery of the Certificates; g Prepare and provide a complete transcript of the conduct of the proceedings necessary to accompany delivery of the Certificates; h. Subject to the completion of proceedings to the satisfaction cf Attorneys, provide the legal opinion of Att^-neys that the interest due with respect to the certificates k excludable from gro: ?come forpurposes of federal income taxation and ?hat such interest is exe _)t frorn California personal income taxation; i. Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys approving in all regards the legality of all proceedings relating to tho execution and delivery cf t he Certificates; and j. Conferand consult with City officials and agents with regard to problems which may arise during the servicing and payment cf principal and interest due with respect to the Certificates. 2. Compensation. For the services set forth under Section 1, Attorneys shall be paid the percentage compensation set forth below: a. One percent (1%) cf the principal amount of the Certificates to a principal amount of $1,000,000 (with a minimum fee cf $15,000 in the event cf issuance cf a principal amount of less than $1,000,000), plus; b. One-half percent (1/2%) of the principal amount cf the Certificates in excess cf $1,000,000. but less than or equal to $5,000,000, plus; c. One-quarter percent (1/4%) of the principal amount of the Certificates in excess cf $5,000,000, but fess than or equal to $10,000,000. plus; d. One-eighth percent (1/8%) of the principal amount of the Certificates in excess of $10,000,000,but less than or equal to $20,000,000, plus; e. One -sixteenth percent (1/16%) of the principal amount of the Certificates in excess cf $20,000,000. in addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf cf 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 cf California. -2- Payment of said fees and expensess` 1`�b-e-M* "rely confingent, shall be due and payable ur.on the delivery of the Certificates and shall be payable solely from the proceeds cf the Certificatesor other available moneys of the City. 3. Exceptions. Any services rendered in any litigation involving the City or the financing proceedings relating to the Certificates are excepted from the services to be rendered for t he above compensation. For such services which Attorneys are directed to render for and on behalf cf the City, compensation shall be on the basis Cf reasonable fees to be agreed upon by the City and Attorneys. 4. Termination of Agreement. This Agreement for Legal Services shall be indefinite as to term but may be terminated at any time by the City, with or without cause, upon ninety (90) days' written notice to Attorneys. in the event cf such termination. all finished and unfinished documents shall, at the option of the City, become its property and shall be delivered by Attorneys. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers thereunto duly authorized as of the day and year first above w itten. 23480 =OF LODI, CALIFORNIA By Title Attest City Clerk JONES HALL HILL &WHITE, A Professional Law Corporation By B�A D.Ouint -3- CITY OF LODI RESOLUTION NO. qq-s, A RESOLUTION APPOINTING SPECIAL LEGAL COUNSEL AND APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN AGREEMENT FOR LEGAL SERVICES, ALL IN CONNECTION WITH THE PROPOSED 1988 WASTEWATER TREATMENT PLANT EXPANSION PROJECT WHEREAS, the City of Lodi (the "City") plans to financethe construction of certain improvements to its municipal :^:astewater treatment plant by entering into such agreements as rrnay be necessary and to authorize the execution, delivery and sale of certificates of participation in payments to be made under such agreements, and it is desirable to appoint special legal counsel in connection therewith; NOW, THEREFORE, BE 1T RESOLVED by the City Council of the City of Lodi, as folbws : Section 1. The law firm of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California ("'Jones Hall") is hereby appointed to act as special legal counsel in connection with said financing proceedings. Section 2. That certain Agreernent for Legal Services by and between the City and Jones Hall for special legal services in connection with said financing proceedings, a copy of which is on file with the City Clerk, is hereby approved. The Mayor, the City Manager or the Finance Director is hereby authorized and directed in the name and on behalf of the City to execute said Agreement and the City Clerk is hereby authorized and directed to attest to such official's signature. Section3. Appropriate officers of the City are hereby authorized and directed, in association with Jones Hall. to take such actions and to prepare such documents as shall be necessary and appropriate in connection with such financing proceedings. Section 4. This Resolution shall take effect upon its adoption by this City Council. I hereby certify that the foregoing resolution was duly adopted at a meeting Cr the City Council of the City of Lodi duly held on the 15th day Cf June , 1988 by ;he following vote: AYES, and in favor of, COUncilmembers: NOES, Councilmembers: ABSENT, Councirrnembers: [SEAL; ATTEST: City Clerk Approved as to form Bob McNatt City Attorney Date: CITY OF LODI Mayor CITY COUNCIL JAMES W PINKERTON Ir Mavor JOHN R ;Randy) SNIDER Nlavor Pro Ternpore DAVID .V1 HINCKMAN EVELIN XI 01_SON FRED M REID CITY OF LODI CITY HALL. 221 WEST PINE STRFET CALL 130X 3006 LOM, CALIFORNIA 9 241.1910 (209) 33.4-7634 TELECOPIER t201J) 1336795 June 21, 1988 Mr. John C. Fitzgerald Managing Director Seidler -Fitzgerald Public Finance 515 South Figueroa Street Los Angeles, CA 90071-3396 Dear Mr. Fitzgerald: THOMAS A PETERSON City Manager ALICE Ni REINACHE City Clerk BOB McNATT City Attorney Please be advised that the Lodi City Council, at its regular meeting of June 15, 1988, approved an agreement with Seidler -Fitzgerald Public Finance to provide financial services associated with the 1988 Wastewater Treatment Plant Expansion Project. W have enclosed a fully executed copy of the subject agreement and the authorizing Resolution No. 88-80. Should you have any questions regarding this matter, please do not hesitate to call. Very truly ycurs, Alice M. Reimche City Clerk AMR; j j Enclosures Seidler -Fitzgerald Public Finance 1 Iuc. • Menili r. New )l ark Stock Exchange, Inc. April 38, 1988 Mr. Thomas A. Peterson City Manager City of Lodi 221 West Pine Street Lodi, CA 95241-1910 Dear Mr. Peterson: We are pleased that Seidler -Fitzgerald Public Finance will be handling the issue and acting as the City's underwriter in connection with the proposed issuance and sale by the City of approximately $10,000,000 Certificates of Participation, the proceeds of which will be used to finance the White Slough Treatment Facility Expansion. We will work closely with you, the City and bond ounsel (Jones Hall Hill & White) to structure the proposed financing. Toward this end she full professional resources of Seidler -Fitzgerald Public Finance will be available to assist the City in this matter. The City agrees that if the financing is established to our mutual satisfaction, the City will sell or cause to be sold the Certificates to Seidler -Fitzgerald Public Finance. Terms and provisions of such sale will be subject to market conditions and the mutual agreement of the City and Seidler - Fitzgerald Public Finance at the time of the sale, estimated to be in mid-June 1988. All fees will be contingent upon the Certificates selling. Accepted this 15th day of June , 1988 CITY OF LODI �- Title City Manaqer Sincerely, SEIDLER-FITZGERALD PUBLIC FINANCE (a division of SEIDLE'.� AMDEC SECURITIES INC.) B Jph4i C. "Fitzger •Managing Direcr Approved as to form'Ej fIVC Bobby W._Nic att City Attorney Attest: eaA,t Alice M. R imche City Clerk 515 South Figueroa Street • Los Angeles, California 90071-3396 • (213)624-4233