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HomeMy WebLinkAbout053-88 RESOLUTION NO. 53-88 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF AGREEMENT FOR BOND COUNSEL SERVICES ASSESSMENT DISTRICT NO. 88-1 RESOLVED, by the Town Council of the Town of Danville, California, that WHEREAS, this Council proposes to undertake proceedings pursuant to appropriate special assessment and assessment bond acts for the acquisition, construction and financing of public improvements for the above entitled assessment district; WHEREAS, this Council has heretofore appointed and employed Brown & Wood to serve as Bond Counsel in conjunction with these proceedings, the terms of said employment to be set forth in an agreement between said firm and this Town; and WHEREAS, there has been submitted to this Council such an agreement, and it has been duly considered by the Council; NOW, THEREFORE, IT IS ORDERED as follows: 1. The agreement between Brown & Wood and this Town, in the form theretofore submitted to this Council, is hereby approved. 2. The Mayor is hereby authorized and directed to execute said agreement for and on behalf of the Town and the Clerk is hereby authorized and directed to attest same and to affix thereto the corporate seal of the Town. 3. A copy of the agreement is, by this reference, hereby made a part hereof. 4. The Clerk shall provide an executed copy of this Resolution and the agreement to Brown & Wood. 2 ~t I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Town Council of the Town of Danville, California at a meeting thereof held on the 2nd day of May , 1988 by the following vote: AYES, and in favor thereof, Councilmembers: Greenberg, Jagger, Lane, Ritchey, Schlendorf NOES, Councilmembers: None ABSENT, Councilmembers: None ATTEST: Ci~~t C le r~ ¢ AGREEMENT FOR LEGAL SERVICES Assessment District No. 88-1 (Tassajara Ranch) THIS AGREEMENT FORLEGALSERVICES is made and entered into this ~ day of M~y , 1988, by and between the Town of Danville (the "Town") and Brown & Wood, San Francisco, California (the "Attorneys"). W I TNES SETH: WHEREAS, the Town proposes to conduct special assessment and assessment bond proceedings in order to finance the acquisition and construction of public improvements for Assessment District No. 88-1 (the "Project"); and WHEREAS, the Town has determined that Attorneys are specially trained and experienced to provide ~ervices for accomplishing such financing proceedings and Attorneysare willing to provide such services, and WHEREAS, the public interest, economy and general welfare will be served by this Agreement for Legal Services; NOW THEREFORE, IT IS HEREBY AGREED, as follows: 1. Duties of Attorneys. Attorneys will provide legal services related to the conduct of the special assessment and assessment bond proceedings to be undertaken by the Town for the Project. Such services shall include the following: a. Consult with Town and its staff, consulting engineers and investment banker, in order to formulate a coordinated financial, engineering and legal program for the Project. b. Confer with the engineers with respect to the Engineer's Report to be prepared by the engineers in the proceedings, and review the Report for compliance with the applicable special assessment and assessment bond laws. c. Prepare the resolutions, notices, affidavits, certificates, petitions and other documents of a legal nature that are necessary for the conduct of the special assessment and assessment bond proceedings. . d. Prepare the necessary legal documents for obtaining the consent of other public legislative bodies, if any, required for the conduct of the special assessment and assessment bond proceedings. e. Prepare the form of statutory notices of hearing and prepare instructions as to the publication, posting and mailing of such notices. f. Prepare instructions relating to the filing of the map showing the boundaries of the assessment district, the recordation of the notice of assessment, the assessment roll and assessment diagram, and the publication and mailing of notices related thereto. g. Prepare for and attend meetings of the Town Council or other public bodies relating to the proceedings when deemed to be necessary for the proper conduct of the proceedings, and provide advice in the presentation of substantial evidence to support the findings made by the Town Council at the conclusion of the hearing on the Engineer's Report. h. Prepare the list of unpaid assessments upon expiration of the cash payment period and provide instructions as to the execution and filing thereof. i. Prepare the form of, and supervise the giving of, any notices inviting sealed proposals for the sale of bonds. j. Prepare and provide a receipt for the sale of bonds a receipt for proceeds of bonds and a signature certificate, if required, to accompany the delivery of the bonds. k. Prepare transcripts of the proceedings to follow delivery of the bonds. 1. Assist in the preparation of an arbitrage certificate executed on behalf of the Town pursuant to the income tax regulations of the United States Treasury to accompany the delivery of the bonds. m. Subject to the completion of the proceedings pursuant to their advice, the Attorneys will provide their legal opinion that the interest on the bonds is exempt from State of California and federal income taxes, and approving the legality of =he proceedings for the authorization, execution and delivery of the bonds. · --2-- J n. Review, without undertaking an independent investigation, any officia! statement or other disclosure document prepared in connection with the proceedings, to assure correctness of disclosure relating to the legal documents prepared by the Attorneys (no obligation to render 10(b)($) opinion in connection therewith except for summary of the legal documents). 0. Provide the Town, its staff and agents with advice and opinions, upon repuest, on follow-up matters of a routine nature which do not require document production° extended time, or research. 2. Compensation. The Project is anticipated to result in a total amount to be assessed, and against which bonds would be sold, of approximately fifteen million dollars, to be sold in not more than two series on a negotiated basis. Accordingly, for the above services, Attorney's compensation would be 2-1/2% of the first one million dollars of the total assessment, plus 1/2 of 1% of any amount of the assessment in excess thereof, plus disbursements. The payment of these fees and expenses by the Town shall be contingent, payable solely from the proceeds of the assessments to be levied and the bonds to be issued pursuant to the proceedings. 3. Exceptions. Any other services, such as, but not limited to, litigation involving the Town or the proceedings, or services related to the acquisition of lands, easements or permits, are excepted from the services to be provided for the above compensation. For any such excepted services which the Attorneys are directed to render for and on behalf of the Town, compensation will be on the basis of reasonable fees to be agreed upon by the parties hereto. 4. General. It is understood that neither the Attorney firm nor any individua! member thereof possesses any authority with respect to any decision of the Town or its officers beyond the rendition of information, advice, recommendation or counsel. --3--