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HomeMy WebLinkAbout161-93RESOLUTION NO. 161-93 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF BOND PURCHASE CONTRACT, THE SALE OF BONDS, RETENTION OF BOND COUNSEL, ENGINEER AND FINANCIAL CONSULTANT, AND MATTERS RELATED THERETO (Sycamore Valley Reassessment District No. 1993-2) RESOLVED, by the Town Council of the Town of Danville, California, as follows: WHEREAS, this Council has, on December 7, 1993, adopted its Resolution No. 160-93 (herein "Bond Resolution") providing for the issuance of this Town's Limited Obligation Improvement Bonds, Sycamore Valley Reassessment District No. 1993-2 (herein "Bonds"); WHEREAS, negotiations with the Town of Danville Financing Authority (herein "Authority") has resulted in the presentation by the Authority to this Council of a proposed form of purchase contract (herein "Purchase Contract") related to the purchase of the Bonds, complete in all material respects other than the maturity schedule and interest rate or rates on the Bonds; WHEREAS, this Council has duly considered the terms and conditions of the Purchase Contract and the sale of the Bonds to the Authority; WHEREAS, this Council desires to retain the services of Brown & Wood as bond counsel, William Euphrat Municipal Finance, Inc. as financial consultant, and Greiner Engineering Company as engineer for this financing, and copies of proposed agreements with such parties have been submitted to this Council; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED, as follows: 1. A private sale of the Bonds to the Authority would confer significant public benefits (as defined in Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code), including a lower overall cost, and the Bonds shall be sold at private sale to the Authority. 2. The proposed form of Purchase Contract for the Bonds, submitted by the Authority, is hereby approved. 3. The Mayor is hereby authorized and directed, for and on behalf of the Town, to execute a Purchase Contract for the sale of the Bonds in substantially the form presented to this Council, and the City Clerk hereby authorized to attest same, with such changes therein as the Manager, with the advice of the City 32130\00006\3942.1 PAGE 1 OF RESOLUTION NO. 161-93 (Town) Attorney, may require or approve, such approval to be conclusively evidenced by execution and delivery of the Purchase Contract to the Authority. 4. The Manager is hereby authorized to negotiate and to determine the maturity schedule and the interest rate or rates on the Bonds, the final maturity thereof to be not later than September 2, 2006, such interest rate or rates not to exceed 6.5%. The maturity schedule of the Bonds and the interest rate or rates shall be as set forth in the Purchase Contract. The execution of the Purchase Contract by the Mayor shall evidence approval of such sale and such terms for and on behalf of this Council. 5. The Bonds shall be prepared in accordance with the proceedings and the terms of the Purchase Contract, and shall be executed, authenticated and delivered to the Authority upon receipt of the purchase price therefor. 6. The Mayor and Town staff are hereby authorized jointly and severally to execute any and all documents and do any and all things deemed necessary or advisable in order to consummate the delivery of the Bonds pursuant to the Bond Resolution and the Purchase Contract, including, but not limited to, entering into fee agreements with Brown & Wood as bond counsel, William Euphrat Municipal Finance, Inc. as financial consultant, and Greiner Engineering Company as engineer, and to otherwise effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and approved. 32130\00006\3942.1 PAGE 2 OF RESOLUTION NO. 161-93 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 7th day of December, 1993 by the following vote: AYES: NOES: ABSENT: RITCHEY, GREENBERG, DOYLE, SHIMANSKY, WALDO NONE NONE ATTEST: CITY CLERK 32130\00006\3942.1 PAGE 3 OF RESOLUTION NO. 161-93 AGREEMENT FOR LEGAL SERVICES (Sycamore Valley Reassessment District No. 1993-2) THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this 7th day of December, 1993, by and between the Town of Danville (the "Town"), the Town of Danville Financing Authority (the "Authority") and Brown & Wood, San Francisco, California (the "Attorneys"). RECITALS The Town proposes to conduct reassessment and reassessment bond proceedings in order to refund its outstanding Limited Obligation Improvement Bonds, Sycamore Valley.Reassessment District No. 1990-1. It is proposed that the Town, by negotiated sale, issue its reassessment bonds to the Authority, and that the Authority, concurrently, by negotiated sale, issue its revenue bonds to an investment banker to be selected by the Authority (such reassessment and reassessment bond proceedings, together with the Authority's revenue bond proceedings, being herein referred to as the "Financing"). The Town and the Authority have determined that the Attorneys are specially trained and experienced to provide legal services for the Financing, and Attorneys are willing to provide such services. 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 Financing. Such services shall include the following: Consult with the Town, the Authority, and their staffs, consulting engineer, financial advisor, and investment banker, in order to formulate a coordinated financial, engineering and legal program for the Financing. Confer with the engineer with respect to the report to be prepared by the engineer in the reassessment proceedings, and review the report for compliance with the applicable reassessment and reassessment bond law. Prepare the resolutions, notices, affidavits, certificates, petitions and other documents of a legal nature that are necessary for the conduct of the 32130\00006\5518.1 reassessment and reassessment bond proceedings, including the sale of the bonds to the Authority. Prepare the form of any necessary statutory notices of hearing and prepare instructions as to the publication, posting and mailing of such notices. Prepare instructions relating to the recordation of a notice of reassessment and reassessment diagram. Prepare for and attend meetings of the Town Council, Authority Board of Directors, or other public bodies relating to the Financing when deemed to be necessary for the proper conduct of the proceedings, and provide advice in the presentation of evidence to support the findings on the report. Prepare and provide a receipt for the sale of the Town's reassessment bonds, a receipt for proceeds of the bonds, and a signature certificate, if required, to accompany the delivery of the bonds. Assist in the preparation of a tax certificate executed on behalf of the Town pursuant to the income tax regulations of the United States Treasury to accompany the delivery of the reassessment bonds. Subject to the completion of the reassessment and reassessment bond proceedings pursuant to their advice, provide their legal opinion that the interest on the reassessment bonds is exempt from State of California and federal income taxes, and approving the legality of the proceedings for the authorization, execution and delivery of the reassessment bonds. Prepare a joint powers agreement between the Town and its Redevelopment Agency pursuant to which the Authority will be created, the resolution approving same to be adopted by the Town, and the resolution approving same to be adopted by the Agency. Advise the Secretary of the Authority as to the filing requirements with the Office of the Secretary of State and the County Clerk related to the formation of the Authority. Prepare the resolution, trust agreement and other documents of a legal nature that are necessary for the purchase of the reassessment bonds by the Authority and the sale of its revenue bonds to the investment banker. 32130\00006\5518.1 2 Prepare and provide a receipt for the sale of the Authority's revenue bonds, a receipt for proceeds of the bonds, and a signature certificate, if required, to accompany the delivery of the bonds. Assist in the preparation of a tax certificate executed on behalf of the Authority pursuant to the income tax regulations of the United States Treasury to accompany the delivery of the revenue bonds. Subject to the completion of the revenue bond proceedings pursuant to their advice, provide their legal opinion that the interest on the revenue bonds is exempt from State of California and federal income taxes, and approving the legality of the proceedings for the authorization, execution and delivery of the revenue bonds. Review, without undertaking an independent investigation, the Authority's official statement prepared in connection with its revenue bonds, to assure disclosure relating to the legal documents prepared by the Attorneys (no obligation to render 10(b)(5) opinion in connection therewith except for summary of the legal documents). Prepare transcripts of the proceedings to follow delivery of the Town's reassessment bonds and the Authority's revenue bonds. Provide the Town, the Authority, and their staffs and agents with advice and opinions, upon request, on follow-up matters of a routine nature which do not require document production, extended time, or research. 2. Compensation. The Financing is anticipated to result in a total amount to be reassessed, and against which bonds would be sold, of approximately Eleven Million Dollars, to be sold in one series on a negotiated basis to the Authority which will, concurrently, issue its revenue bonds, to be sold in one series on a negotiated basis to an investment banker. Accordingly, for the above services, Attorney's compensation would be $45,000, plus disbursements. The payment of these fees and expenses by the Town shall be contingent, payable solely from the proceeds of the reassessments to be levied and the reassessment 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 prepayment of reassessments and redemption of the bonds, or apportionment of the reassessments, are excepted from the services to be provided for the above compensation. For 32130\00006\5518.1 3 any such excepted services which the Attorneys are requested 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 the Attorneys shall conduct research and arrive at conclusions with respect to rendition of information, advice, recommendation or counsel independent of the control and direction of the Town or any Town official, other than normal contract monitoring; and that neither the Attorneys nor any individual member thereof possesses any authority with respect to any decision of the City or its officers beyond the rendition of information, advice, recommendation or counsel. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers thereunto duly authorized as to the day and year first above written. TOWN OF DANVILLE FINANCING AUTHORITY (the "Authority") TOWN OF DANVILLE (the "Town") By:~~ MayOr ATTEST: Secretary ATTEST: City Clerk BROWN & WOOD (the "Attorneys") By: Jame~a 32130\00006\5518.