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HomeMy WebLinkAboutResolution 068-86 R-2 CITY OF ATASCADERO *al, IMPROVEMENT DISTRICT NO 4 (SEPARADO-CAYUCAS ASSESSMENT DISTRICT) RESOLUTION NO 68-86 RESOLUTION APPOINTING ENGINEER OF WORK, BOND COUNSEL AND BOND UNDERWRITERS WHEREAS, in accordance with prior proceedings duly had and taken, the Council of the City of Atascadero has declared its intention to and has determined to undertake proceedings pursuant to the Municipal Improvement Act of 1913 and issue bonds in said proceedings under the provisions of the Improvement Bond Act of 1915 for the acquisition and construction in and for the City of Atascadero, California, (the "City" ) of the public improvements more particularly described in Exhibit A, attached hereto and incorporated herein and made a part hereof, in and for an assessment district in the City designated "City of Atascadero Improvement District No 4 (Separado-Cayucas Assessment District) , " and WHEREAS, the public interest, necessity, convenience and general welfare will be served thereby, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Atascadero, as follows Section 1 The firm of John L Wallace & Associates of San Luis Obispo, be and such firm is hereby appointed Engineer of Work in said proceedings, and such firm is hereby authorized and directed to do and perform or cause to be done and performed all engineering work necessary in and for said proceedings, including the preparation of plans and specifications for said improvements and the descriptions of the acquisitions, together with estimates of costs thereof, and the preparation of a map of the assessment district, an assessment diagram, and an assessment, and in accordance with that certain Agreement for Engineering Services constituting Exhibit B, attached hereto and incorporated herein and made a part hereof Section 2 The firm of Orrick, Herrington & Sutcliffe be, and such firm is, hereby appointed Bond Counsel in said proceedings, in accordance with that certain Letter Agreement constituting Exhibit C, attached hereto and incorporated herein and made a part hereof and the 2 041003-0001-198-4551d appropriate officials of the City and authorized to execute said agreement for and on behalf of the City Section 3 The firm of Security Pacific Capital Markets Group is hereby appointed as Bond Underwriter, in accordance with that certain Agreement constituting Exhibit D, attached hereto and incorporated herein and made a part hereof PASSED AND ADOPTED this 14th day of July, 1986, by the following vote (On Motion by Councilman Handshy, seconded by Councilwoman Borgeson) AYES COUNCILMEMBERS BORGESON, HANDSITY, MOLINA AND MAYOR MACKEY NOES NONE ABSENT COUNCILWOMAN NORRIS t TTEST BOYD C SHARITZ, City 01erk MARJORIY R MACKEY, Mayor U 1 APPROVED AS TO FORM: APPROVED AS TO CONTENT �L 'C." gV4�.� ROBERT M JONES, City Attorney ROBERT M JONN, City Attorney 3 041003-0001-198-4551d EXHIBIT A *MW GENERAL DESCRIPTION OF WORK The work shall generally include the installation of a sewage pump station near the intersection of Buena Avenue and Traffic Way, a force main along Traffic Way from near the intersection of Buena Avenue and Traffic Way to existing manhole T13, located approximately 1000 feet southeast along Traffic Way; a sewer main along Traffic Way from the intersection of Traffic Way and San Jacinto to the proposed pump station near the intersection of Buena Avenue and Traffic Way; a sewer main along San Jacinto from near the intersection of Dolores Avenue and San Jacinto to Traffic Way; a sewer main along Mananita Avenue from Dolores Avenue to Estrada Avenue; a sewer main along Yerba Avenue from Estrada Avenue to Dolores Avenue; a sewer main along Dolores Avenue from Yerba Avenue to Mananita Avenue; a sewer main from Yerba Avenue to Mananita Avenue along a proposed easement to be located between Mananita Avenue and Yerba Avenue, sewer mains along proposed easements located between Mananita Avenue and Yerba Avenue, along proposed easements located between San Jacinto Avenue and Mananita Avenue, and along proposed easements between Arizona Avenue and Estrada Avenue; a sewer main along Arizona Avenue from Estrada Avenue to San Jacinto; a sewer main along Estrada Avenue from near the intersection of Estrada Avenue and Arizona Avenue to San Jacinto; a sewage pump station near the intersection of Arizona Avenue and Estrada Avenue; a sewer force main along Estrada Avenue from the proposed pump station near the intersection of Arizona Avenue and Estrada Avenue to a proposed manhole located approximately 600 feet south along Estrada Avenue A(5o The work shallgenerally include the installation of a sewer main along Rosita Avenue from San Anselmo Avenue to Nogales Avenue; sewer mains along proposed easements located between Rosita Avenue and Lobos Avenue; a sewer main along Lobos Avenue from San Anselmo Avenue to Nogales Avenue; a sewer main along Hermosilla Avenue from near the intersection of Lobos Avenue and Hermosilla Avenue southwest to the end of the existing sewer in Hermosilla Avenue, a sewer main from near the intersection of Cayucos Avenue and Lobos Avenue southwest along Cayucos Avenue to the end of the existing sewer in Cayucos Avenue; a sewer main extending from the existing sewer located at the intersection of --- Lobos Avenue and Nogales Avenue along Lobos Avenue to Encima Avenue and to the end of Encima Avenue; a sewer main along San Anselmo Avenue from E1 Camino Real to Rosita Avenue a sewer main along Cayucos Avenue extending from San Anselmo Avenue approximately 160 feet east of San Anselmo Avenue and a sewer main in an existing easement located between Lobos Avenue and Cayucos Avenue 1 EXHIBIT A - CONTINUED The work listed above shall include all of the necessary appurtenances including but not limited to the installation of manholes, cleanouts, minor sewer extensions and sewer services; the necessary mobilization, clearing and grubbing, excavation, shoring, dewatering, importation of graded material, compaction, testing, roadway surfacing and marking, and completing the necessary ties to existing or new facilities; the acquisition of easements and necessary interests in real property, demolition or removal of existing improvements, clearing and grubbing, the replacement of existing improvements following construction (including but not limited to revegetation, fencing, retaining walls, driveways, sidewalks, mailboxes and landscaping) , the installation of new drainage facilities to replace facilities removed during construction and the relocation or replacement of utilities damaged or displaced during construction; the installation of pump station appurtenances, wet wells, pumps, piping, electrical services control panels, valves and fixtures, and water services. 2 . f JOHN L. WALLACE & ASSOCIATES CONSULTING CIVIL ENGINEERS January 15 , 1986 Mr Mike Shelton City Manager City of Atascadero P O Box 747 Atascadero, CA 93423 Subject Letter Contract Amending Agreement of October 10, 1984 Dear Mr Shelton As requested by Paul Sensibaugh, Public Works Director, we are for- warding this document as a letter agreement that incorporates our proposal of December 1985 for the engineering services required for the extension of sanitary sewers to Cease and Desist areas "C" and "E" and the formation of the necessary assessment district This letter shall serve as an addendum to the October 10 , 1984 agreement with the understanding that the terms set forth in the October 10 , 1984 agreement , attached hereto as Exhibit A, shall be modified by the terms of the proposal of December 1985 We acknowledge to be bound by the provisions of the October 10 , 1984 agreement as modified in the December 1985 proposal and have executed this letter in accor- dance with that understanding We thank you for the opportunity to be of service in this matter Sin ely, Q)L L. aki&.. John L Wallace JLW/sd Encl I agree to be bound by the terms as set forth above dated January 15 , 1986 for John L Wallace & Associates John L. Wallace , Principal ptoo •. �s• sip `Arr 1329 CHORRO STREET SAN LUIS OBISPO CALIFORNIA 93401 (805) 544-4011 r Exhibit A AGREEMENT FOR PROFESSIONAL SERVICE TH S GREEMENT made and entered into this Q of I day �cT[, � , 1984 , by and between the City of Atascadero , a political subdivision of the State of Calif- fornia, hereinafter referred to as "CITY" , and John L Wallace of John L Wallace and Associates , hereinafter referred to as "ENGINEER" WITNESSETH WHEREAS, the City desires to engage the service of a registered civil engineer to act for the City as and in the capacity of the City Engineer as provided by the Municipal Code and related ordinances and regulations of the City of Atascadero, and WHEREAS , the Engineer is a registered civil engineer licensed to practice in the State of California and desires to render this professional services to the City pursuant to the terms and conditions herein set forth NOW THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained, the parties do mutually agree as follows SECTION 1 SCOPE OF SERVICES Pursuant to this Agreement , ENGINEER shall provide the following services as requested by the City a General engineering advice to and on the behalf of CITY staff; b Representation of CITY at meetings as necessary to properly execute the duties and/or provide the services listed herein, c Rev-ea and checking of various mans , plans permits and other documents , d Des-gn , document preparation , contract administration and inspection for CITY utility *440 and public works projects including but not limited to water, sewer, street and drainage projects ; Paae 1 of 5 r . r e Engineering services and report preparation as necessary for the preparation of and accomplish- ment of assessment districts ; f Other engineering services as requested by CITY and mutually agreeable to both parties SECTION 2 TERMS This agreement shall be for a period of time beginning October 1, 1984 , and expiring on December 31 , 1984 This agreement shall be automatically extended for sucessive one ( 1 ) month terms thereafter unless either party gives notice of termination Either party may terminate this agreement with thirty ( 30 ) days prior written notice provided to the other party SECTION 3 USE OF ASSISTANTS/EMPLOYEES To the extent reasonably necessary to enable the ENGINEER to perform his duties hereunder, the ENGINEER shall be author- ized to engage the services of any assistant or employee which he may deem proper The cost of the services to the CITY of such assistants or employees shall be chargeable to the CITY in accor- dance with the schedule of fees shown herein or as mutually agreeable to CITY and ENGINEER SECTION 4 DIRECTION OF DUTIES TO BE PERFORMED BY ENGINEER Services rendered pursuant to this Agreement shall be at the direction and request of the City or his designee SECTION 5 SERVICES TO BE PROVIDED BY CITY On its part , the CITY agrees to provide records and docu- ments at no cost to the ENGINEER which the ENGINEER finds , through research, affect any project or work being done for, or on behalf of the CITY Such records and documents include but are not limited to copies of correspondence , surveys , sub- division maps , field notes , improvement plans , enviornmental impact reports and other documents affecting or relating to CITY ' S work Page 2 of 5 SECTION 6 ENGINEER' S FEES The CITY hereby agrees to pay the ENGINEER, as compen- sation for his services , fees according to the following a Principal $45 00/hr b Registered Civil Engineer $37 50/hr c Associate Civil Engineer $32 50/hr. d Construction Inspector . . . $27 50/hr e Draftsmen and other Engineering Technicians $25 00/hr f Two Man Survey Crew . $80 00/hr g Secretary $12 50/hr h Actual costs of direct expenses incurred for work and services requested by the CITY, in cluding but not limited to - additional insurance coverage if required by the CITY - automobile at $0 25 per mile - lodging and meals - lona distance telephone , telegraph - postage - cost for outside professional consultants required for the work, plus 15% administrative costs - materials required for the job and used in drafting and allied activities , including printing and reproduction costs SECTION 7 INDEPENDENT CONTRACTOR Engineer shall be an independent contractor at all times without direct City control or supervision of his performance of his duties hereunder However, the City reservies the right to request reports concerning the amount of time and similar matters required by Engineer to perform the duties covered under this contract Page 3 of 5 err+ SECTION 8 INDEMNITY City agrees to defend, indemnify and hold harmless ENGINEER from any and all claims , disputes , controversies or lawsuits arising from or relating to work or services performed by ENGINEER pursuant to the terms of this Agreement while he is serving in the capacity of the consulting City Engineer/Director of Public Works SECTION 9 ENTIRE AGREEMENT This agreement supersedes any and all other agreements , either oral or in writing, between the parties hereto with respect to the subject matter hereof , and no other agreement , statement , or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding 7 SECTION 10 AMENDMENTS TO AGREEMENT This agreement may be amended from time to time by the mutual written consent of the City and the Engineer SECTION 11 ASSIGNMENT Neither this agreement nor any duties or obligations here- under shall be assignable by the ENGINEER without the prior written consent of the CITY SECTION 12 ATTORNEY ' S FEES If any action of law or in equity is brought to enforce or interpret the provisions of this Agreement , the prevailing party shall be entitled to reasonable attorney' s fees in addition to any other relief to which he may be entitled SECTION 13 NOTICES Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent by first class mail to the CITY at City Administrator City of Atascadero 6500 Palma Avenue Atascadero, California 93422 Page 4 of 5 ' r and to the ENGINEER at 1329 Chorro Street San Luis Obispo, CA 93401 IN WITNESS WHEREOF, CITY and the ENGINEER have executed this Agreement of the day and year first hereinabove set forth CITY OF ATASCADERO BY: L Ralph-Dowell, City Adminis rator Y ,�.,L CARW Qdu JoL Wallace for JoU L Wallace and Associates ATTEST; APPROVED AS TO FOR ,A# y ,Cler; Allan Grimes City Attorney EXHIBIT C .r J, LAW OFFICES ORRICK HERRINGTON & SUTCLIFFE 600 MONTGOMERY STREET SAN FRANCISCO CALIFORNIA 94111 TELEPHONE (415) 392 1122 TELECOPIER (41S) 954 3759 TELEX 70 3520 NEW YORK NEW YORK 10036 SAN JOSE.CALIFORNIA 95113 SACRAMENTO CALIFORNIA 95814 LOS ANGELES CALIFORNIA 90017 1211 AVENUE OF THE AMERICAS SS ALMADEN BOULEVARD SSS CAPITOL MALL 444 SOUTH FLOWER STREET TELEPHONE (212)704.9660 TELEPHONE (406)298 BBDO TELEPHONE (916)447 9200 TELEPHONE (213)624 2470 May 2, 1986 Robert M Jones, Esq City Attorney City of Atascadero P 0 Box 606 Atascadero, California 93423 Re Bond Counsel Services Dear Mr Jones This letter is in response to your request for information about our firm and our experience in the area of assessment district financing This letter first describes Orrick' s general public finance experience and then the firm' s particular assessment financing experience The letter then outlines separately personnel assignments, services to be rendered and our fees I FIRM DESCRIPTION Orrick, Herrington & Sutcliffe is engaged in the general practice of corporate, municipal and commercial law The origins of the firm can be traced back to 1863 when its earliest predecessor firm was organized to represent the San Francisco Bank, a major bank that was later to become United California Bank (now First Interstate Bank of California) Historically, the principal specialities of the firm have been in the corporate and public finance areas The firm' s specialities have developed, however, to include a full range of counseling and litigation services The firm presently has a staff of over 190 attorneys The main offices are located in San Francisco �wr ORRICK HERRINGTON & SUTCLIFFE "fto with branch offices in Sacramento, Los Angeles, San Jose and New York The firm' s practice is organized into the following departments Public Finance and Energy and Environmental Municipal Law Regulation Corporate Securities and Governmental Affairs General Business Labor and Employment Real Estate Practices Taxation Personal Estates and Probate Litigation, Antitrust and Trade Regulation While the departments are generally separate, several groups have been formed with attorneys from more than one department in order to more effectively service certain areas, such as the public power and solid waste/privatization groups which are composed of attorneys from the public finance, energy and environmental regulation and antitrust departments and the housing finance group which is composed of public finance, real estate, tax and corporate attorneys Public Finance Department Orrick is one of relatively few law firms with a national reputation for expertise in public and municipal finance matters, and as such the firm' s legal opinions concerning the validity of the issuance of bonds and the tax-exempt status of interest on bonds are accepted throughout the country Orrick has practiced in this area for over 80 years Orrick is the premier bond counsel firm in California and is among the top few in the country The public finance department presently consists of 49 attorneys and 16 paralegals, the largest such department in the State Of these attorneys, seven are located in our Los Angeles office, two in Sacramento, thirteen in New York and the balance in San Francisco Orrick served as bond counsel on approximately 290 completed financings, involving approximately $13 2 billion in 1985 According to statistics compiled by the Public Securities Association, Orrick ranked second in the country among bond counsel firms in both number and dollar amount of publicly underwritten financings for which it served as bond counsel in 1984 and 1985 Although 2 r ORRICK HERRINGTON & SUTCLIFFE the largest issue for which Orrick served as bond counsel during the past couple of years was $2, 300, 000, 000 in principal amount, a substantial number were less than $5,000,000 The firm serves as bond counsel for the State of California and California state agencies with the power to issue bonds, numerous cities, redevelopment agencies, housing authorities, parking authorities, industrial development authorities, joint powers authorities, water agencies and a variety of special districts and special purpose nonprofit corporations Major projects for which Orrick has served as bond counsel include the Golden Gate Bridge, the George Moscone Convention Center, BART, Candlestick Park, Rancho Seco Nuclear Power Plant and the California State Water Project Orrick' s public finance attorneys have substantial experience with respect to virtually every type of municipal security, including general obligation bonds, assessment bonds, tax increment bonds, sales tax bonds, revenue bonds (for housing, industrial and commercial development, pollution control, water, wastewater treatment, sewage treatment, solid waste, power, alternative energy, student loans, health care, parking, educational, airport, port and *"' other revenue producing projects, programs, loans, leases and installment sales) , refunding bonds, tax, revenue, grant and bond anticipation notes, commercial paper, variable rate demand notes, put bonds, certificates of participation in financing leases or installment sale contracts, leverage leases and sale/leasebacks Orrick' s public finance attorneys are also credited with creating a number of well-known financing techniques, including California charter city financing for nonpublic improvements, residential rehabilitation financing in California, combining sale/leasebacks of municipal facilities (such as the Oakland Museum) with the issuance of bonds to finance other facilities, certificates of participation in leases or annuity contracts to fund unfunded pension liabilities, the nameplate capacity theory of structuring power revenue bonds involving sale of power to investor owned utilities, variable rental lease financings, use of tender options in connection with single family housing bonds, compound interest bonds, the senior/subordinate bond structure used in connection with single family housing bonds to solve certain arbitrage limitations imposed by the VAW 3 L ORRICK HERRINGTON & SUTCLIFFE Mortgage Subsidy Bond Tax Act of 1980 or otherwise to differentiate and improve the rating of the senior bonds, solar home improvement loans, FNMA collateralized multifamily housing bonds and several other programs and innovations In addition, Orrick has frequently been called upon to draft or otherwise assist in the enactment of legislation to permit or facilitate particular financing techniques Several Orrick attorneys are among the very small number of public finance attorneys in the country with a national reputation for expertise in federal tax questions relating to municipal bonds In addition, they comprise what is probably the largest, most able and highly regarded group of arbitrage lawyers in the country Recently, their tax work has opened the door to three year unlimited arbitrage investment of the proceeds of tax-exempt commercial paper and to the recovery out of arbitrage profits of fees for letters of credit and similar credit enhancement devices used in connection with a number of different types of tax-exempt debt They also are able to perform computer arbitrage calculations and to offer certain issuers guidance with respect to arbitrage compliance both for and apart from any particular series of bonds In addition to acting as bond counsel, Orrick also acts as underwriters' counsel, issuers' counsel, special tax counsel, trustee' s counsel, company counsel, credit provider counsel and lenders' counsel in connection with the issuance of tax-exempt bonds During the past two years, for example, Orrick acted as underwriters' counsel on one or more bond issues for virtually every national and many regional investment banking firms and a number of major commercial banks Although the bulk of Orrick' s public finance practice has traditionally been in California, the firm regularly (and, especially since the opening of its New York office in August 1984, increasingly) acts as bond counsel or underwriters' counsel outside of California For example, Orrick has served as bond counsel in Alabama, Alaska, Arizona, Colorado, Florida, Hawaii, Guam, Idaho, Indiana, Iowa, Michigan, Montana, Nevada, Northern Mariana Islands, Oregon, Tennessee, Texas, Utah and Washington, and as _ underwriters' counsel in almost two-thirds of the states 4 ORRICK HERRINGTON & SUTCLIFFE *#AW Municipal Law Practice In addition to bond counsel services, Orrick also serves as general counsel to a number of public entities In connection with its litigation and labor practice, the firm counsels public entities and others in various municipal law matters, including activities presenting eminent domain, redevelopment, real estate, environmental, antitrust, labor, pension, civil rights and constitutional issues Also, in the face of California' s increasingly complex legislative and regulatory environment, a separate governmental affairs department was formed a couple of years ago and is headquartered at the firm' s Sacramento office That department advises clients as to current legislative and regulatory developments, drafts and shepherds legislation through the legislative process, counsels on federal and state campaign and election law matters and lobbies on a variety of legislative, administrative and regulatory matters II SPECIAL ASSESSMENT FINANCING EXPERIENCE We have had extensive experience acting as bond counsel on assessment district financing in California, from San Bernardino County to Del Norte County and from the Bay Area Counties to Inyo County, including among others the Counties of San Bernardino, Kern, Fresno, San Francisco, San Mateo, San Luis Obispo, San Joaquin, Monterey, Santa Cruz, Marin, Humboldt, Del Norte, Placer, El Dorado and Inyo and the Cities of Folsom, Modesto, San Jose, Millbrae, and San Leandro (together with numerous projects in Reno and Sparks, Nevada) Ongoing bond counsel relationships include the cities of Stockton, Modesto, San Leandro, San Jose, Folsom and Reno and Sparks, Nevada, the Counties of Sacramento, Fresno, Inyo and San Luis Obispo and the Fresno Metropolitan Flood Control District As bond counsel, we have been directly involved in numerous policy review sessions concerning the use of assessment district financings of public improvements and the establishment of procedures in connection therewith We were recently engaged by the Board of Supervisors of Sacramento County to be counsel for all future assessment proceedings to be conducted by the County On the basis of such experience, we can provide substantial assistance to the City in reviewing and developing overall assessment district financing policies and procedures, in addition to carrying out financings for which policies are already established 5 C ORRICK, HERRINGTON & SUTCLIFFE In addition to serving as bond counsel for assessment district financings under the 1911, 1913, 1915 and 1951 Acts, we have served as bond counsel in recent years in connection with warrants secured by assessments issued by irrigations districts, community services districts, county water districts and county water agencies In addition to numerous parking assessment district financings, we have served as bond counsel in connection with bonds secured by benefit assessments issued by every one of the eight water storage districts in California We are intimately familiar with all aspects of securities law disclosure requirements, and thus can assist the City in assuring that any official statements or other publicly distributed documentation concerning assessment bonds comply with such laws We were among the leaders in organizing the California Assessment Bond Underwriters Association (the only statewide organization relating to assessment financing) , having conducted the negotiations and prepared the articles of incorporation and by-laws for such association We have maintained our special relationship with this association, being the lead draftsman, in conjunction with the association and the Public Securities Association, for bond legislation concerning the 1911, 1913, and 1915 Acts In 1970, we approved the issuance of $3, 010, 869 97 principal amount of Improvement Bonds, County of San Luis Obispo, Atascadero Assessment District No 1 The validity of these bonds was challenged under the so-called "one-man, one-vote" principle, and the validity of the issue was upheld in the landmark decision of O'Keefe v Atascadero County Sanitation District, 21 Cal App 3d 719 ( 1971) Finally, it should be noted that our office initiated and handled the two major recent test cases supporting the use of assessment bond financing in California These cases were County of Fresno v Malmstrom, 94 Cal App 3d 974 ( 1979) and County of Placer v Corin, 113 Cal App 3d 443 (1980) A list of our recent assessment financing experience is attached hereto as Appendix A A list of representative references is attached hereto as Exhibit B 6 C C ORRICK HERRINGTON & SUTCLIFFE 1imr III EXPERIENCE IN SAN LUIS OBISPO COUNTY AND SURROUNDING REGION Our firm has experience working as bond counsel on assessment district financings in the County of San Luis Obispo as early as 1926 These financings include approximately eight assessment bond transactions issued by either the City of San Luis Obispo or the County of San Luis Obispo going back only as far as 1960 Carlo Fowler worked as the lead, responsible attorney on nearly all of these assessment issues Further information about and a detailed list of these assessment transactions can be provided, should you so desire In addition to assessment transactions, Orrick has worked as bond counsel on other types of financings in San Luis Obispo County including short-term revenue transactions, school district revenue and general obligation bonds and water revenue bonds IV PERSONNEL, SERVICES Subject to approval by the City, we would expect to assign the following attorneys to the City' s financing program Carlo S Fowler and Antonia Dolar Primary overall responsibility for the financing program on behalf of the firm would be taken by Carlo S Fowler, who has been a partner in the firm for eighteen years and has practiced exclusively in the area of municipal finance law during that time, with extensive experience in special assessment financing, revenue bond financing, lease financing and water and public power financing Ms Dolar is a senior associate in the firm' s public finance department and would be expected to do a substantial portion of the work involved in the program, but would at all times work under the close supervision of Mr Fowler Ms Dolar is located in the firm' s San Francisco office Brief resumes for these attorneys follow Carlo S Fowler, born New York, N Y , 1932, admitted to bar, 1960, California Education Yale University (B E , 1954) , Harvard University (LL B , 1959) Law Clerk to Hon Gilbert H Jertberg, U S Court of Appeals, Ninth Circuit, 1959-1960 Antonia Dolar, born Kelkheim, Germany, 1947, admitted to bar 1983, California Education Sonoma State University (B A , 1972) , University of California, Berkeley (M S W , 1975 ) , University of San Francisco (J D , 1983 ) Editor-in-Chief, U S F Law Review Ms Dolar has worked on various assessment proceedings for the San Joaquin County 7 ORRICK HERRINGTON & SUTCLIFFE cities of Modesto, Millbrae, San Leandro and other cities She is currently working on assessment district financings for the City and County of San Francisco and for the County of Sacramento Our services in the capacity of special bond counsel to the City would include the rendering of all legal services required in the conduct of the special assessment proceedings and the issuance of bonds therein, including (1) Consultation with appropriate representatives of the City, including the City Attorney, and with the City' s engineers and underwriter and any other special consultants to the City to assist in the formulation of an overall coordinated financial, engineering and legal program in order to accomplish the financing (2 ) Preparation of a timetable setting forth the actions required to accomplish the financing, including allocation of responsibility therefor (3) Preparation of all legal proceedings for the formation of the assessment district and the levy of the assessment therein, including preparation of all necessary resolutions, forms, notices, affidavits and other documents (except those to be prepared by the engineers) required in connection with the levy of the assessment (4) Review of certain documents to be prepared by the engineers, including the plans and specifications for the project, the boundary map of the assessment district, the assessment, the assessment diagram and the Engineer' s Report, and advice and assistance in connection therewith (5) Review of any environmental impact studies, reports or other proceedings, but we would not be responsible for the preparation or content of such documents (6) Attendance at the public hearing or hearings on the assessment to be levied in said proceedings and the rendering of assistance thereat in the conduct of such hearing or hearings, and attendance at such other meetings or hearings as shall be deemed necessary for the proper conduct of the proceedings, but we would not anticipate general appearances before each meeting of the City Council (7) Rendering of legal advice to the City and the City Attorney and the City' s consulting engineers and any low 8 ORRICK HERRINGTON & SUTCLIFF\\E other special consultants to the City throughout the course of the proceedings for the levy of the assessment (8) Preparation of all legal proceedings for the authorization, issuance and sale of the improvement bonds in said proceedings upon the unpaid assessments, including preparation of the resolution authorizing the issuance of such bonds and setting forth the terms and conditions thereof and the resolution providing for the sale of the bonds (9) Review, as to those matters that are related to the issuance and sale of the bonds, of the official statement describing the bonds to be prepared by the underwriter, and participation in meetings reviewing the official statement describing the bonds; but we would not be responsible for the preparation or content of such document (10) Preparation of the documents required in connection with the award of the bid for the construction of the project ( 11) Assistance in connection with securing investment ratings for the bonds, including attendance at and participation in meetings with bond rating agencies, if requested ( 12) Examination of the proofs of the bonds, preparation of the final closing papers required to effect the delivery of the bonds and organization of and attendance at the bond closing (13) The rendering of a final approving legal opinion on the validity of the bonds and the tax-exempt status of interest thereon, and the rendering of such other legal opinions as may be appropriate in connection with the delivery of and receipt of payment for the bonds Our services would not include representation of the City in any eminent domain proceedings or in any litigation challenging the validity of the proposed financing or the transactions contemplated by this letter, but if such services are requested should such circumstance arise, we would be pleased to perform them on such terms as might be _ mutually agreed to at that time It is understood that we would act as special bond counsel to the City in connection with such proposed financing in consultation with the City Attorney, and that all matters to be submitted to the City Council for 9 C C ORRICK HERRINGTON & SUTCLIFFE +41111111i consideration would be forwarded by us to the City Attorney for review prior to presentation to the City Council V FEES Our fees for the above outlined services would be computed on the basis of the total assessment levied in each of said proceedings and would be calculated on the basis of two per cent (2%) of the first one million dollars ($1,000, 000) of the assessment levied, to be reduced to one per cent (1%) of the next one million dollars ($1, 000, 000) of the assessment levied and one-half of one per cent ( 1/2 of 1%) of the assessment levied in excess of two million dollars ($2,000,000) , plus reimbursement for all out-of-pocket expenses incurred in connection therewith, provided that all costs of bond printing shall be paid for as an incidental expense in said proceedings and not included within the above compensation Such compensation would be contingently payable only following receipt of the proceeds of the sale of the improvement bonds issued in said proceedings VI CONCLUSION We believe that Orrick., Herrington is uniquely well qualified to act as bond counsel for the City' s assessment proceedings We feel that we would bring the following distinctive qualities to the program 1 A national reputation placing us among the top few bond counsel firms in the country and clear recognition as the first-ranking firm in California Our opinion will be unhesitatingly accepted by underwriters and rating agencies 2 The amount and diversity of our experience, as described herein, make it more likely that we would be familiar with a range of financial alternatives and their legal consequences that the City might wish to consider and that we would be able to structure the legal aspects of the financing in the most straightforward and least burdensome fashion to achieve the City' s objective 3 A commitment to thorough and innovative legal work, reasonable cost, care that the substance and mechanics of the financing work as intended and that the interests of the City are served and protected 10 ORRICK HERRINGTON & SUTCLIFFE We enjoyed the opportunity to meet with you and other members of the City Staff earlier this week and to present our qualifications and to learn more about the project If there are any matters in this letter which require further amplification, please do not hesitate to contact us We would look forward to working with you on this project Respectfully submitted, ORRICK, HERRINGTON & SUTCLIFFE By CRL7 ✓' b&t- Antonia Dolar May 12, 1986 ATTEST: CITY OF ATASCADERO 1 ROBERT M. ROLFE NEL ON v City Attorney Mayor APPROVED AS TO FORM: 45 - 70BEN M. JONES, City Attorney APPRO D AS TO CONTENT: M. JONES City Attorney -- �nrr 11 EXHIBIT p Security Pacific Capital Markets Group Public Finance 300 South Grand Avenue,8-211•21st Floor Cos Angeles,California 90071•Telephone(213)229-1440 May 9, 1986 Mr David Jorgenson Finance Director City of Atascadero 6500 Palma Avenue Atascadero, California 93423 Dear Mr Jorgenson Security Pacific Capital Markets Group proposes to provide investment banking services for the City of Atascadero in connection with the financing of sewer improvements for two or possibly three non-contiguous areas of the City It is our understanding that the 14#* aggregate size of this financing will be approximately $1 5 million Security Pacific Capital Markets Group will provide all investment banking services to the City of Atascadero, including, but not limited to financial analysis and feasibility review of the sewer improvement project , preparation of debt service schedules and determination of the components of the issue size, preparation of the disclosure statement , coordination of all parties involved in the financing , including bond counsel and other outside consultants , arrangement for trust or paying agent services, and the sale of bonds and delivery of the funds Our fee for these services is contingent upon the successful sale of the bond issue Our fees will be paid out of the proceeds of the issue and will be represented by a discount These fees will not exceed 3% of the issue size We currently anticipate, based on our discussion, that our fee will be 2 75% We will commit to this fee provided that the financing does not become more complicated than we currently anticipate --" In addition, the discount includes the cost of travel for Security Pacific professionals to Atascadero for meetings as requested by the City, and travel expenses to San Francisco as required for the closing of the issue and other document review sessions which may be held in bond counsel offices We will also evaluate the benefits and costs of credit enhancement or other approaches to the financing and provide appropriate computer support low /��Dnign CSECURITY o ACC �� BANK Mr David Jorgenson May 9, 1986 continued Other expenses which will be incurred by the City but are not included in the above discount include the cost of bond counsel , the cost of trustee or paying agent services, the cost of printing the official statement and the bonds , the reporting fee for the California Debt Advisory Commission , the cost of hiring other outside consultants, including engineering consultants, and any costs the City incurs in connection with holding public hearings and providing property owners with notices We look forward to serving the City of Atascadero If you desire to begin work on this assessment bond project as proposed by Security Pacific Capital Markets Group, please so indicate by your endorsement below Sincerely, William E Straw Vice President May 27, 1986 City of Atascadero RZ LFE NELSON Mavor 400,