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HomeMy WebLinkAboutRES CC 1992 881 1992 0819RESOLUTION NO. 92- 8 81 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK MAKING CERTAIN PROFESSIONAL APPOINTMENTS FOR ITS ASSESSMENT DISTRICT NO. 92 -1 AND DIRECTING THAT CERTAIN ACTS BE TAKEN IN FURTHERANCE OF THE DISTRICT'S FORMATION WHEREAS, the City Council of the City of Moorpark has considered all matters relating to the proposed construction of certain public improvements pursuant to the Municipal Improvement Act of 1913, and for the issuance of the bonds under the Improvement Bond Act of 1915 to represent special assessments to be levied against properties within a proposed Assessment District to be designated as Assessment District No. 92 -1; WHEREAS, the public interest and convenience requires the construction of said improvements; and NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND DECLARED by the City Council of the City of Moorpark, California as follows: SECTION 1. That the firm of Charles Abbott Associates is hereby designated and appointed Engineer of Work and employed to do and perform all engineering work necessary in and for the proceedings, including preparation of the description of improvements, the boundary map, and the estimate of costs and the Assessment Diagrams, with compensation in accordance with the Engineer's Rate Schedule and reimbursement provisions of the service contract between the City and Charles Abbott Associates. SECTION 2. That the firm of Burke, Williams, Sorensen & Gaar, Attorneys at Law, is hereby designated and appointed special counsel with respect to the assessment proceedings and is employed to perform all legal work relating to said assessment proceedings. Fees and costs for such work shall be set forth in the Agreement for Bond Counsel Services dated August _, 1992, attached hereto as Exhibit A and incorporated herein by reference. SECTION 3. That the City's Director of Public Works is hereby appointed Superintendent of Streets for all purposes with respect to the City's Assessment District No. 92 -1, without additional compensation. As Superintendent of Streets, he is authorized and directed to do and perform all duties imposed upon the Superintendent of Streets pursuant to the Municipal Improvement Act of 1913, as amended, being Division 12 of the Streets and Highways Code of the State of California, excepting those duties and responsibilities which have been or will be -- ,.1 assigned to the Engineer of Work. All certificates or documents required to be signed by or kept on file by the Superintendent of Streets for said project shall be kept on file with the City Clerk. SECTION 4. The City Clerk shall certify the adoption of this Resolution and thenceforth and thereafter same shall be in full force and effect. PASSED, APPROVED AND ADOPTED this 19th day of August, 1992. ATTEST: 'tillian Kellerman, City Clerk EXHIBIT A AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT for Bond Counsel Services (the "Agreement ") is entered into as of the day of August, 1992, by and between the CITY OF MOORPARK, CALIFORNIA, a municipal corporation (the "City ") and BURKE, WILLIAMS, SORENSEN & GAAR, Attorneys at Law, a partnership including professional corporations ( "Bond Counsel "). WHEREAS, it is proposed that the City will issue tax- exempt bonds (the "Bonds ") to finance the acquisition of (the "Project "); WHEREAS, in order to execute and deliver the Bonds, the City requires the advice and assistance of qualified bond counsel; and WHEREAS, the City has determined that Bond Counsel is qualified to perform the services of bond counsel in the execution and delivery of the Bonds, and Bond Counsel is willing to provide such services. NOW, THEREFORE, IT IS AGREED as follows: 1. Duties. Bond Counsel will provide the following services: (a) Consultation and cooperation with the City Attorney, financial advisor and other consultants, underwriters, staff and employees of the City and assist such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal financing program; (b) Draft or review all resolutions, notices and other documents required by California law for the authorization of the Bonds and for the execution and delivery of the Bonds; (c) Preparation of and /or rendering service and instruction to the City regarding all legal proceedings for the authorization, execution and delivery of the Bonds relating to the Project, including review of the Bonds; certifying the terms and conditions upon which the same is to be executed; preparation of the resolution authorizing the execution and delivery of the Bonds; preparation and /or review of all other documents required for the execution and delivery of the Bonds, and supervising such delivery; preparation and /or review of all other proceedings incidental to or in connection with the delivery of the execution and delivery of the Bonds relating to the Project; (d) . Assist the City's financial advisor and underwriter in the preparation and review of an official statement and other disclosure documents to be used in connection with the offering and sale of the Bonds; (it is understood, however, Bond Counsel will not independently 1.1 verify, or assume responsibility for the accuracy, completeness and fairness of the statements contained therein other than the description of the Bonds and of the legal documents which it has drafted); (e) Provide tax advice, including the review of a non - arbitrage certificate for federal income tax purposes; (f) Determine the need for obtaining a permit to execute and deliver the Bonds under the securities laws (state or federal) or no- action letters from the Securities Exchange Commission and California Corporations Commission and render the Securities Act opinion required by Regulation 15c2 -12; (g) Review a certified transcript of the legal proceedings taken by the City for the authorization, execution and delivery of the Bonds, and review such other reports and documents as the City deems necessary for the purposes of the opinion described below; (h) Preparation and /or review of closing documentation for the Bonds; provision to the City and its counsel of two (2) complete transcripts of the proceedings and financing documentation related to the delivery of the Bonds; (i) Upon completion of proceedings to the satisfaction of Bond Counsel, provide an unqualified legal opinion approving in all regards the validity of the Bonds, the legality of all proceedings for the authorization, execution and delivery of the Bonds and all other transactions relating to the Bonds, and stating that the interest on the Bonds is excluded from gross income for federal tax purposes and exempt from state personal income taxation (subject to certain qualifications), which opinion shall inure to the benefit of the City and the purchasers of the Bonds; and 0) Provide such other and further services as are normally performed by bond counsel. 2. Duties -- Exceptions. The following services are excepted from the services to be rendered for the fees set forth in Section 3 of this Agreement: (a) Any services to be performed in any litigation involving the City; and (b) Any services required to obtain federal, state or other subventions or loans other than the sale and delivery of municipal securities to any federal or state agency. 2.1 -2- 3. Compensation and Payment. (a) Compensation for the services shall be based upon the following percentage schedule: One -half of one percent (.5%) of the first $5 Million of the issue; One - quarter of one percent (.25%) of all sums in excess of $5 million of the issue. (b) In addition to the base legal fee, Bond Counsel shall be compensated for direct out -of- pocket expenses such as travel costs, messenger and delivery services, photocopying, long distance telephone calls and transcript binding, such out -of- pocket expenses not to exceed $4,000. (c) In the event a financial advisor or underwriter is not retained by the City, Bond Counsel, in addition to the base legal fee, shall be compensated for preparation of the preliminary official statement and the official statement in the amount of $5,000. (d) Bond Counsel shall be compensated at the standard rates for comparable municipal work as specified in that certain Agreement for City Attorney Services ( "City Attorney Agreement ") dated July _, 1989, by and between City and Burke, Williams & Sorensen for non -bond services required by the Municipal Improvement Act of 1913, including, but not limited to: (i) Preparation of petition by property owners for district formation; (ii) Preparation of all resolutions necessary to initiate and complete formation of a district; Preparation of notices for posting, publishing and mailing regarding protest hearing, affidavits therefor and attendance at hearing; (iv) Notices of recordation and unpaid assessments; (v) Proceedings related to award of construction contract; and (vi) Any action to validate the proceedings. (e) Any and all fees and expenses under this Agreement shall be paid only from the Bond proceeds when and if the Bonds are issued. In the event the Bonds are not issued, the City will not be obligated for any compensation or reimbursement of any kind. There shall be no charge to the City for any required opinion of the City Attorney. U -3- 4. Responsibilities of the City. The City shall reasonably cooperate with Bond Counsel and shall furnish Bond Counsel, as requested, with copies of all proceedings taken by the City, and such other matters as are reasonably deemed necessary by Bond Counsel to render an opinion upon the validity of such proceedings. 5. Termination of Agreement. Notwithstanding any other provisions of this Agreement, this Agreement may be terminated, with or without cause, by the City or the Bond Counsel at any time by giving written notice to the other party. In the event of termination, all finished and unfinished documents, exhibits, project data, reports and evidence shall, at the option of the City, become its property and shall be delivered to it by Bond Counsel. 6. Indemnification and Insurance. Sections 5 and 6 of the City Attorney Agreement are incorporated by reference as if fully set out herein. 2.1 -4- IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers and representatives duly authorized, on the day and year first above written. CITY OF MOORPARK, CALIFORNIA By: - Title: n.i -5- BURKE, WILLIAMS, SORENSEN & GAAR Lo n.1 Norman E. Gaar, Esq. 1 i'= t F OWN 799 Moorpark Avenue Moorpark, California 93021 (805) 529 -6864 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) I, Lillian E. Kellerman, City Clerk of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 92 -881 was adopted by the City Council of the City of Moorpark at a meeting held on the 19th day of AUGUST 1992, and that the same was adopted by the following vote: AYES: COUNCILMEMBERS MONTGOMERY, PEREZ, TALLEY, WOZNIAK AND MAYOR LAWRASON NOES: NONE ABSENT: NONE ABSTAIN: NONE WITNESS my hand and the official seal of said City this 25th day of AUGUST 1992. 1Z, _ t'1'- an E. Kel -er an PAUL W. LAWRASON JR. JOHN E. WOZNIAK SCOTT MONTGOMERY BERNARDO M. PEREZ ROY E. TALLEY JR. Mayor Mayor Pro Tem Councilmember Councilmember Councilmember Printed On Recycled Pane,