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HomeMy WebLinkAboutAGENDA REPORT 1985 0304 CC REG ITEM 10AALBERT PRIETO Mayor JAMES D. WEAK Mayor Pro Tern THOMAS C. FERGUSON Councilmember DANNY A. WOOLARD Councilmember LETA YANCY- SUTTON Councilmember DORIS D. BANKUS City Clerk JOHN C. GEDNEY City Treasurer MOORPARK M E M O R A N D U M TO: The Honorable City Council FROM: Steven Kueny, City Manager DATE: March 1, 1985 SUBJECT: Acceptance of Proposal for Bond Counsel Services for Single Family Revenue Bond Program BACKGROUND: � r STEVEN KUENY City Manager CHERYL J. KANE City Attorney NIALL FRITZ Director of Community Development R. DENNIS DELZEIT City Engineer JOHN V. GILLESPIE Chief of Police The City's underwriter (Stone & Youngberg) has provided an analysis of the costs and related contingencies and experience of the four firms proposing to provide bond counsel services. In addition to bond counsel services, the City Attorney will need to review certain documents on behalf of the City. These costs will come from the proceeds of the bond sale or from developer deposits. The attached letter generally describes the services required of the City Attorney. While the cost cannot be pre- dicted, it should be noted that all of the four (4) firms have acted successfully on numerous issues. The documents are generally standard, taking into consideration the differences between the actual issue, i.e., the issuing agency (City) and developments involved. The City Attorney costs should be kept at a minimum for these reasons. I am recommending the firm of Stradling, Yocca, Carlson & Routh as the Bond Counsel for this issue. It is the lowest of the three (3) firms with experience in California issues. While the Gaar and Bell proposal is the least expensive and includes the City Attorney's firm, Burke, Williams & Sorensen, as Co -Bond Counsel in association with them, it is important to have a firm experienced in California issues due to the relatively short time period to sell bonds. It is also important since it is the City's first bond program of any type. 799 Moorpark Avenue Moorpark, California 93021 (805) 529 -6864 The Honorable City Council Page 2 March 1, 1985 Re: Bond Counsel Services The retention of Stradling, Yocca, Carlson & Routh also has the advantage of providing a separate review process as explained in the City Attorney's letter. RECOMMENDED ACTION: Retain Stradling, Yocca, Carlson & Routh as Bond Counsel and authorize the Mayor and City Clerk to execute the agreement on behalf of the City. NOTE: The agreement has been transmitted to the City Attorney for review and it will be revised to include a not to exceed of $5,000.00 for the out -of- pocket expenses. SK: ddb attachments STONE & YOUNGBERG MEMBERS: PACIFIC STOCK EXCHANGE February 28, 1985 Mr. Steven Kueny City Manager City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Re: Bond Counsel Services for $20,000,000 Single Family Mortgage Revenue Bond Issue of 1985 Dear Steve: I have reviewed the four proposals which you received for bond counsel services from: Gaar & Bell, Overland Park, Kansas Jones Hall Hill & White, San Francisco, California Stradling, Yocca, Carlson & Rauth, Newport Beach, California Orrick, Herrington & Sutcliffe, San Francisco, California For purposes of clarification, enclosed is an outline of the fees and "add ons ", as well as the experience of each firm. As you can see from the table, Gaar & Bell have offered the City the lowest fees. It is the intention of Gaar & Bell to act as bond counsel in association with Burke, Williams & Sorensen. Based upon fees, it would appear that Gaar & Bell represents the most advantageous choice for the financing. My only reservation is that neither Burke, Williams & Sorensen, nor Gaar & Bell have rendered legal opinions with respect to California bond issues or have experience in California securities law. As you are aware, housing financings are extremely complex and require a great deal of attention to detail in the documents. In addition, California law requires issuers to sell bonds within 90 days of receipt of their allocations. You received your allocation on February 13 and now have but 74 days to sell. Clearly, we would be concerned with any factor that might affect the timing of the bond issue. ONE CALIFORNIA STREET - SAN FRANCISCO, CALIFORNIA 94111 • (415) 981 -1314 Mr. Steven Kueny February 28, 1985 Page 2 Nonetheless, in our opinion, the four firms which have submitted proposals are qualified to act in the capacity of bond counsel and have legal opinions that would be accepted in the market. We are prepared to work with whomever the City Council selects as Bond Counsel and will commit our full resources to structuring and marketing the financing within the constraints set forth by State law and market pressures. Yours very truly, STONE �& YOUNGBE G Pamela R. Wiget PRW:cn Enc. /0291p Name of Firm Orrick, Herrington & Sutcliffe Stradling, Yocca, Carlson & Rauth Jones Hall Hill & White Gaar & Bell Burke, Williams & Sorensen I •., Fees for Services Add -Ons $679500 Out -of- pocket expenses, including travel Contingent Noncontingent, from developers fees only $45,000 Out -of- pocket expenses, Noncontingent, including travel from developers outside of Southern fees only California $56,250 Out -of- pocket expenses, except travel within California - will do cash flow verifications for $5,000 (saves the bond issue $4,000 - $6,000) Experience Extensive California experience. Extensive California experience Totally contingent Extensive California experience $35,000 Out -of- pocket expenses Totally contingent Extensive not to exceed $5,000 experience in Kansas & Missouri (Gaar & Bell) MARTIN J. BURKE' GEORGE W TACKABURY' JAMES T. BRADSHAW, JR.- MARK C, ALLEN, JR.- RICHARD R. TERZIAN' MARTIN L. BURKE' CARL K. NEWTON' J. ROBERT FLANDRICK' DENNIS P. BURKE' LELAND C. OOLLEY' COLIN LENNARD' R. MICHAEL WILKINSON* BRIAN J. SEERY' THOMAS J. FEELEY* NEIL F. YEAGER* BRIAN A PIERIK' KATHERINE E. STONE' CHARLES M. CALDERON. 'PROFESSIONAL CORPORATION THOMAS H. DOWNEY PETER M. THORSON HAROLD A BRIDGES CHERYL J. KANE RAYMOND J. FUENTES VIRGINIA R. PESOLA S. PAUL BRUGUERA MICHELE R. VADON B. DEREK STRAATSMA NEIL C. EVANS SCOTT F. FIELD CRISTINA L SIERRA JOHN W BELCHER DANIEL D. LAUFENBERG BENJAMIN S. KAUFMAN MICHAEL J. LONG ELLEN M. BENDER LAW OFFICES BURKE, WILLIAMS & SORENSEN ONE WILSHIRE BUILDING 624 SOUTH GRAND AVENUE, IITN FLOOR TELEPHONE: (2131623-1900 LOS ANGELES, CALIFORNIA 90017 TELECOPIER: (213) 623 -8297 TELEX: 671 -1271 CABLE ADDRESS BWSLA UW February 25, 1985 HARRY C. WILLIAMS (1912 -1967) ROYAL M. SORENSEN (1914-1983) Steven Kueny, City Manager City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Dear Steve: OF COUNSEL DWIGHT A. NEWELL GEORGE W. WAKEFIELD This letter is designed to describe the legal services a City Attorney is called upon to provide in con- nection with the City's single- family mortgage revenue bonds, whoever is retained as bond counsel. The City Attorney, in connection with bond offerings, is customarily requested to express a written opinion that the execution and delivery of various documents are not in con- flict with any law, regulation, court order or agreement to which the City is a party. In order to do that, it is neces- sary that we be completely familiar with the procedures that the City Council is asked to undertake, be satisfied that the procedures are in accordance with law and compare the pro- cedures to any previous City Council actions with which a conflict might occur. In addition, the City Manager, City Clerk and some- times the Mayor are requested to make a number of representa- tions concerning the City Council resolutions and ordinances and the various bond documents. We consider it appropriate that the City's general attorney assist the City Manager, City Clerk and Mayor in reviewing the warranties that they are requested to make and advise them concerning such warranties. RECEIVED F F R 2 7 1985 City of Monrnn,l Steven Kueny, City Manager City of Moorpark February 25, 1985 Page 2 The foregoing services are services that are necessary irrespective of whether the bond counsel is associated with us or is separate from this firm. In the event separate bond counsel is retained, we will charge the hourly rate that we have heretofore agreed upon with the City. In the event the City Council deter- mines to proceed upon the proposal of Garr & Bell, this office contemplates being compensated from the proceeds of the issue as a portion of the Garr & Bell fee and will not independently bill the City for reviewing the documents. The time that is required to review the pro- ceedings is dependent in large measure upon the certifi- cations that are requested from City officers and the opinion that is requested from the City Attorney. Please advise me if I can be of any further assistance in this matter. Very truly yours, CHER . KANE CITY ATTORNEY, MOORPARK; and BURKE, WILLIAMS & SORENSEN CJK /am AGREEMENT RE BOND COUNSEL SERVICES The City of Moorpark (hereinafter referred to as "City ") and Stradling, Yocca, Carlson & Rauth, a Professional corporation, (hereinafter referred to as "Bond Counsel ") hereby agree as follows: 1. SERVICES City retains Bond Counsel to provide, and Bond Counsel will provide, legal services in connection with the City's issuance of single family mortgage revenue bonds (hereinafter referred to as the "Bonds "). Such services shall include but not be limited to the rendering of a legal opinion (hereinafter referred to as "the opinion ") pertaining to the issuing of the Bonds to the effect that a. the Bonds have beenproperly authorized and issued and are valid and binding obligations; b. the essential sources of security for the Bonds have been legally provided; and C. all interest on the Bonds is exempt from federal and California income taxation. Bond Counsel's services will also include compiling a sufficient record justifying the opinion by i. researching applicable laws and ordinances relating to the proposed issue; ii. attending conferences and consulting with City staff and counsel regarding such laws, and need for amendments thereto, or additional legislation; participating with any financial advisors, underwriters or other experts retained by the City in structuring the issuance of the Bonds; iv. supervising and preparing documentation of all steps to be taken through the issuance of the Bonds including: a. drafting all resolutions, rules and regulations of City and all other basic documents relating to the security of the Bonds, in consultation with City, its counsel and financial advisors, underwriters and other experts; b. preparing the record of proceedings for the authorization, sale and issuance of the Bonds; C. preparing documents relating to the financing, including the loan agreements, the regulatory agreements, and the indenture; d. assisting in the preparation of the official statement or placement memorandum and supporting documentation relating to the offering for sale of the Bonds; e. reviewing the Bond purchase contracts or the bidding documents and participating in the related negotiations; f. attending information meetings and other conferences scheduled by the City, the financial advisors or the underwriter; g. consulting with prospective purchasers, their legal counsel and rating agencies; h. consulting with counsel to City concerning any legislation or litigation during the course of the financing; i. consulting with the trustee and counsel to the trustee; j. preparing the form of the Bonds, and supervising their production or printing, signing, authentication and delivery; k. rendering the final approving opinion as to the validity of the Bonds for use and distribution upon their issuance; and 1. rendering any necessary collateral legal opinions as to the inapplicability of the registration requirements of federal securities laws and other matters related to the issuance of the Bonds. 3679p/9999/00 -2- 2. INDIVIDUALS RESPONSIBLE FOR PROVIDING SERVICES City agrees to accept and Bond Counsel agrees to provide the aforementioned services primarily through David R. McEwen, as assisted by Robert J. Whalen and Lewis G. Feldman. Should any of the above attorneys be unable to provide such services due to death, disability, or similar event, Bond Counsel reserves the right to substitute unilaterally another of its attorneys to provide such services, and such substitution shall not alter or affect in any way Bond Counsel's or City's other obligations under this agreement. 3. FEE a. Basic Fee City agrees to pay Bond Counsel a fee in accordance with the schedules attached hereto, provided that payment of such fee is entirely contingent upon the successful sale of the Bonds, and payment thereof is to be made from City's other obligations under this agreement. b. Out -of Pocket Expenses City also agrees to reimburse Bond Counsel for out -of- pocket expenses incurred in connection with the provision of the aformentioned services, including i. telephone, telex, and telegram charges, ii. messenger and delivery charges, iii. traveling expenses, ,- " � 1 iv. document production charges, and V. similar out -of- pocket expenses. City further agrees that should City collect an application fee from potential developers and /or lending institutions, City will reimburse Bond Counsel for the aforementioned out -of- pocket expenses even if the Bonds are not sold, but such reimbursement shall be made only to the extent that the funds collected from developers and /or lenders are adequate to pay Bond Counsel's out -of- pocket expenses after the fjJ City has been reimbursed for all of its costs incurred in connection with the issuance of the Bonds, including printi costs, rating agency fees, fees for any feasibility study n�a d other similar costs. P 1 3679p/9999/00 -3- 4. Follow -Up Services Bond counsel agrees to provide without additional cost normal follow -up consultation and related services following sale of the Bonds. Should City require Bond Counsel to provide extra- ordinary services after sale of the Bonds, such services shall be provided at an additional fee to be agreed upon at a later date. Date: Date: CITY OF MOORPARK By STRADLING, YOCCA, CARLSON & RAUTH a Profe ional Corporation By David R. Mc en 3679p/9999/00 -4- EXHIBIT 1 Basic Fee: The fee for the services described in the Agreement to which this Schedule is attached shall be based upon the total principal amount of bonds authorized and sold and will be computed in accordance with the following schedule: Total Principal Amount of Bonds Sold $10,000,000 or less $10,000,001 or more Fee $35,000 $35,000 plus 1 /10 of 10 of the excess over $10,000,000 Out -of- Pocket Expneses: In addition to the Basic Fee, Bond Counsel shall be reimbursed for out -of- pocket expenses incurred in connection with long distance telephone calls, telegrams, outside messenger service, document production and reproduction, travel outside of Southern California at the / City's request and similar items. / i 3679p/9999/00 -5- STRADLING, YOCCA, CARLSON & RAUTH PROPOSAL OF STRADLING, YOCCA, CARLSON & RAUTH FOR BOND COUNSEL SERVICES FOR THE CITY OF MOORPARK, CALIFORNIA February 22, 1985 JOHN E. BRECKENRIDGE DARYL H. CARLSON OF COUNSEL TELECOPIER (714) 640 -7332 Stradling, Yocca, Carlson & Rauth is pleased to submit this proposal to provide bond counsel services in connection with the issuance of single family mortgage revenue bonds by the City of Moorpark. A. ORGANIZATION, CREDENTIALS AND EXPERIENCE By way of brief reintroduction, we are a firm of 41 lawyers specializing in municipal finance, public law, corporate finance, corporate law and business litigation. In the area of municipal finance, we enjoy a national reputation as bond A PROFESSIONAL CORPORATION R. STRADLING SCOTT E. MCCONNELL ATTORNEYS AT LAW . YOCCA RENA C. STONE ,IG CARLSON RANDALL J. SHERMAN 660 NEWPORT CENTER DRIVE, SUITE 1600 ,M R. RAUTH 111 BRUCE FEUCHTER C.AAF LAWRENCE D. FRENZEL POST OFFICE BOX 7680 RD GOODMAN MARK J. M J. MURPHY PEG] A. GROUNDWATER NEWPORT BEACH CALIFORNIA 9266 0-6401 i �S P. CLARK, JR. DONALD J. HAMMAN TELEPHONE (714) 40 -7035 ) FRYDMAN JOHN J. SWIGAR , JR. R. MCEWEN NEILA R. BERNSTEIN _. GALE TONY L. LOWE ,pH C. SHEPARD CHRISTOPHER J. KILPATRICK kLBOT NANCY RADER WHITEHEAD C. STUART LEWIS G. FELDMAN -AS F. HIGHAM SYLVIA O. LAUTSCH T YEAGER CLARK H. LISENSON IT J. WHALEN ERNEST W. KLATTE III !T E. RICH LAWRENCE B. COHN J. TENNYSON ANN D. CATRON S A. PISTONE PROPOSAL OF STRADLING, YOCCA, CARLSON & RAUTH FOR BOND COUNSEL SERVICES FOR THE CITY OF MOORPARK, CALIFORNIA February 22, 1985 JOHN E. BRECKENRIDGE DARYL H. CARLSON OF COUNSEL TELECOPIER (714) 640 -7332 Stradling, Yocca, Carlson & Rauth is pleased to submit this proposal to provide bond counsel services in connection with the issuance of single family mortgage revenue bonds by the City of Moorpark. A. ORGANIZATION, CREDENTIALS AND EXPERIENCE By way of brief reintroduction, we are a firm of 41 lawyers specializing in municipal finance, public law, corporate finance, corporate law and business litigation. In the area of municipal finance, we enjoy a national reputation as bond counsel, serving communities throughout California, and on occasion, local issuers in other states. During the past two years, we have served as bond counsel to approximately 30 cities, 20 redevelopment agencies, 7 counties, and numerous special districts throughout California. A partial list of those clients is contained below. In addition to our work as bond counsel, we have performed services as underwriter's counsel for major underwriters in a number of bond issues for various local governmental agencies. In the area of public law, we represent a number of local agencies, including more than 20 redevelopment agencies for which we serve as general counsel. We believe that our general representation of local agencies strongly complements our extensive financing experience and sets us apart from a number of other bond counsel firms in the state that concentrate almost exclusively on the finance aspect of the practice. We believe that our firm can be of substantial benefit to Moorpark and welcome the opportunity afforded by the request for proposals to from a mutually beneficial and productive relationship with the City. 3679p/9999/00 -2- B. Mortgage Revenue Bonds As revealed by the client list included at the end of this section, our experience with single family mortgage revenue bonds has been extensive. We serve as bond counsel for single family housing programs for the Counties of Santa Clara, Orange, Sacramento and San Diego, as well as for a number of other cities. Because of the breadth of our experience, we are familiar with virtually all of the financing structures that have been utilized on single family issues. We believe that our exposure to the wide variety of financing structures reflects our ability to work with underwriters and other financial consultants in structuring a program that fits within the legal constraints of federal and state law, while at the same time creating a financially advantageous program for the issuer and the developers. We believe that the single family bond issues with which we have been involved include some of the most innovative and creative financings of their type which have been done to date. While the majority of the credit for this innovation and creativity belongs to the respective underwriting firms which participated therein and, in some instances, to the staff of 3679p/9999/00 -3- the issuer, it is our belief that our involvement in these financings as bond counsel substantially facilitated the innovative approaches which they represent. Some of the single family mortgage revenue bond issues in which we have been involved subsequent to the enactment of the Mortgage Subsidy Bond Tax Act of 1980 (the "Act ") are illustrative of this innovation and creativity: The County of Riverside's 1981 issue was, insofar as we are aware, the very first such issue in the United States done without the benefit of a contribution from the issuer or the simultaneous issuance of junior lien bond purchased by program participants. It introduced the concept of "mortgage forgiveness" which has been included in nearly every local single family mortgage revenue bond issue done since that date. The City of Palm Springs issue was the first local California housing bond issue to include 100% private mortgage insurance and to receive an AA rating from Standard & Poor's Corporation. This feature too has been incorporated into most of the local housing bond issues which followed it. Orange County's Issue I of 1982 and the bond issues of the Counties of Santa Clara and Sacramento incorporated the concepts just mentioned with additional refinements to further 3679p/9999/00 -4- reduce the interest rate of the mortgage loans. Orange County's Issue II of 1982 was the first issue to require the lending institutions participating in the program to provide cash advances for delinquent mortgage loans, and it was the first such financing to produce a mortgage rate lower than the interest rate on the bonds without a subsidy from the issuer. The City of Ontario's bond issue was the first issue in the nation authorized subject to the limitations of the Act to include a put option feature; and this feature was included as well in the bond issue of the Salinas- Monterey- Marina Housing Finance Agency, which was also the first issue to include cash flow insurance without a 100% private mortgage insurance policy. Orange County's Issue III of 1982 became the first single family mortgage revenue bond issue in California to include compound interest bonds, a device which has been included in numerous subsequent issues. Sacramento County's 1984 Single Family Mortgage Revenue Bond issue included put option bonds, term bonds, and compound interest bonds, the inclusion of which necessitated four different forms of bonds for a single issue. 679p/9999/00 -5- GAAR & $ELL ATTORNEYS AT LAW NORMAN E. GAAR NORMAN E. GAAR A PARTNERSHIP OF PROFESSIONAL CORPORATIONS WICHITA OFFICE DONALD A. BELL JUDSON L. PALMER. JR, 14 CORPORATE WOODS, SUITE 640 SUITE BOO JOHN E. CATON WEBB R. GILMORE 8717 WEST IIOTH ONE MAIN PLACE JOE L. NORTON KIM B. WELLS OVERLAND PARK, KANSAS 66210 WICHITA, KANSAS 67202 PATRICIA K. HIRSCH RHONDA C.THOMAS 913- 642 -0001 DAVID W. OUEEN ROBERT P. BALLSRUD 316- 267 -2091 KANSAS BAR CHRISTOPHER D. AHRENS KANSAS CITY OFFICE ST. LOUIS OFFICE OF COUNSEL OOROTH EA K. RILEY 1620 CITY CENTER SQUARE EXECUTIVE OFFICE BUILDING BYRON BRAINERD DAVID W. OUEEN 1100 MAIN STREET SUITE 1801 KIMBERLEY S. SPIES POST OFFICE BOX 26398 51S OLIVE STREET MICHAEL D. M<ROBBIE KANSAS CITY, MISSOURI 64196 ST. LOUIS, MISSOURI 63101 MISSOURI BAR 816- 221 -1000 314- 436 -1000 OF COUNSEL JAMES S. ALLEN, JR. D, W. G LMORE February 23, 1985 RECEIVED FEB 2 5 1985 Mr. Steven Kueny City Of MoorDO City Manager 799 Moorpark Avenue Moorpark, California 93021 Re: Proposed Authorization and Issu- ance of $20,000,000 Single Family Mortgage Revenue Bonds of the City of Moorpark, California Dear Mr. Kueny: Please accept this letter as our response to the inquiries made by Mark C. Allen, Esq. and Cheryl J. Kane, Esq. of the firm of Burke, Williams and Sorensen, acting in the capacity of City Attorney of Moorpark, California (the "City "), for our proposal to act as Bond Counsel in connection with the authori- zation and issuance by the City of approximately $20,000,000 principal amount of its Single Family Mortgage Revenue Bonds (the "Bonds "). We have also received some information by tele- phone from Ms. Pamela R. Wiget of Stone & Youngberg, investment bankers, who is acting as the City's underwriter for the Bonds. We understand that the City is on a tight time schedule, and that underwriter's counsel will be the firm of Haynes & Miller of Washington, D. C., and we understand further that Haynes and Miller will furnish the computer work for this issue and render the special tax opinion. We have a continuous ongo- ing pleasant working relationship with the attorneys at Haynes & Miller and we have confirmed by telephone with them that they will again be pleased to work with us if our proposal is accepted by the City. Our proposal to act as Bond Counsel on this issue is made in association with the firm of Burke, Williams & Sorensen of Mr. Steven Kueny February 23, 1985 Page 2 Los Angeles, California, and in connection therewith, we will prepare all documents necessary to evidence authorization and issuance of the Bonds consistent with California and federal law within the structure determined in the City's best interest by its underwriter. We will attend all necessary Council meet- ings, prepare certificates, information and data for submission to the City Manager, underwriter and underwriter's counsel in a timely manner, assist in structuring documents to satisfy the requirements of the bank trustee involved with the mortgage loans, prepare the necessary component parts of the official statement relating to the Bonds, assist the underwriter and underwriter's counsel in obtaining a favorable rating on the Bonds, examine and advise the City on all documents required to be executed by City officials in connection with the financing, assist in the supervision of the printing of the Bonds, prepare the transcript evidencing the authorization of the Bonds, attend the closing and delivery of the Bonds and render an opinion on the validity of the Bonds to the purchaser. For the services described hereinabove, we would charge a fee of $35,000, plus our normal out -of- pocket expenses which would not exceed $5,000. No additional hourly charge will be made against city funds or the bond proceeds for the services of the City Attorney to attend any Council meetings relating to the Bonds or for any other work required to be performed for the successful comple- tion of this bond issue. We would expect that our charges would be paid for as a cost of issuance of the Bonds and not from any other City funds. In the event the Bonds are not suc- cessfully sold, we would not expect to make a charge to the City for our time or expenses. We have enclosed some statistical data relating to the mem- bers of our firm and our experience in approving housing reve- nue bonds. This statistical compilation is not complete, but we estimate that we have approved in excess of $2,000,000,000 principal amount of housing bonds, of which approximately $1,750,000,000 are single family mortgage revenue bonds. We anticipate assigning three partners to this project: myself, Kim B. Wells and Christopher D. Ahrens, to be certain that all documents are in the hands of the City, the under- writer and underwriter's counsel in a timely manner. We are in California often on other matters as well as on bond business and Mr. Wells and I are scheduled to be in Los Angeles March 4. GAAR & BELL Mr. Steven Kueny February 23, 1985 Page 3 I understand there is a City Council meeting that night and we would be pleased to arrange to attend if you think it would be helpful. If you have any specific questions, we will be happy to respond. If this proposal is satisfactory, please advise the City Attorney and we will immediately contact the underwriter to obtain the necessary information in order to prepare the initial drafts of the documents. Very truly yours, GAAR & BELL By ;F &aX4.�� cc: Mark C. Allen, Jr. Cheryl J. Kane GAAR &, BELL February, 1985 GAAR & BELL Background Gaar & Bell was established on June 1, 1979. All of the partners had previously practiced municipal bond law while affiliated with large general practice firms in Kansas City, Missouri, and Wichita, Kansas. The firm specializes in municipal and industrial devel- opment financing, primarily in the States of Missouri and Kansas. The firm presently has offices in Kansas City and St. Louis, Missouri, and Wichita and Overland Park, Kansas. Description of Practice The firm is engaged in a municipal bond law practice in Missouri, Kansas, Oklahoma, South Dakota and several other states, with primary emphasis on tax - exempt public and corporate finance and related matters. The firm handles traditional gen- eral obligation and revenue financings for municipal issues, third party financings for corporations, hospitals and other private institutions, single and multi - family housing financings and innovative financings such as compounding interest and vari- able rate bond issues, advance refundings, tax - exempt leases and tax - exempt mortgages for various governmental entities. The moneys raised through these financings are used for general mu- nicipal improvements, public buildings, electric, water and sewer facilities, streets, fire protection facilities, hospi- tals, nursing homes, airports, parks and recreational facili- ties, colleges and universities, industrial, manufacturing and commercial projects, pollution control and solid waste disposal facilities, convention centers, sports facilities, single and multi- family housing projects and historic preservation. Qualifications and Ex erience The firm currently has 18 attorneys, of whom 15 are actively involved in our practice and three are affiliated as -2- special counsel. A biographical summary for each of the lawyers in the firm is attached. Gaar & Bell is a nationally recognized bond counsel firm as is evidenced by major bond issues on which we have ren- dered approving legal opinions. The members of the firm have had broad and varied experience in the field of municipal fi- nance. During the past five years, we have acted as bond coun- sel on more than 2,750 financings, including both publicly and privately offered bond issues, in an aggregate principal amount of approximately $5,000,000,000. All offices of Gaar & Bell are listed in the municipal bond attorneys section of The Bond Buyer's Directory of Municipal Bond Dealers of the United States (commonly known as the "Red Book "). Our firm is presently act- ing as bond counsel with respect to a wide variety of bond is- sues in Missouri and Kansas and has been involved in financings in several other states, including Arkansas, Florida, Illinois, Oklahoma, New Mexico, Pennsylvania, South Dakota and Texas. Services Provided Our services as bond counsel include cooperating with the governing body and administrative officials of the issuer of the bonds and the various financial, engineering, architectural and other advisors of the issuer in all matters relating to the authorization, issuance, sale and delivery of bonds. In this connection, we typically provide the following services: (1) Prepare or examine all instruments relating to the authorization and issuance of bonds, including ordinances, reso- lutions or trust indentures authorizing the issuance of the bonds, the leases, loan agreements or other security agreements to be entered into in connection with the financing, the bond purchase agreement, notice of bond sale and official statement used in connection with the sale of the bonds, and the various miscellaneous documents and certificates required to complete the financing. (2) Prepare and handle any required requests for rul- ings from the Internal Revenue Service, or no- action letters from the Securities and Exchange Commission, and handle such other matters before governmental regulatory bodies and agencies as may be required. (3) Supervise the printing of bonds, arrange for the execution thereof, and coordinate the closing of the transaction. (4) Assemble bond transcripts covering the proceedings relating to the issuance of the bonds and, at the closing, dis- tribute copies of the bond trancript to the parties to the fi- nancing. -3- (5) Render our approving legal opinion on the bonds and on the tax - exempt status of the interest thereon, and any opinions incidental thereto. (6) Render such advice in connection with the financ- ing in the areas of public finance, taxation and securities reg- ulation as the officials or representatives of the issuer may request. (7) Attend such conferences and meetings as the offi- cials or representatives of the issuer may request or as we may consider advisable, and perform such additional services as the issuer may request or as may be necessary to complete the fi- nancing. The firm on occasion also acts as underwriter's counsel in connection with tax - exempt financings. Fees and Expenses Our charges for acting as bond counsel are generally based on a percentage of the principal amount of the bond is- sue. In addition, we will request reimbursement for any ex- penses which we incur in connection with the transaction, such as travel, postage, photocopying, printing, long distance tele- phone calls and other similar expenses. If the bonds for a par- ticular project are not issued for any reason, we will not be entitled to the stated fee, but only to expenses incurred, plus such amount as may be jointly agreed upon based on services ren- dered. Type of Legal Opinion With respect to the issuance of each series of bonds, we would expect to render an unqualified approving legal opinion concerning the authorization and issuance of such bonds and the validity thereof, and an opinion concerning the exemption from federal and state income taxation of the interest on the bonds. In appropriate cases, we will render an opinion concerning ex- emption of the bonds from registration under the Securities Act of 1933, the Securities Exchange Act of 1934, and applicable state "Blue Sky" or securities laws, and exemption from regis- tration or qualification of any indentures under the Trust Indenture Act of 1939. Additional Information Additional information regarding the firm may be ob- tained by calling any member of the firm. GAAR & BELL