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HomeMy WebLinkAboutCC RESO 15,357RESOLUTION NO. 15,357 RESOLUTION OF THE CITY COUNCIL OF '11th CITY OF NATIONAL CITY APPROVING THE RETENTION OF JONES HALL HILL & WHITE TO SERVE AS BOND COUNSEL FOR THE PROPOSED POLICE FACILITY BE IT RESOLVED by the City Council of the City of National City that the City Council does hereby approve the retention of the law firm of Jones Hall Hill & White to provide bond counsel services for the proposed police facility on the terms and subject to the conditions set forth in their Proposal, attached hereto as Exhibit "A", and the City Manager is hereby authorized to enter into any and all agreements necessary to retain such services. PASSED and ADOPTED this 7th day of July, 1987. GeorgeWaters, Mayor Ai'1'EST: Ione/Campbell, City/ lerk APPROVED AS TO FORM: Georg H. Eiser, III -City Attorney JONE S HALL HILL & WHITE, A PROFESSIONAL LAW. CORPORATION Proposal for Bond Counsel Services presented to the CITY OF NATIONAL CITY relating to its proposed POLICE FACILITY PROJECT Dated: June 30, 1987 JONES HALL HILL & WHITL+ , A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F. ADAMS STEPHEN R. CASALEOOIO EDSELL M. EADY, JR. ANDREW C. HALL, JR. KENNETH I. JONES PHILIP NELSON LEE WILLIAM H. MADISON BRIAN D. OUINT PAUL J. THIMMIO SHARON STANTON WHITE Mr. Gerald J. Bolint Assistant City Manager City of National City 1243 National City Boulevard National City, California 92050-4397 June 30, 1987 Re: Proposal for Bond Counsel Services Dear Mr. Bolint: FOUR EMBARCADERO CENTER SUITE 1950 SAN FRANCISCO 94111 (415) 391-5780 AUTOMATIC TELECOPIER (415) 391-5784 (415) 958-8308 In response to your request for bond counsel services for your Police Facility Project (the "Project"), Jones Hall Hill & White ("Jones Hall") is pleased to be given the opportunity to offer its services as bond counsel to the City of National City (the "City"). A. THE PROJECT The proposed acquisition and construction of the Project would appear to be most expeditiously accomplished, within the limitations of the law and your stated desire to negotiate directly with Starboard Development Company (the "Developer") for the construction of the Project, by a two stage process, in which the City should: (1) together with the National City Redevelopment Agency, form a joint exercise of powers agency (the "JPA") which will exercise the powers granted under the Marks -Roos Local Bond Pooling Act to issue bonds, the proceeds of which will be used to construct the Project. The JPA would enter into a contract directly with the Developer under which the Developer would agree to construct the Project. Once complete, the JPA would sell the Project to the City. The structuring of the bond issue, as well as the legal concerns which force us to require a judicial validation, are contained in my letter outlining the structure of the MTDB/San Diego County financing, a copy of which was forwarded to George Eiser; and Mr. Gerald J. Bolint City of National City June 30, 1987 Page 2 (2) issue general obligation bonds to create a source of funds to purchase the Project from the JPA. The JPA would use the purchase price to prepay its bonds (if issued on a variable rate basis, the bonds are payable in full, without premium, every 30 days). B. FIRM EXPERIENCE AND QUALIFICATIONS OF SPECIFIC PERSONNEL A. JONES HALL HILL AND WHITE 1. Brief Description and History Our firm was formed as a partnership on March 21, 1978, with the named parties (Kenneth I. Jones, Andrew C. Hall, Jr., Robert J. Hill and Sharon Stanton White) as the founding partners. The firm expanded to its present size of 10 attorneys (all of whom are principals) and 21 staff members from 1978 to the present. In November, 1980 the firm modified its organizational structure from a partnership to a professional law corporation. The firm's business is entirely devoted to municipal finance, with special emphasis on bond counsel services and an expanding practice in the provision of underwriter's counsel and special tax counsel services. Because the sole practice of the firm is related to municipal finance, the entire staff is dedicated to the single goal of service to local government without distraction to other areas. This has resulted in a highly trained and skilled staff directly responsible to its municipal clients. The firm has represented every type of public agency in California on a wide variety of financings, but the vast majority of its work as bond counsel has been the representation of local agencies such as the City. Virtually all of our clients are located in California, and over 50% of those are located in Southern California. 2. Summary of Experience Our firm ranked thirteenth in bond counsel rankings in the nation in overall dollar volume of municipal issues in the calendar year 1986. Set forth in Appendix A is a summary of bond issue financings for which Jones Hall acted as Bond Counsel in 1987. Examples of innovative methods of financing in which Jones Hall has been involved include the following: a. Certificates of Participation. The firm has been the acknowledged leader in the development of Certificate of Participation ("COP") financing in the State, having acted as special counsel in approximately 207 financings Mr. Gerald J. Bolint City of National City June 30, 1987 Page 3 aggregating over $2j- billion in principal amount since the technique was identified in 1979. b. Mortgage Revenue Bonds. Principals in the firm represented the Redevelopment Agency of the City of San Pablo in the case of Redevelopment Agency of the City of San Pablo v. Shepard, 75 Cal.App.3rd 453, establishing the validity of Senate Bill 99, which led to the great burgeoning of mortgage revenue bond financing from 1979 through 1985. Our firm provided the approving opinion on the first single family housing bonds in the State. c. Tax -Exempt Compliance Procedures. Because of her authorship of The Handbook of Section 103 Rulings and her continual communication with Washington, D.C., legislative and administrative officials, as noted below, Sharon White provides creative solutions on behalf of clients for compliance with Tax Code provisions relating to tax -exemption of both new money and refunding obligations. These solutions frequently result in innovative financings for projects not otherwise capable of being financed. C. RESPONSIBLE INDIVIDUALS 1. Resumes The professionals from Jones Hall who will be assigned to the City are William H. Madison and Charles F. Adams. In addition, Sharon Stanton White would be responsible for all tax analysis on financings the City undertakes. The resumes of Mr. Madison, Mr. Adams, and Mrs. White are set forth below: William H. Madison Mr. Madison has more than 7 years of municipal bond experience, having joined Jones Hall Hill & White in 1979. He has been particularly active in certificate of participation transactions, and has experience in virtually all other areas of municipal bond law relating to public improvements. Mr. Madison attended St. Michael's College in Vermont, where he received his A.B. degree in 1971, and Fordham University, where he received his J.D. degree in 1979. Mr. Madison was admitted to the New York and California Bars in 1980 and is a member of the American Bar Association and National Association of Bond Lawyers. Mr. Gerald J. Bolint City of National City June 30, 1987 Page 4 Charles F. Adams Mr. Adams has approximately 10 years of municipal bond experience and joined Jones Hall Hill & White in 1979. He has practiced municipal bond law continuously since 1976 with experience in all areas of municipal financing as bond counsel and underwriter's counsel. Mr. Adams attended Yale University where he received his B.A. Degree in 1973 and the University of Michigan where he received his J.D. degree in 1976. Mr. Adams was admitted to the California Bar in 1976 and is a member of the National Association of Bond Lawyers. Sharon Stanton White Mrs. White was a founding partner of Jones Hall, and has practiced municipal bond law for approximately 14 years. She is a recognized national expert in the area of federal tax law as it applies to municipal bonds and acts as special tax counsel on all forms of municipal financing. Mrs. White attended the University of California at Berkeley where she received her B.A. degree in 1962 and her LL.B. degree in 1965. She was admitted to the California Bar in 1966 and the District of Columbia Bar in 1968. Mrs. White has served continuously as a director or officer of the National Association of Bond Lawyers since 1981. She assumed the presidency of the Association in October, 1986. Mrs. White is the author of The Handbook of Section 103 Rulings which she supplements semi-annually. Mrs. White is also a member of the American Bar Association and the Bar Association of San Francisco. D. FEE STRUCTURE AND METHOD OF PAYMENT Jones Hall prefers to be compensated for its services as bond counsel on each financing on a contingent fee, based upon a declining percentage of the principal amount of the financing, plus reimbursement for certain out-of-pocket expenses. The normal percentage scale for a capital project lease revenue bond certificates of participation financing is as follows: One percent of the first million dollars of the financing; plus one-half percent of the next four million dollars; plus one -quarter percent of any financing in excess of five million dollars. or Mr. Gerald J. Bolint City of National City June 30, 1987 Page 5 The normal percentage scale for a general obligation bond financing is as follows: One-half of one percent of the first million dollars of financing; plus one - quarter of one percent of the next four million dollars; plus one -tenth percent of any financing in excess of five million dollars. Typical expenses for which we are normally compensated are special delivery and messenger services, as well as travel outside of the State of California. E. REFERENCES The following individuals may be contacted as references. Mr. Kenneth W. Landau City Manager, City of Gardena (213) 514-2254 Mr. Bob Leland Finance Director, City of Fairfield (707) 428-7496 Ms. Kris Machnick Director of Finance, City of Santa Clara (408) 984-3261 We look forward to the opportunity to discuss our proposal with you. Very truly yours, William H. Madison cc: Charles F. Adams WHM:dfs:M5636 1987 SUMMARY OF BOND ISSUES JONES HALL HILL & WHITE, AS BOND COUNSEL Page A. Revenue Bonds Lease Revenue and other 1 B. Assessment/Mello Roos Bonds 1 C. Tax Allocation Bonds and Notes 1 D. Lease Financing and Certificates of Participation Transactions 1 E. Tax and Revenue Anticipation Notes/Grant Anticipation Notes 2 F. General Obligation Bonds 2 G. Multifamily Housing Revenue Bonds 2 H. Single Family Housing Revenue Bonds 3 I. Miscellaneous 3 Issuer Underwriter/Purchaser Amount A. REVENUE BONDS (1) Lease Revenue and other Revenue Bonds Fallbrook Hospital District Insured Revenue Bonds, Series 1987A (3/6) City of Napa 1987 Water Revenue Bonds, Series A (3/27) City of Pomona Commercial Development Revenue Bonds (Trade Center Project) (taxable) (4/20) B. Assessment/Mello Roos Bonds Santa Ynez Community Services District Improvement Bonds Series 1987-1 West Side A.D. No. 1 (1/15) Van Kampen Merrit Inc. $5,000,000 Shearson Lehman Brothers $16,000,000 Miller and Schroeder Financial, Inc. $100,000 Wulff,Hansen and Co. $428,023 City of Milpitas Local Improvement Wulff, Hansen and Co. $6,580,000 District No. 13 A.D. Refunding (4/9) City of Santa Rosa Stone and Youngberg $5,650,000 Southwest Santa Rosa A.D. No. 1 Refunding (4/22) City of Fairfield Improvements Bonds Stone and Youngberg $965,000 Western Street-Claybank Road A.D. (4/23) City of Palo Alto Merrill Lynch Capital Markets $1,325,000 California Ave. Parking A.D. No. 86-1 Assessment Bonds of 1987 (4/23) Lake County Sanitation District A.D.1-6 Refunding (4/29) City of Clearlake Park Woods A.D. Refunding (4/29) Santa Nella County Water District Improvement District 1985-1 Series 1987 (4/30) County of El Dorado Tahoma-Tahoe Cedars Storm Drain -Erosion Control Street Improvement A.D. Series TA C. Tax Allocation Bonds and Notes Napa Community Redevelopment Agency of the City of Napa Parkway Plaza Redevelopment Project Refunding (2/26) Wulff, Hansen and Co. $4,278,632 Wulff, Hansen and Co. $1,240,000 Chilton and O'Connor, Inc. $4,648,000 Wulff, Hansen and Co. $1,241,288.12 Merrill Lynch Capital Markets $7,100,000 Issuer Underwriter'Purchaser Amount Redevelopment Agency of the City of Long Beach West Beach Project Refunding (3/18) Community Redevelopment Agency of the City of Palm Springs Central Business District Redevelopment Project Refunding (3/24) Community Development Commission of the City of Oceanside Refunding (4/16) Industry Urban -Development Agency Civic -Recreational -Industrial Redevelopment Project No. 1 Refunding, Series 1987A and 1987E (5/1) Paramount Redevelopment Agency Redevelopment Project Area No. 1 Refunding (5/4) Stanton Redevelopment Agency Stanton Community Development Project Refunding(5/13) Pleasant Hill Redevelopment Agency Pleasant Hill Commons Redevelpmt. Project Series 1987 Notes (5/15) Emeryville Redevelopment Agency Emeryville Redevelopment Project (6/12) Hercules Redevelopment Agency Dynamite Redevelopment Project (6/25/87) Pico Rivera Redevelopment Agency Redevelopment Project No. 1 Tax Allocation Refunding Bonds Issue of 1987 D. Lease Financing and Certificates of Participation City of Anaheim Police Facilities Refinancing Project (1/6) South Tahoe Public Utility District (Tahoe Paradise Water - System Acquisition) (1/13) Rauscher Pierce Refsnes, Inc. Stone and Youngberg Seidler -Fitzgerald Public Finance (A Division of Seidler Amdec Securities Inc.) Smith Barney, Harris Upham & Co. Incorporated and Bancroft, Garcia and Level!, Inc. Chilton and O'Connor, Inc. Seidler -Fitzgerald Public Finance Bear, Steams and Co.,Inc. National Australia Bank Prudential-Bache Securities, Inc. and PaineWebber, Inc. Chilton and O'Connor, Inc. Goldman, Sachs and Co. Miller and Schroeder Financial Inc. Town of Corte Madera Refunding Kelling, Northcross & Nobriga (ABAG XIV) (1/20) Incorporated and Drexel Burnham 87SUM -2- $9,000,000 $10,355,000 $10,440,000 $201,155,000 $26,385,000 $4,770,000 $10,585,000 $5,000,000 $3,600,000 $20,595,000 $22,385,000 $760,000 $4,995,000 06/30/87 Issuer City of Brawley (Wastewater Treatment Facility) (1/29) City of Palmdale Refunding Capital Improvement Projects (2/3) City of Walnut Creek Refunding (John Muir Memorial Hospital) (2/10) City of West Covina Refunding (Civic Center Complex) (2/25) City of San Buenaventura Refunding (2/27) Kern Union High School District Refunding (Facility Financing Project) (3/9) CCFC 1987 Series A (Cities of Clovis, Dixon,. Grover City, Modera and Mendota) (3/17) City of Hanford (Wastewater Plant Expansion Project) (4/21) North Tahoe Public Utility District North Tahoe Community/ Conference Center (4/28) City of Duarte Civic Center Complex Project (5/4) City of South San Francisco Westborough Community Park Building Municipal Lease & Option Agreement (6/10) Fairfield -Suisun Unified School District, Solano County Community College District, City of Suisun City, Vacaville Unified School District (6/10) Triunfo County Sanitation District Watewater Reclamation Facility Expansion (6/10) City of Anaheim California Lutheran Homes Project (6/11) Cities of Berkeley and Los Altos 87SUM Underwriter/Purchaser Lambert Incorporated Miller & Schroeder Financial, Inc. Stone and Youngberg Salomon Brothers Inc E.F. Hutton & Company, Inc. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Stone & Youngberg and Merrill Lynch Capital Markets Miller & Schroeder Financial, Inc. First California Regional Securities, Inc. Security Pacific Merchant Bank, A Division of Security Pacific National Bank (Placement Agent) Security Pacific Merchant Bank, A Division of Security Pacific National Bank Prudential-Bache Securities, Inc. Dean Witter Reynolds Inc. Kelling, Northcross & Nobriga -3- Amount $3,000,00'0 $19,700,000 $41,650,000 $26,875,000 $5,340,000 $8,160,000 $4,825,000 $4,225,000 $2,190,000 $4,795,000 $1,507,996 $4,065,000 $5,000,000 $6,000,000 $4,450,000 06/30/87 Issuer Underwriter/Purchaser Amount (ABAG XVII) (6/22) County of Napa Correctional Facilities Project (6/24/87) California School Boards Association Finance Corporation Capital Outlay Financing Program, 1987 Series A (6/25/87) Incorporated and Drexel Burnham Lambert Incorporated First Interstate Bank of California Prudential-Bache Securities,Inc. E. Tax and Revenue Anticipation Notes/Grant Anticipation Notes City of San Buenaventura (1/7) F. General Obligation Bonds City of San Mateo (5/12) G. Multifamily Housing Revenue Bonds Redevelopment Agency of the City and County of San Francisco Multifamily Housing Construction Mortgage Notes (South Beach Marina Project) (taxable) (2/18) City of Chico (Lakeview Apartments Project) (4/30) City of South San Francisco(Magnolia Plaza Apartments Project)(5/20) H. Single Family Housing Revenue Bonds Brea Redevelopment Agency Refunding (3/25) I. Miscellaneous City of San Buenaventura Certificates of Participation (1986 Capital Improvements Project) (remarketing and conversion) (2/2) Housing Authority of the City of Vallejo (Crow -Western Project Phase II) Multifamily Housing Revenue Bonds 1985 Series C (remarketing and conversion) (3/12) Bank of America National Trust and Savings Association Merrill Lynch Capital Markets Smith Barney, Harris Upham & Co. Incorporated Miller & Schroeder Financial, Inc. Wells Fargo Bank, N.A. Smith Barney, Harris Upham & & Co. Incorporated E.F. Hutton & Company, Inc. Newman and Associates, Inc. Citibank, N.A., as remarketing agents $7,280,000 $7,190, 000 $2,500,000 $6,500,000 $ 44,955,000 $6,300,000 $6,100,000 $ 18,180,000 $ 20,900,000 $14,500,000 87SUM 06/30/87 Issuer Underwriter/Purchaser Amount City of Santa Clara Insurance Funding Bonds (4/13) Smith, Barney, Harris Upham & Co.,Inc. $20,000,000 87SUM -5- 06/30/87 Issuer Underwriter/Purchaser Amount Thousand Oaks Redevelopment Agency Single Family Mortgage Revenue Refunding Bonds Issue of 1986 (remarketing)(4/30) Shearson Lehman Brothers, Inc. $9,270,000 87SUM -6- 06/30/87