HomeMy WebLinkAbout2011 CON CDC Jones Hall / Best Best Krieger / De La Rosa / Stone & Youngberg - CDC Bond IssuanceNOTE TO FILE
03-13-12
IN THE MATTER OF: Resolution of the CDC accepting the report of
the Evaluation Committee for potential CDC Bond Advisors
providing a recommendation for Bond Counsel (Jones Hall),
Disclosure Counsel (Best, Best & Krieger), and Underwriter(s) (De
La Rosa and Stone & Youngberg); approving the selection of Bond
Counsel, Disclosure Counsel, and Underwriter(s); and authorizing
the hiring of Bond Counsel, Disclosure Counsel, and
Underwriter(s), including authorizing execution of said
Agreements all related to a potential bond issuance for the CDC.
Please note the following:
FULLY EXECUTED ORIGINAL AGREEMENTS
(Jones Hall, De La Rosa and Stone & Youngberg)
WERE NEVER FILED WITH THE OFFICE OF THE CITY CLERK
ORIGINATING DEPARTMENT: _ CDC _ Housing & Grants
City Attorney _ Human Resources
X City Manager _ MIS
_ Community Svcs. _ Planning
Engineering _ Police
Finance Public Works
Fire
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BOND COUNSEL LEGAL SERVICES CONTRACT
This LEGAL SERVICES CONTRACT ("Contract") is entered into as of the
Effective Date of February 15, 2011 by and between the CITY OF NATIONAL
COMMUNITY DEVELOPMENT COMMISSION, a California Municipal
Corporation (the "Commission"), and Jones Hall, a Professional Law Corporation
("Counsel").
The Commission and Counsel agree as follows:
1. SCOPE OF SERVICES
1.1. Appointment of Counsel. The Commission engages and appoints
Counsel to perform legal services in connection with the issuance by the
Commission of tax allocation bonds, and Counsel accepts such engagement and
appointment, upon the terms and conditions set forth in this Contract. Counsel
shall perform the services required hereunder in an efficient and professional
manner, in accordance with the terms hereof and to the reasonable satisfaction
of the Commission. Except to the extent, if any, specifically provided herein or
specifically authorized in writing by the Commission, Counsel shall have no right
or authority, express or implied, to commit or otherwise obligate the Commission
in any manner whatsoever.
1.2. Scope of services. Counsel shall, for and in consideration of the
compensation set forth in Section 5 hereof and on the terms and conditions
provided therein, perform the following legal services relating to the issuance by
the Commission of tax allocation bonds (the "Financing"):
1.2.1. Counsel shall make available for consultation and
conference with the Commission Executive Director, Finance Director, and other
Commission officials, as well as representatives of the parties to the Financing,
such personnel of Counsel as are qualified to advise on all matters relating to the
Financing within the scope of this Contract.
1.2.2. At the Commission Executive Director's request, Counsel
shall prepare and/or review the various documents relating to the authorization,
issuance, sale and delivery of the bonds, including, but not limited to, (i) the
ordinances and resolutions authorizing and approving the sale and issuance of
the bonds and related documents prescribing the terms, form, security, and other
provisions relating thereto, (ii) any and all other resolutions or ordinances
adopted in connection with the Financing, (iii) the notices of intention to sell
relating to the bonds and the official notices of sale of the bonds, (iv) the
purchase contracts, if any, (v) the preliminary and final official statements, other
than the Commission's financial statements contained therein, and (vi) other
agreements and documents in connection with the Financing. All legal
documents prepared by Counsel and the opinions required hereunder shall be
Bond Counsel Agreement
February 15, 2011
Page 1 of 12
submitted to the Commission Attorney prior to execution and shall be subject to
the Commission Attorney's approval.
1.2.3. Counsel shall cooperate with the Commission's staff and
financial consultants in planning the structure of the Financing and terms of the
bonds, advise the Commission regarding the official statements and disclosure
issues relating to the bonds, and perform other services customarily performed
by bond counsel in connection with similar financings. Counsel shall also give
such advice and perform such services as may be necessary or advisable in
order to ensure that interest on the bonds is excluded from gross income for
federal income tax purposes and exempt from California personal income taxes.
1.2.4. Counsel shall render the opinions with respect to the bonds,
in such form and subject to such exceptions, qualifications and limitations as are
typically used in legal opinions for similar financings and are reasonably
acceptable to the Commission Attorney, including, as appropriate, the following:
(a) Review for execution by the Commission Attorney, a draft of
an unqualified opinion, substantially to the effect that:
(1)
all agreements relating to the bonds have been duly
and validly authorized, executed and delivered by the
Commission and constitute the valid, legal and
binding obligations of the Commission;
(2) all authorizing resolutions and ordinances of the
Commission and its agencies with respect to the
bonds have been duly adopted and are valid and
binding on the Commission; and
(3) the bonds constitute a valid, legal and binding
obligation of the Commission.
(b) Prepare an unqualified opinion to the Commission and other
parties involved in the Financing that interest on the bonds is
excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code and is
exempt from California personal income taxes; and if
applicable, such interest on the bonds is not a specific
preference item for purposes of the federal individual or
corporate alternative minimum taxes under the Internal
Revenue Code.
(c) To the Commission and the initial purchasers of the bonds,
an unqualified supplemental opinion, substantially to the
effect that:
Bond Counsel Agreement
February 15, 2011
Page 2 of 12
(1) the delivery of the official statement has been duly
authorized and approved by the Commission;
(2) the statements relating to the bonds contained in the
official statement are accurate, insofar as such
statements purport to summarize certain provisions of
the bonds, documents and continuing annual
disclosure relating to the bonds; and
(3)
the Bonds are exempt from the registration
requirements of the Securities Act of 1933, as
amended.
(d) To the Commission and the initial purchasers of the bonds,
an opinion substantially to the effect that, based upon its
participation in the transaction, no information came to the
attention of Counsel that caused it to believe that, as of the
date of the official statement and as of the date of the closing
of the bonds, the official statement contains any untrue
statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein, in Tight of the circumstances under which
they were made, not misleading in any material respect; and
except for any financial, engineering or statistical data or
forecasts, numbers, estimates, charts, projections,
assumptions or expressions of opinion.
1.2.5. Counsel shall attend or otherwise participate in working
group meetings and telephone conferences of those involved in the Financing.
Counsel shall also attend meetings of the Commission and such other meetings
as the Commission may determine necessary or appropriate.
1.2.6. Counsel shall conduct its own independent "due diligence"
review as appropriate, in connection with the delivery of the opinions referred to
in Section 1.2.4 above.
1.2.7. Following the closing of the bonds, Counsel shall provide
routine consultation to the Commission, as reasonably requested by the
Commission, on matters related to the bonds and the Financing.
1.2.8. Prepare and provide to the Commission and other Financing
participants a bond transcript and closing memorandum in PDF form, as well as
printed or electronic bond transcripts in the number requested by the
Commission.
Bond Counsel Agreement
February 15, 2011
Page 3 of 12
1.2.9. At the request of the Commission, Counsel shall prepare a
project work plan showing the types of legal services, staffing and estimated
budget for the services or any additional services.
1.2.10. Any other services in connection with the Financing
requested by the Commission but only within the scope of the services
customarily provided by bond counsel in connection with similar financings.
2. TERM
The term of this Contract shall begin on the Effective Date and end on the
earlier of the following: the completion of services or December 31, 2013, unless
terminated earlier by either party as provided in this Contract.
3. EFFECTIVE DATE
Subject to full execution hereof, this Contract shall be deemed effective as
of the date first written above, which is the date on which this Contract was
authorized by the Commission Council.
4. STAFFING
4.1. Commitment of Qualified Personnel. Services under this Contract
shall be performed only by competent personnel under the supervision of and in
the employment of Counsel. Particular tasks must be performed by lawyers with
appropriate levels of experience for the performance of such tasks.
4.2. Named Personnel. Counsel shall provide the following personnel:
David Fama
Any change in the lead attorneys or addition to or substitution of any of the
other named staffing requires the Commission Manager's prior written approval.
Staffing decisions required to be taken by Counsel in an emergency for which
prior written approval of the Commission Executive Director required hereunder
is not feasible shall be limited to such emergency situation only, taken by
Counsel in a reasonable manner and require immediate follow-up discussions
with the Commission Executive Director. Counsel shall attend all staff meetings
and the other elements of the scope of services to be rendered hereunder in a
cost effective manner, consistent with the requirements of Section 1 and as
otherwise provided in this Contract.
Bond Counsel Agreement
February 15, 2011
Page 4 of 12
5. COMPENSATION AND BILLING RATES
5.1. Fees; Payment Contingent on Successful Completion of Transaction
Closing. As full compensation for all of the services rendered by Counsel under
this Contract, the Commission shall pay to Counsel $50,000 (fifty -thousand
dollars) subject to the terms and conditions hereof. Notwithstanding anything to
the contrary herein, the compensation of Counsel is contingent upon the
successful issuance and sale of the bonds or Financing and upon the
Commission Attorney's reasonable determination that the services have been
satisfactorily rendered in accordance with this Contract. Compensation shall be
payable within a reasonable time after the closing of the sale of the bonds or the
Financing.
5.2. Maximum Costs; Commission's Obligations Limited to Certification
Amount. The Commission's obligation hereunder shall not at any time exceed
the amount approved by the Commission for the purpose and period stated in
such approval.
5.3. Gratuitous services. The Commission and its employees and officers
are not authorized to request Counsel to perform services beyond the scope of
the services agreed upon in this Contract, unless the Contract is amended in
writing and approved by the parties. The Commission is not required to
reimburse Counsel for services that are provided by Counsel that are beyond the
scope of the services agreed upon in this Contract and which were not approved
by a written amendment to this Contract having been lawfully executed by the
Commission.
5.4. Approval Required for Additional Funding. The Commission and its
employees and officers are not authorized to offer or promise Counsel additional
funding for this Contract that would exceed the amount authorized pursuant to
this Contract for Counsel's performance hereunder. Additional funding for this
Contract in excess of such approved amount shall require lawful approval and
certification by the Commission.
6. METHOD OF PAYMENT
6.1. Invoices. As a condition to payment of any Compensation, Counsel
must furnish an invoice prior to the bond closing in a form reasonably acceptable
to the Commission Attorney. Prior to the delivery of the Bonds, Counsel shall
submit a detailed billing memorandum to the Commission Attorney identifying in
reasonable detail the work performed and the corresponding amount of time
spent by each individual, with the hourly billing rates, together with such
additional supporting information as the Commission Attorney may reasonably
require. Commission Attorney shall review and approve invoices forthwith in
order to permit payment at closing.
Bond Counsel Agreement
February 15, 2011
Page 5 of 12
6.2. Payment Contingent on Commission Attorney Approval of Invoices
and on Successful Closing. All charges incurred under this Contract shall be due
and payable only upon (1) approval by the Commission Attorney of an invoice for
work performed in accordance with this Contract and (2) the successful
completion of the sale of the bonds and closing of the Financing. Counsel
assumes the risk of non-payment in the event the bonds are not sold or the
Financing does not close prior to the expiration of this Contract, for any reason,
including, but not limited to, the Commission's determination in its sole and
absolute discretion not to proceed with the Financing.
6.3. Taxes. Payment of any taxes, including possessory interest taxes
and California sales and use taxes, levied upon this Contract or the services
delivered pursuant hereto, shall be the obligation of Counsel. No payroll or
employment taxes of any kind will be withheld or paid by Commission on behalf
of Contractor. Commission will not treat Contractor as an employee with respect
to the Contract services for any purpose, including federal and state tax
purposes. Contractor understands and agrees that it is Contractor's
responsibility to pay all taxes required by law, including self-employment social
security tax. Commission will issue an IRS 1099 Form, or other appropriate tax
reporting document, to Contractor for the Contract services.
6.4. Independent Contractor; Benefits. It is expressly understood and
agreed by both parties that Counsel, while engaged in carrying out and
complying with any of the terms and conditions of this Contract, is an
independent contractor and not an employee of the Commission. Counsel
expressly warrants not to represent, at any time or in any manner, that Counsel
is an employee of the Commission. Counsel will not be eligible for, and will not
participate in, any health, pension, or other benefit of Commission, which exists
solely for the benefit of Commission employees during the Contract Term.
7. INSURANCE
7.1. Coverage and Verification. For the entire term of this Contract,
including any extensions, Counsel must procure and maintain insurance
coverage against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of the work under this
Contract by Counsel, its agents, representatives, employees or subcontractors.
Counsel shall furnish the Commission's risk manager with certificates of
insurance and with original endorsements effecting coverage required by this
clause at least ten days before this Contract is executed. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf and may be on forms provided by
the Commission. All certificates and endorsements are to be received and
approved by the Commission before work commences. The Commission
reserves the right to require complete, certified copies of all required insurance
policies from time to time.
Bond Counsel Agreement
February 15, 2011
Page 6of12
7.2. Minimum Scope of Insurance. Unless otherwise approved by the
Commission's risk manager, coverage shall be at least as broad as:
7.2.1. Insurance services Office Commercial General Liability
coverage (occurrence form CG 00 01).
7.2.2. Insurance services Office form number CA 00 01 covering
Automobile Liability, code 1 (any auto).
7.2.3. Workers' Compensation insurance and Employer's Liability
insurance that complies fully with the California Labor. Code.
7.2.4. Professional Liability insurance covering all negligent acts,
errors and omissions of Counsel.
7.3. Minimum Limits of Insurance. Counsel shall maintain limits no less
than:
7.3.1. General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Contract or the
general aggregate limit shall be twice the required occurrence limit.
7.3.2. Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
7.3.3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the State of California and Employer's
Liability limits of $1,000,000 per accident for bodily injury and $1,000,000 per
person and in the annual aggregate for bodily injury by disease.
7.3.4. Professional (errors and omissions) Liability insurance:
$2,000,000 per occurrence/claim and in the annual aggregate. If the Counsel's
Professional Liability Insurance is "claims made" coverage, these minimum limits
shall be maintained by Counsel for no less than three (3) years beyond the term
of this Contract.
7.4. Deductibles and Self -Insured Retentions. Any deductibles or
self -insured retentions must be declared to and approved by the Commission. At
the option of the Commission, either: the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects to the Commission, and its
respective board members, officers, agents and employees; or Counsel shall
procure a bond or other financial guarantee satisfactory to the Commission
Bond Counsel Agreement
February 15, 2011
Page7of12
guaranteeing payment of losses and related investigations, claims administration
and defense expenses.
7.5. Other Insurance Provisions. The policies are to contain or be
endorsed to contain the following provisions:
7.5.1. General Liability and Automobile Liability Coverages:
(a) All Coverages. The City, the Community Development
Commission and its respective board members, officers,
agents and employees are to be covered as insured's as
respects to liability arising out of work or operations
performed by or on behalf of Counsel; products and
completed operations of Counsel premises owned, occupied
or used by Counsel; or automobiles owned, leased, hired or
borrowed by Counsel. The coverage shall contain no
special limitations on the scope of protection afforded to the
City, the Community Development Commission and their
respective commissioners, officers, agents or employees.
(b) Primary Insurance. Counsel's insurance coverage shall be
primary insurance as respects to the Commission, and its
respective board members, officers, agents and employees.
Any insurance or self-insurance maintained by the
Commission, and its respective board members, officers,
agents or employees or shall be excess of Counsel's
insurance and shall not contribute with it.
(c) Effect of Failure to Report. Any failure to comply with
reporting provisions of the policies shall not affect coverage
provided to the Commission, and its respective board
members, officers, agents or employees.
(d) Coverage of Claims. Counsel's insurance shall apply
separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the
insurer's liability.
(e) Notice of Change or Cancellation. Each insurance policy
required by this Contract shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either
party or reduced in coverage or in limits, except after thirty
(30) days' prior written notice by certified mail, return receipt
requested, has been given to the Commission.
Bond Counsel Agreement
February 15, 2011
Page 8of12
7.6. Acceptability. All insurance is to be placed with insurers with an A.
M. Best's rating of no less than A:VII, unless otherwise approved by the
Commission's Risk Manager.
7.7. Verification of Coverage. Counsel agrees to provide the
Commission's Risk Manager with certificates of insurance and with original
endorsements evidencing required coverage before the performance of any
Contract services. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements may be on forms provided by the
Commission. All certificates and endorsements are to be received and approved
by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements demonstrating the coverage required by these
specifications at any time.
7.8. Subcontractors. Outside Counsel shall include all subcontractors as
insured's under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all the requirements stated herein.
8. TERMINATION
The Commission may terminate this Contract for the Commission's
convenience and without cause at any time by giving Counsel five (5) days'
written notice of such termination. In the event of termination, Counsel shall be
entitled to compensation for services satisfactorily performed to the effective date
of termination; provided, however, that the Commission may condition payment
of such compensation upon Counsel's delivery to the Commission of any or all
documents or other materials provided to Counsel or prepared by or for Counsel
or the Commission in connection with this Contract. In the event this Contract is
terminated prior to the closing of the Financing, Counsel further agrees to do all
other things reasonably necessary to cause an orderly transition of services for
the Financing without detriment to the Commission.
9. INDEMNIFICATION
Counselshall defend, hold harmless and indemnify the Commission, and
its respective board members, officers, agents and employees of and from all
claims, loss, damage, injury, actions, causes of action and liability of every kind,
nature and description directly or indirectly arising out of or connected with the
performance of this Contract and any of Counsel's operations or activities related
thereto, excluding the willful misconduct or gross negligence of the person or
entity seeking to be defended, indemnified or held harmless.
Bond Counsel Agreement
February 15, 2011
Page 9 of 12
10. NOTICES
All notices, demands, consents or approvals required under this Contract
shall be in writing and shall be deemed given when delivered personally, when
received by facsimile transmission, or three (3) business days after being
deposited in the U.S. Mail, first class postage prepaid, return receipt requested,
addressed as follows:
If to the Commission: City of National City .
Community Development Commission
Attn.: Finance Director
City of National City
1243 National City Blvd.
National City, CA 91950
If to Counsel:
David Fama
Jones Hall
650 California Street, 18th Floor
San Francisco, CA 94108
or to such other addresses as the parties may designate by notice as set forth
above.
11. NO PERSONAL LIABILITY
No member, official or employee of the Commission shall be liable
personally to Counsel or any successor in interest in the event of any default or
breach by the Commission or for any amount which may become due to Counsel
or any successor or on any obligation under the terms of this Contract.
12. ASSIGNMENT OF CONTRACT
Counsel shall not assign this Contract, or any part thereof, without the
prior express written consent of the Commission.
13. OWNERSHIP OF MATERIALS
Upon payment therefor, any and all documents, including draft documents
where completed documents are unavailable, or materials prepared or caused to
be prepared by Counsel pursuant to this Contract shall be the property of the
Commission at the moment of their preparation.
Bond Counsel Agreement
February 15, 2011
Page 10 of 12
14. MISCELLANEOUS PROVISIONS
14.1. Modification, Waiver and Amendment. Any modification, waiver or
amendment of any of the provisions of this Contract must be in writing and
signed by both the Commission and Counsel.
14.2. Entire Contract. This Contract represents the complete agreement
between the parties as to the matters described herein, and there are no oral
understandings between Counsel and the Commission affecting this Contract not
set forth herein. This Contract supersedes all previous negotiations,
arrangements, agreements and understandings between Counsel and the
Commission with respect to the subject matter hereof.
14.3. Severability. If any provision of this Contract shall be determined to
be illegal or unenforceable, such determination shall not affect any other
provision and all such other provisions shall remain in full force and effect.
14.4. Governing Law: Venue. This Contract shall be governed by the
laws of the State of California, and venue shall be in the courts with jurisdiction in
the County of Riverside. It is the responsibility of the Counsel to be informed of
local, state and federal laws and requirements applicable to this Contract and to
perform all work in compliance with those laws and requirements.
14.5. Headings. Titles of parts or sections of this Contract are inserted for
convenience only and shall be disregarded in construing or interpreting its
provisions.
14.6. Attornev's Fees. In any action or proceeding arising out of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees and
costs.
14.7. Authority. The undersigned represents and warrants that he or she
has full power and authority to enter into this Contract and to bind the parties in
accordance with its terms.
[remainder of page left intentionally blank]
Bond Counsel Agreement
February 15, 2011
Page 11 of 12
IN WITNESS WHEREOF the Commission and Counsel have executed this
Contract as of the date first above written.
COMMISSION:
By:
Dated: Chris Z
Executive Director
APPROVED AS TO FORM:
By:
Claudia Si
CDC General'CQ.tlnsel
COUNSEL: J/d,►CS /-k `(
By:
Its: I/.A
'7
Attest:
Brad Raulston
Secretary
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Bond Counsel Agreement
February 15, 2011
Page 12 of 12
+r- CALIFORNIA -+
Mayor
Ron Morrison
Council Members
Alejandra Sotelo-Solis
Louis Natividad
Mona Rios
Rosalie Zarate
March 15, 2011
David Fama, Esq.
Jones Hall
650 California Street
18th Floor
San Francisco, CA 94108
NATIONAL CITy
'NCORroH TE�
Office of the City Attorney
RE: Bond Counsel Legal Services Contract
Dear Mr. Fama:
City Attorney
Claudia Gacitua Silva
Legal Counsel
George H. Eiser, III
Senior Assistant City Attorney
Jodi L. Doucette
Enclosed please find a fully -executed original Bond Counsel Legal Services Contract between
the Community Development Commission of the City of National City and Jones Hall for your
files.
Very truly yours,
7.44-ems
Ginny Miller`
Executive Assistant to the City Attorney
Enclosure
cc: City Attorney
City Clerk t/
1243 National City Boulevard; National City, California 91950-4301
Tel.: (619) 336.4220 Fax: (619) 336.4327
DISCLOSURE COUNSEL LEGAL SERVICES CONTRACT
This LEGAL SERVICES CONTRACT ("Contract") is entered into as of the
Effective Date of February 8, 2011 by and between the CITY OF NATIONAL
COMMUNITY DEVELOPMENT COMMISSION, a California Municipal
Corporation (the "Commission"), and Best, Best & Krieger, LLP ("Disclosure
Counsel").
The Commission and Disclosure Counsel agree as follows:
1. SCOPE OF SERVICES
1.1. Appointment of Disclosure Counsel. The Commission engages and
appoints Disclosure Counsel to perform legal services in connection with the
issuance by the Commission of tax allocation bonds, and Disclosure Counsel
accepts such engagement and appointment, upon the terms and conditions set
forth in this Contract. Disclosure Counsel shall perform the services required
hereunder in an efficient and professional manner, in accordance with the terms
hereof and to the reasonable satisfaction of the Commission. Except to the
extent, if any, specifically provided herein or specifically authorized in writing by
the Commission, Disclosure Counsel shall have no right or authority, express or
implied, to commit or otherwise obligate the Commission in any manner
whatsoever.
1.2. Scope of services. Disclosure Counsel shall, for and in consideration
of the compensation set forth in Section 5 hereof and on the terms and
conditions provided therein, perform the following legal services relating to the
issuance by the Commission of tax allocation bonds (the "Financing"):
1.2.1. Disclosure Counsel shall make available for consultation and
conference with the Commission Executive Director, Finance Director, and other
Commission officials, as well as representatives of the parties to the Financing,
such personnel of Disclosure Counsel as are qualified to advise on all matters
relating to the Financing within the scope of this Contract.
1.2.2. At the Commission Executive Director's request, Disclosure
Counsel shall prepare and/or review the various documents relating to the
authorization, issuance, sale and delivery of the bonds, including, but not limited
to, (i) the ordinances and resolutions authorizing and approving the sale and
issuance of the bonds and related documents prescribing the terms, form,
security, and other provisions relating thereto, (ii) any and all other resolutions or
ordinances adopted in connection with the Financing, (iii) the notices of intention
to sell relating to the bonds and the official notices of sale of the bonds, (iv) the
purchase contracts, if any, (v) the preliminary and final official statements, other
than the Commission's financial statements contained therein, and (vi) other
agreements and documents in connection with the Financing. All legal
Disclosure Counsel Agmt
2011 TAB
Page 1of11
99999.09999\5866454.2
documents prepared by Disclosure Counsel and the opinions required hereunder
shall be submitted to the Commission Attorney prior to execution and shall be
subject to the Commission Attorney's approval.
1.2.3. Disclosure Counsel shall cooperate with the Commission's
staff and financial consultants in planning the structure of the Financing and
terms of the bonds, advise the Commission regarding the official statements and
disclosure issues relating to the bonds, and perform other services customarily
performed by bond Disclosure Counsel in connection with similar financings.
Disclosure Counsel shall also give such advice and perform such services as
may be necessary or advisable in order to ensure that interest on the bonds is
excluded from gross income for federal income tax purposes and exempt from
California personal income taxes.
1.2.4. Disclosure Counsel shall render the opinions with respect to
the bonds, in such form and subject to such exceptions, qualifications and
limitations as are typically used in legal opinions for similar financings and are
reasonably acceptable to the Commission Attorney, including, as appropriate, the
following:
(a) Review for execution by the Commission Attorney, a draft of
an unqualified opinion, substantially to the effect that:
(1) all agreements relating to the bonds have been duly
and validly authorized, executed and delivered by the
Commission and constitute the valid, legal and
binding obligations of the Commission;
(2) all authorizing resolutions and ordinances of the
Commission and its agencies with respect to the
bonds have been duly adopted and are valid and
binding on the Commission; and
(3) the bonds constitute a valid, legal and binding
obligation of the Commission.
(b) To the Commission and the initial purchasers of the bonds,
an unqualified opinion, substantially to the effect that the
Bonds are exempt from the registration requirements of the
Securities Act of 1933, as amended.
(d) To the Commission and the initial purchasers of the bonds,
an opinion substantially to the effect that, based upon its
participation in the transaction, no information came to the
attention of Disclosure Counsel that caused it to believe that,
as of the date of the official statement and as of the date of
Disclosure Counsel Agmt
2011 TAB
Page 2 of 11
99999.09999\5866454.2
the closing of the bonds, the official statement contains any
untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading in any material
respect; and except for any financial, engineering or
statistical data or forecasts, numbers, estimates, charts,
projections, assumptions or expressions of opinion.
1.2.5. Disclosure Counsel shall attend or otherwise participate in
working group meetings and telephone conferences of those involved in the
Financing. Disclosure Counsel shall also attend meetings of the Commission
and such other meetings as the Commission may determine necessary or
appropriate.
1.2.6. Disclosure Counsel shall conduct its own independent "due
diligence" review as appropriate, in connection with the delivery of the opinions
referred to in Section 1.2.4 above.
1.2.7. Following the closing of the bonds, Disclosure Counsel shall
provide routine consultation to the Commission, as reasonably requested by the
Commission, on matters related to the bonds and the Financing.
1.2.8. Prepare and provide to the Commission and other Financing
participants copies of the final Official Statement in PDF form, as well as printed
in the number requested by the Commission.
1.2.9. At the request of the Commission, Disclosure Counsel shall
prepare a project work plan showing the types of legal services, staffing and
estimated budget for the services or any additional services.
1.2.10. Any other services in connection with the Financing
requested by the Commission but only within the scope of the services
customarily provided by bond counsel in connection with similar financings.
2. TERM
The term of this Contract shall begin on the Effective Date and end on the
earlier of the following: the completion of services or December 31, 2013, unless
terminated earlier by either party as provided in this Contract.
3. EFFECTIVE DATE
Subject to full execution hereof, this Contract shall be deemed effective as
of the date first written above, which is the date on which this Contract was
authorized by the Commission Council.
Disclosure Counsel Agmt
2011 TAB
Page 3 of 11
99999.0999915866454.2
4. STAFFING
4.1. Commitment of Qualified Personnel. Services under this Contract
shall be performed only by competent personnel under the supervision of and in
the employment of Disclosure Counsel. Particular tasks must be performed by
lawyers with appropriate levels of experience for the performance of such tasks.
4.2. Named Personnel. Disclosure Counsel shall provide the following
personnel:
Kelly Salt, Esq.
Kim Bvrens, Esq.
Any change in the lead attorneys or addition to or substitution of any of the
other named staffing requires the Commission Manager's prior written approval.
Staffing decisions required to be taken by Disclosure Counsel in an emergency
for which prior written approval of the Commission Executive Director required
hereunder is not feasible shall be limited to such emergency situation only, taken
by Disclosure Counsel in a reasonable manner and require immediate follow-up
discussions with the Commission Executive Director. Disclosure Counsel shall
attend all staff meetings and the other elements of the scope of services to be
rendered hereunder in a cost effective manner, consistent with the requirements
of Section 1 and as otherwise provided in this Contract.
5. COMPENSATION AND BILLING RATES
5.1. Fees; Payment Contingent on Successful Completion of Transaction
Closing. As full compensation for all of the services rendered by Disclosure
Counsel under this Contract, the Commission shall pay to Disclosure Counsel
$25,000 for the first series of bonds, and $20,000 for the second series of bonds
if an additional Preliminary Official and Official Statement are required to be
prepared. Notwithstanding anything to the contrary herein, the compensation of
Disclosure Counsel is contingent upon the successful issuance and sale of the
bonds or Financing and upon the Commission Attorney's reasonable
determination that the services have been satisfactorily rendered in accordance
with this Contract. Compensation shall be payable within a reasonable time after
the closing of the sale of the bonds or the Financing.
5.2. Maximum Costs; Commission's Obligations Limited to Certification
Amount. The Commission's obligation hereunder shall not at any time exceed
the amount approved by the Commission for the purpose and period stated in
such approval.
Disclosure Counsel Agmt
2011 TAB
Page 4 of 11
99999.09999\5866454.2
5.3. Gratuitous services. The Commission and its employees and officers
are not authorized to request Disclosure Counsel to perform services beyond the
scope of the services agreed upon in this Contract, unless the Contract is
amended in writing and approved by the parties. The Commission is not
required to reimburse Disclosure Counsel for services that are provided by
Disclosure Counsel that are beyond the scope of the services agreed upon in this
Contract and which were not approved by a written amendment to this Contract
having been lawfully executed by the Commission.
5.4. Approval Reauired for Additional Funding. The Commission and its
employees and officers are not authorized to offer or promise Disclosure Counsel
additional funding for this Contract that would exceed the amount authorized
pursuant to this Contract for Disclosure Counsel's performance hereunder.
Additional funding for this Contract in excess of such approved amount shall
require lawful approval and certification by the Commission.
6. METHOD OF PAYMENT
6.1. Invoices. As a condition to payment of any Compensation,
Disclosure Counsel must furnish an invoice in a form reasonably acceptable to
the Commission Attorney. Disclosure Counsel shall submit a detailed billing
memorandum to the Commission Attorney. Commission Attorney shall review
and approve invoices forthwith in order to permit payment on or after the closing.
6.2. Payment Contingent on Commission Attorney Approval of Invoices
and on Successful Closing. All charges incurred under this Contract shall be due
and payable only upon (1) approval by the Commission Attorney of an invoice for
work performed in accordance with this Contract and (2) the successful
completion of the sale of the bonds and closing of the Financing. Disclosure
Counsel assumes the risk of non-payment in the event the bonds are not sold or
the Financing does not close prior to the expiration of this Contract, for any
reason, including, but not limited to, the Commission's determination in its sole
and absolute discretion not to proceed with the Financing.
6.3. Taxes. Payment of any taxes, including possessory interest taxes
and California sales and use taxes, levied upon this Contract or the services
delivered pursuant hereto, shall be the obligation of Disclosure Counsel. No
payroll or employment taxes of any kind will be withheld or paid by Commission
on behalf of Contractor. Commission will not treat Contractor as an employee
with respect to the Contract services for any purpose, including federal and state
tax purposes. Contractor understands and agrees that it is Contractor's
responsibility to pay all taxes required by law, including self-employment social
security tax. Commission will issue an IRS 1099 Form, or other appropriate tax
reporting document, to Contractor for the Contract services.
Disclosure Counsel Agmt
2011 TAB
Page 5 of 11
99999.0999915 866454.2
6.4. Independent Contractor; Benefits. It is expressly understood and
agreed by both parties that Disclosure Counsel, while engaged in carrying out
and complying with any of the terms and conditions of this Contract, is an
independent contractor and not an employee of the Commission. Disclosure
Counsel expressly warrants not to represent, at any time or in any manner, that
Disclosure Counsel is an employee of the Commission. Disclosure Counsel will
not be eligible for, and will not participate in, any health, pension, or other benefit
of Commission, which exists solely for the benefit of Commission employees
during the Contract Term.
7. INSURANCE
7.1. Coverage and Verification. For the entire term of this Contract,
including any extensions, Disclosure Counsel must procure and maintain
insurance coverage against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work under
this Contract by Disclosure Counsel, its agents, representatives, employees or
subcontractors. Disclosure Counsel shall furnish the Commission's risk manager
with certificates of insurance and with original endorsements effecting coverage
required by this clause at least ten days before this Contract is executed. The
certificates and endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf and may be on
forms provided by the Commission. All certificates and endorsements are to be
received and approved by the Commission before work commences. The
Commission reserves the right to require complete, certified copies of all required
insurance policies from time to time.
7.2. Minimum Scope of Insurance. Disclosure Counsel shall maintain
coverage as follows:
7.2.1. Commercial General Liability coverage equivalent to
Insurance services Office Commercial General Liability coverage (occurrence
form CG 00 01).
7.2.2. Commercial Automobile Liability coverage for hired and non -
owned vehicles.
7.2.3. Workers' Compensation insurance and Employer's Liability
insurance that complies fully with the California Labor Code.
7.2.4. Professional Liability insurance covering all negligent acts,
errors and omissions of Disclosure Counsel.
7.3. Minimum Limits of Insurance. Disclosure Counsel shall maintain
limits no less than:
Disclosure Counsel Agmt
2011 TAB
Page 6 of 11
99999.0999915866454.2
7.3.1. General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Contract or the
general aggregate limit shall be twice the required occurrence limit.
7.3.2. Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
7.3.3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the State of California and Employer's
Liability limits of $1,000,000 per accident for bodily injury and $1,000,000 per
person and in the annual aggregate for bodily injury by disease.
7.3.4. Professional (errors and omissions) Liability insurance:
$2,000,000 per occurrence/claim and in the annual aggregate. If the Disclosure
Counsel's Professional Liability Insurance is "claims made" coverage, these
minimum limits shall be maintained by Disclosure Counsel for no less than three
(3) years beyond the term of this Contract.
7.4. Other Insurance Provisions. The policies are to contain or be
endorsed to contain the following provisions:
7.4.1. General Liability and Automobile Liability Coverages:
(a) All Coverages. The City, the Community Development
Commission and its respective board members, officers,
agents and employees are to be covered as insured's as
respects to liability arising out of work or operations
performed by or on behalf of Disclosure Counsel; products
and completed operations of Disclosure Counsel premises
owned, occupied or used by Disclosure Counsel; or
automobiles owned, leased, hired or borrowed by Disclosure
Counsel. The coverage shall contain no special limitations
on the scope of protection afforded to the City, the
Community Development Commission and their respective
commissioners, officers, agents or employees.
(b) Primary Insurance. Disclosure Counsel's insurance
coverage shall be primary insurance as respects to the
Commission, and its respective board members, officers,
agents and employees. Any insurance or self-insurance
maintained by the Commission, and its respective board
members, officers, agents or employees or shall be excess
of Disclosure Counsel's insurance and shall not contribute
with it.
Disclosure Counsel Agmt
2011 TAB
Page 7 of 11
99999.09999\5 866454.2
(c) Effect of Failure to Report. Any failure to comply with
reporting provisions of the policies shall not affect coverage
provided to the Commission, and its respective board
members, officers, agents or employees.
(d) Coverage of Claims. Disclosure Counsel's insurance shall
apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of
the insurer's liability.
(e) Notice of Change or Cancellation. Each insurance policy
required by this Contract shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either
party or reduced in coverage or in limits, except after thirty
(30) days' prior written notice by certified mail, return receipt
requested, has been given to the Commission.
7.5. Acceptability. All insurance is to be placed with insurers with an A.
M. Best's rating of no less than A:VII, unless otherwise approved by the
Commission's Risk Manager.
7.6. Verification of Coverage. Disclosure Counsel agrees to provide the
Commission's Risk Manager with certificates of insurance and with original
endorsements evidencing required coverage before the performance of any
Contract services. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements may be on forms provided by the
Commission. All certificates and endorsements are to be received and approved
by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements demonstrating the coverage required by these
specifications at any time.
7.7. Subcontractors. Outside Disclosure Counsel shall include all
subcontractors as insured's under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall
be subject to all the requirements stated herein.
8. TERMINATION
The Commission may terminate this Contract for the Commission's
convenience and without cause at any time by giving Disclosure Counsel five (5)
days' written notice of such termination. In the event of termination, Disclosure
Counsel shall be entitled to compensation for services satisfactorily performed to
the effective date of termination; provided, however, that the Commission may
Disclosure Counsel Agmt
2011 TAB
Page 8 of 11
99999.0999915866454.2
condition payment of such compensation upon Disclosure Counsel's delivery to
the Commission of any or all documents or other materials provided to
Disclosure Counsel or prepared by or for Disclosure Counsel or the Commission
in connection with this Contract. In the event this Contract is terminated prior to
the closing of the Financing, Disclosure Counsel further agrees to do all other
things reasonably necessary to cause an orderly transition of services for the
Financing without detriment to the Commission.
9. INDEMNIFICATION
Disclosure Counsel agrees to defend, indemnify and hold the Commission
and its officers and employees harmless from and against claims asserted for or
damages to any person or property which is resulting from, arising out of, or
caused by the negligent acts or omissions of Disclosure Counsel in performing
the work or other obligations under this Agreement, and all expenses of
investigating and defending against same, and provided that this indemnification
and hold harmless shall not include any claims or liability arising from the
established sole negligence or willful misconduct of the Commission, its officers,
or employees. The indemnity, defense and hold harmless obligations contained
herein shall survive the termination of this Agreement for any alleged or actual
omission, act, or negligence under this Agreement that occurred during the term
of this Agreement.
10. NOTICES
All notices, demands, consents or approvals required under this Contract
shall be in writing and shall be deemed given when delivered personally, when
received by facsimile transmission, or three (3) business days after being
deposited in the U.S. Mail, first class postage prepaid, return receipt requested,
addressed as follows:
If to the Commission: City of National City
Community Development Commission
Attn.: Finance Director
City of National City
1243 National City Blvd.
National City, CA 91950
If to Disclosure Counsel: Kelly Salt, Esq.
Best, Best & Krieger
655 West Broadway
15th Floor
San Diego, CA 92101-3301
or to such other addresses as the parties may designate by notice as set forth
above.
Disclosure Counsel Agmt
2011 TAB
Page 9 of 11
99999.09999\5866454.2
11. NO PERSONAL LIABILITY
No member, official or employee of the Commission shall be liable
personally to Disclosure Counsel or any successor in interest in the event of any
default or breach by the Commission or for any amount which may become due
to Disclosure Counsel or any successor or on any obligation under the terms of
this Contract.
12. ASSIGNMENT OF CONTRACT
Disclosure Counsel shall not assign this Contract, or any part thereof,
without the prior express written consent of the Commission.
13. OWNERSHIP OF MATERIALS
Upon payment therefor, any and all documents, including draft documents
where completed documents are unavailable, or materials prepared or caused to
be prepared by Disclosure Counsel pursuant to this Contract shall be the
property of the Commission at the moment of their preparation.
14. MISCELLANEOUS PROVISIONS
14.1. Modification, Waiver and Amendment. Any modification, waiver or
amendment of any of the provisions of this Contract must be in writing and
signed by both the Commission and Disclosure Counsel.
14.2. Entire Contract. This Contract represents the complete agreement
between the parties as to the matters described herein, and there are no oral
understandings between Disclosure Counsel and the Commission affecting this
Contract not set forth herein. This Contract supersedes all previous negotiations,
arrangements, agreements and understandings between Disclosure Counsel and
the Commission with respect to the subject matter hereof.
14.3. Severabilitv. If any provision of this Contract shall be determined to
be illegal or unenforceable, such determination shall not affect any other
provision and all such other provisions shall remain in full force and effect.
14.4. Governing Law; Venue. This Contract shall be governed by the
laws of the State of California, and venue shall be in the courts with jurisdiction in
the County of Riverside. It is the responsibility of the Disclosure Counsel to be
informed of local, state and federal laws and requirements applicable to this
Contract and to perform all work in compliance with those laws and
requirements.
Disclosure Counsel Agmt
2011 TAB
Page 10 of 11
99999.09999\5866454.2
14.5. Headings. Titles of parts or sections of this Contract are inserted for
convenience only and shall be disregarded in construing or interpreting its
provisions.
14.6. Attornev's Fees. In any action or proceeding arising out of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees and
costs.
14.7. Authority. The undersigned represents and warrants that he or she
has full power and authority to enter into this Contract and to bind the parties in
accordance with its terms.
IN WITNESS WHEREOF the Commission and Disclosure Counsel have
executed this Contract as of the date first above written.
COMMISSION:
By:
Dated:
Exedutive Director
APP'OVED AS TO FORM:
CDC Gen Counsel
DISCLOSURE COUNSEL:
By:
Its:
By:
Attest:
March 8, 2011
Secretary
Dated: (l (
Disclosure Counsel Agmt
2011 TAB
99999.09999\5866454.2
Page11 of 11
Mayor
Ron Morrison
Council Members
Alejandra Sotelo-Solis
Louis Natividad
Mona Rios
Rosalie Zarate
March 8, 2011
Kelly J. Salt, Esq.
Best Best & Krieger, LLP
655 West Broadway
15TH Floor
San Diego, CA 92101-3301
' - CALIFORNIA -+
NATIONAL CITY
�- INCOgp ATEi
Office of the City Attorney
RE: Disclosure Counsel Legal Services Contract
Dear Ms. Salt:
City Attorney
Claudia Gacitua Silva
Legal Counsel
George H. Eiser, III
Senior Assistant City Attorney
Jodi L. Doucette
Enclosed please find a fully -executed original Disclosure Counsel Legal Services Contract
between the Community Development Commission of the City of National City and Best Best &
Krieger for your files.
Very truly yours,
Ginny Miller
Executive Assistant to the City Attorney
Enclosure
cc: +/City Attorney
Executive Director, CDC
1243 National City Boulevard; National City, California 91950-4301
Tel.: (619) 336.4220 Fax: (619) 336.4327
RESOLUTION 2011 — 26
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY ("CDC") ACCEPTING THE REPORT OF
THE EVALUATION COMMITTEE FOR POTENTIAL CDC BOND ADVISORS
PROVIDING A RECOMMENDATION FOR BOND COUNSEL (JONES HALL),
DISCLOSURE COUNSEL (BEST, BEST & KRIEGER), AND
UNDERWRITER(S) (DE LA ROSA AND STONE & YOUNGBERG); APPROVING
THE SELECTION OF BOND COUNSEL, DISCLOSURE COUNSEL,
AND UNDERWRITER(S); AND AUTHORIZING THE HIRING OF
BOND COUNSEL, DISCLOSURE COUNSEL, AND UNDERWRITER(S),
INCLUDING AUTHORIZING EXECUTION OF SAID AGREEMENTS
ALL RELATED TO A POTENTIAL BOND ISSUANCE FOR THE CDC
WHEREAS, since 2009, the City of National City and the Community
Development Commission of the City of National City ("CDC") have been working to identify
community needs in the areas of housing, infrastructure and economic development; and
WHEREAS, an amendment to the Redevelopment Plan (the "Plan") is being
developed that would, in part, extend the life of the Plan which would allow for an increase in the
annual tax increment limit, the amount of bonded indebtedness, and result in an increase to the
low -moderate housing fund set aside from 20% to 30%; and
WHEREAS, concurrently with the development of an amendment to the
Redevelopment Plan, City staff is in the process of updating the General Plan, which would
provide the framework for future development. In conjunction with the General Plan Update, the
Land Use Code is being updated, and a five-year Capital Improvement Program is being
developed; and
WHEREAS, current needs and market conditions require the CDC staff to
accelerate the time frame for a bond issuance; and
WHEREAS, on January 20, 2011, the CDC sent a Request for Proposal to
interested underwriters in connection with the CDC's potential Tax Allocation Bond ("TAB") in an
amount between $20 Million to $30 Million; and
WHEREAS, potential uses of the TAB funds would include the capital
improvement program or other eligible projects such as housing, public facilities, infrastructure
improvements, and economic development projects within legal boundaries of the
redevelopment area of National City; and
WHEREAS, on February 1, 2011, an Evaluation Committee For Potential CDC
Bond Advisors (the "Committee") was created which consisted of two members of the City
Council, legal, financial, and the City Manager's Office; and
WHEREAS, on February 3, 2011, the Committee interviewed and evaluated four
underwriting and five bond/disclosure counsel firms who responded to the RFP; and
WHEREAS, after reading and considering each proposal, and interviewing each
firm, the Committee recommends Jones Hall to serve as Bond Counsel and the law firm of Best,
Best & Krieger to serve as Disclosure Counsel, De La Rosa & Company to serve as Senior
Underwriter, and Stone & Youngberg to serve as Co -Manager to the CDC; and
Resolution No. 2011-26
Page 2
WHEREAS, the fees for the legal and underwriting services are contingent upon
a successful bond issuance, thus no funds are to be encumbered at this time.
NOW, THEREFORE, BE IT RESOLVED that the Community Development
Commission of the City of National City hereby accepts the report of the Evaluation Committee
for Potential CDC Bond Advisors recommending Jones Hall to serve as Bond Counsel, Best,
Best & Krieger to serve as Disclosure Counsel, De La Rosa & Company to serve as Senior
Underwriter, and Stone & Youngberg to serve as Co -Manager to the CDC for the potential bond
issuance.
BE IT FURTHER RESOLVED that the CDC hereby authorizes the hiring of said
recommended firms.
BE IT FURTHER RESOLVED that the CDC hereby authorizes the execution of
Agreements with each firm related to a potential bond issuance for the CDC.
PASSED and ADOPTED this 8th day of February 11
A' 'ROVEL S TO FORM:
LI
. is
CDC Gen
Silva
-ral Co
nsel
on Morrison, Chairman
Passed and adopted by the Community Development Commission of the City of
National City, California, on February 8, 2011, by the following vote, to -wit:
Ayes: Commissioners Morrison, Natividad, Rios, Sotelo-Solis, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman, Community Development Commission
Secret
ity : •pment Commission
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2011-26 of the Community Development Commission of the City of
National City, California, passed and adopted on February 8, 2011.
Secretary, Community Development Commission
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COMMUNITY DEVELOPMENT COMMISSION
COUNCIL AGENDA STATEMENT
MEETING DATE: February 15, 2011
C6, \i-�
(ao\-e-I
AGENDA ITEM NO. 1
ITEM TITLE:
Resolution of the CDC accepting the report of the Evaluation Committee for Potential CDC Bond Advisors
providing a recommendation for bond counsel (Jones Hall), disclosure counsel (Best, Best & Krieger), and
underwriter(s) (De La Rosa and Stone & Youngberg); approving the selection of bond counsel, disclosure
counsel, and underwriter(s); and, authorizing the hiring of bond counsel, disclosure counsel, and underwriter(s),
including authorizing execution of said agreements all related to a potential bond issuance for the CDC
PREPARED BY:
Leslie Deese
Claudia G. Silva
PHONE: Exts. 4242
4222
EXPLANATION:
Please see attached memorandum.
DEPARTMENT: City Manager
City Attorney
APPROVED e ,
FINANCIAL STATEMENT: APPROVED:
ACCOUNT NO. NA APPROVED:
All payments contingent upon issuance of bonds, if any.
ENVIRONMENTAL REVIEW:
N/A
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
Finance
MIS
STAFF RECOMMENDATION:
Adopt resolution.
BOARD / COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
Proposed resolution.
)��0v ti„c, - a6
Introduction
Since 2009, the City of National City and the Community Development
Commission of the City of National City (CDC) have been working to identify
community needs in the areas of housing, infrastructure and economic
development. Updates to redevelopment and planning documents have been
prepared to accomplish goals identified in these plans. Bonds are being
reviewed in anticipation of accomplishing community goals. It is important to
note that an issuance of bonds will not affect the property tax rate and would
come from existing or new capacity as a result of current and past development.
An amendment to the Redevelopment Plan has been underway for the last
twelve months. The amendment would, in part, extend the life of the plan which
would allow for an increase in the annual tax increment limit, the amount of
bonded indebtedness and result in an increase the low -moderate housing fund
set aside from 20% to 30%. In addition, over the same general time frame, the
City of National City (City) has been working on an update to the General Plan.
The General Plan Update would provide the framework for future development.
In conjunction with the General Plan Update, the Land Use Code is being
updated, and a five-year Capital Improvement Program is being developed.
These efforts are anticipated to result in documents being presented to the
Commission and Council for approvals later this spring. Current needs and
market conditions require the CDC staff to accelerate the time frame for a bond
issuance.
In mid/late January, 2011, the CDC prepared Requests for Proposal,
seeking underwriters and bond/disclosure counsel to assist in the potential
issuance of bonds in an approximate amount of $30,000,000. On February 1,
2011 the City Council appointed two council members to serve on the evaluation
committee for potential CDC bond advisors. The committee provided for a
balanced representation with members of the city council, legal, financial, and
city manager's office, and was comprised of the following members:
Councilmember Luis Natividad
Councilmember Mona Rios
City Attorney Claudia Silva
Assistant City Manager Leslie Deese
National City's Financial Advisor Michael Busch (Urban Futures Inc.)
Bond and Disclosure Counsel
Five law firms responded to the Request for Proposal for Bond and Disclosure
Counsel:
Best, Best & Krieger;
Fulbright & Jaworski;
Jones Hall;
Orrick, Herrington & Sutcliffe; and,
Stradling Yocca Carlson & Rauth.
On February 3, 2011, all five firms were interviewed by the committee. The
attached Request for Proposal includes the evaluation and criteria method.
After reading and considering each proposal, and interviewing each firm, the
Committee concluded that all the firms had the experience as both bond and
disclosure counsel. The Committee selected the following top four firms: Jones
Hall; Best, Best & Krieger; Orrick, Herrington & Sutcliffe; and Stradling Yocca
Carlson & Rauth. The Committee felt the CDC would be well -served by any of
these four firms. As the Committee was tasked with making a recommendation,
the following two firms were preferred by the Committee, as explained below:
Bond Counsel: Jones Hall
Disclosure Counsel: Best, Best & Krieger
Jones Hall acted as bond counsel for CDC on the following prior bond matters:
1990 Certificate of Participation for the Police Facility; 1991 bond issuance; 1998
COP refinancing; 2001 tax allocation bond issuance; and 2003 swap transaction.
Most recently, they were involved in the discussions related to a possible
refinancing. In recent years, they have been ranked number 2 in the state based
on the number of bond issuances. The firm is exclusively a bond firm and has
proposed David Fama as the partner for this bond issuance. He has over 20
years experience and would handle all the work associated with this matter.
Based on their knowledge of prior CDC transactions, their rankings based on the
number of issuances, and the time frame in which this issuance is moving, the
Committee recommends David Fama of Jones Hall as bond counsel.
Best, Best & Krieger (BB&K) has had an ongoing relationship with the City
of National City in matters related to labor and employment, and most recently in
representing the City and the CDC in the matter of CYAC v. City, et al. They
have proposed a team of three partners to act as bond counsel and/or disclosure
counsel. The three partners have over 35 years of bond experience. BB&K
served as bond counsel for the recent (January 24, 2011) bond closing in San
Marcos. In addition, they have served as disclosure counsel for numerous tax
allocation bond issuances for the Redevelopment Agency of the City of San
Diego in 2010. Based on BB&K's work on the recent San Marcos bond issuance,
numerous disclosure counsel transactions over the past year, and their
commitment to having partners devoted to handling the disclosure, the
Committee recommends Kelly Salt, assisted by Kim Byrens of BB&K as
disclosure counsel.
Underwriters
Background:
On January 20, 2011, the City of National City Community Development
Commission (CDC) sent a Request for Proposal (RFP) (attached) to interested
underwriters in connection with the CDC's potential Tax Allocation Bond (TAB) in
an amount between $20 million to $30 million. Potential uses of the funds would
include the capital improvement program or other eligible projects such as
housing, public facilities, infrastructure improvements, and economic
development projects within legal boundaries of the redevelopment area of
National City.
Five firms responded to the RFP for underwriting services:
Cabrera Capital Partners
De la Rosa & Company
Southwest Securities & Estrada Hinojosa (Joint Proposal)
Stone & Youngberg
On Thursday, February 3rd, the Committee interviewed and evaluated
underwriting, bond/disclosure counsel firms who responded to the RFP The
Committee identified the following top three firms:
De la Rosa & Company,
Stone & Youngberg;
Southwest Securities & Estrada Hinojosa (Joint Proposal).
The Committee felt the CDC would be well -served by any of these three firms.
Committee Evaluation Criteria
In order to rank the firms and provide a recommendation to the City Council, in
addition to the criteria outlined in the RFP, the Committee considered:
• The firm's ability to access the market quickly;
• The firm's ability to buy back the bonds should they not sell in the market;
• The firm's knowledge and understanding of the CDC and its financials.
Prior Work Performed for National City:
The City of National City last issued bonds in 2002 for the new Public Library.
Stone & Youngberg were the underwriters for the 2002 issuance.
The CDC Redevelopment Agency last issued bonds in 2005 (Tax Allocation
Bonds) to refinance the 2001 Tax Allocation Bonds. Kinsell, Newcomb & DeDios
were the underwriters for the 2001 issuance; however, they did not respond to
the 2011 RFP.
Of the five firms that responded to the RFP, three have had ongoing relationships
with the City and the CDC:
Stone & Youngberg:
$6.9 million 1991 Lease Revenue Bond
$6.0 million 2002 General Obligation Bond
Southwest Securities:
$3.2 million Private Placement (refinance of 1998 Police Facility Bond)
Estrada Hinoiosa:
Financial Advisor for the $37.8 million 2005 TAB (refinance of 2001 TAB)
Financial Advisor for the $2.4 million Police Radio refinance via private
placement
Committee Recommendations:
It is the Committee's recommendation that the City Council consider the following
firms to provide legal and underwriting services to the CDC:
Bond Counsel: Jones Hall
Disclosure Counsel: Best, Best & Krieger
Senior Underwriter: De La Rosa & Co
Co -Manager: Stone & Youngberg
Please note there is no additional cost to utilize the services of two underwriting
firms. The Committee believes that both firms possess the experience,
knowledge, understanding and capacity to carry out a successful bond issuance
on behalf of the CDC.
REQUEST FOR PROPOSALS
FOR UNDERWRITING
SERVICES
UFI
URBAN FUTURES
To: Solicited Underwriters
From: Michael Busch, Financial Advisor
Date: January 20, 2011
Re: Request for Proposal
CITY OF NATIONAL CITY COMMUNITY DEVELOPMENT COMMISSION
Tax Allocation Bond $20,000,000 to $30,000,000
The City of National City Community Development Commission (CDC) is currently accepting proposals from
interested underwriters in connection with the above referenced financing. The proposal submission requirements
are as follows:
Proposal Content Delivery
Deadline for the proposal content is 4:00pm on Friday, January 28, 2011. To be delivered electronically to
the following email address: michaelb(a,urbanfuturesinc.com.
Fee Proposal Delivery
Deadline for the fee proposal is 4:00pm on Friday, January 28, 2011. To be sent separately in a sealed
envelope to:
Michael Busch, President
Urban Futures Incorporated
3111 N. Tustin, Suite 230
Orange, CA 92865
Page Limit
5 page limit including the cover letter and exhibits (if any). Per the "Fee Proposal" instructions above,
the fee proposal is to be mailed separately and does not count against the page limit.
Font and Page Layout
11 point font, Times New Roman. Margins should be no smaller than 0.75".
Proposal Content
If your firm is interested in serving as an underwriter on the CDC's proposed financing, please submit the
following information:
Firm Information (2 page limit):
a) List the individuals who would work on the proposed financing. Include the role, responsibilities,
relevant experience, and contact information for each individual.
b) Describe your firm's experience as senior managing underwriter of tax allocation bond financings in
California since January 1, 2009. Provide SDC rankings of California negotiated tax allocation
bond financings by number of transactions since January 1, 2009. Given the recent market
UFI
volatility, please also include a discussion of your tax allocation bond experience for the past three
months.
Include a description of your firm's marketing and distribution capabilities.
Discuss your firm's recent experience with the City of National City and CDC, including
participation on prior bond transactions or other activities.
Please list any potential conflicts of interest your firm may have in acting as an underwriter for the
City and CDC.
Has your firm and/or any of its principals ever been the subject of any investigation relating to the
municipal industry by the SEC, NASD, NYSE or any other State or Federal organization that
oversees, regulates, licenses or is otherwise responsible for the municipal industry?
Has your firm and/or any of its principals ever been involved in any litigation, arbitration,
disciplinary or other actions arising from the firms underwriting, management or handling of
municipal securities?
II. Financing and Marketing Approach (1 page limit)
a) Briefly outline your financing approach and marketing strategy for the CDC's proposed financing in
light of current market conditions and the Governor's proposal to eliminate redevelopment
agencies.
Fee Proposal
Include your not -to -exceed management fee, average takedown and detailed out-of-pocket expenses for
bonds at the following tax exempt levels:
a) $10 —15 million
b) $16 — 20 million
c) $21 - 25 million
d) $26 — 30 million
e) $31 million and above
III. Proposal Evaluation Criteria
Evaluation of underwriter proposal will be based on the following criteria:
a) Responsiveness to the RFP
b) Fixed Fee Proposal
c) Recommended Underwriting Team
d) Knowledge and Understanding of the CDC
e) Experience with Tax Allocation Bonds
f) Recent Experience in the Market Based on Completed Transactions & Spreads to
Municipal Market Data (MMD)
9)
Pricing and Marketing Plan
UFI
The award of a contract is dependent upon approval by the City. The timing of the sale of the Bond is expected to be
in March, 2011. Questions on this request for proposal should be directed to the City's Financial Advisor, Michael
Busch at michaelb@urbanfuturesinc.com.
Sincerely,
URBAN FUTURES INC.
Michael Busch
President
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CITY OF NATIONAL CITY
COMMUNITY DEVELOPMENT
COMMISSION
REQUEST FOR PROPOSALS
FOR
BOND & DISCLOSURE COUNSEL
SERVICES
FOR THE PERIOD
FROM
February 2011
TO
December 2013
PROPOSALS DUE: February 2, 2011
1 Bond Counsel
Table of Contents
Section I. INTRODUCTION 1
Section II. COMMISSION INFORMATION 2
Section III. COMMISSION'S RESERVATION OF RIGHTS 2
A. UNDERSTANDINGS 2
B. EVALUATION 4
C. CONTRACT 5
D. PUBLIC RECORDS ACT DISCLOSURE 5
IV. PROPOSAL REQUIREMENTS 6
SCHEDULE "A" 10
PROPOSER CERTIFICATION 10
SCHEDULE "B" 11
BOND COUNSEL LEGAL SERVICES CONTRACT 11
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Bond Counsel
CITY OF NATIONAL CITY
COMMUNITY DEVELOPMENT COMMISSION
Request for Proposal for Bond & Disclosure Counsel Services
Section I. INTRODUCTION
The City of National City Community Development Commission is
soliciting proposals from qualified law firms to serve as bond and/or disclosure
counsel for the Commission for issuance of its tax allocation bonds. It is
anticipated that the Commission would appoint one or more firms to act as bond
counsel and disclosure counsel. Such appointment would be subject to
termination by the Commission at any time. The firm(s) to be engaged pursuant
to this invitation would be required to assist the Commission in all matters
relating to the issuance of tax allocation bonds and other methods of financing
public projects.
The successful proposer will be expected to furnish legal bond counsel
services to the Commission, including, but not limited to, consultation, advice,
and document drafting relating to financing and the rendering of approving legal
opinions for bond issues of the Commission's redevelopment project areas.
Should your firm be one of the firms selected to perform these services, it will be
required to enter into a legal services contract with the Commission. The form of
the contract is attached to this request for proposals.
The term of the contract shall be for the period commencing
February 2011 and terminating December 2013. The Commission will not
guarantee any minimum level of activity or business. No exclusive rights are
granted, or are intended to be granted, pursuant to any award under this request
for proposals and the agreement(s) with the provider(s) of service(s) shall be only
for services for such matters as the Commission, in its sole discretion, shall
deem appropriate.
In order to submit a proposal, please read and comply with Section IV
(Proposal Requirements) and submit an original and three (3) copies of your
proposal to:
CITY OF NATIONAL CITY
COMMUNITY DEVELOPMENT COMMISSION
ATTN.: CLAUDIA G. SILVA
City of National City
1243 National City Blvd.
National City, CA 91950
The deadline for proposal submission shall be 5:00 p.m. on February
2, 2011. Late proposals will not be accepted.
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1 Bond Counsel
Requests for clarification of this request for proposal must be written and
submitted to Claudia Silva, City Attorney and received no later than 5:00 p.m. on
January 31, 2010. NO COMMUNICATIONS OF ANY KIND WILL BE BINDING
AGAINST THE COMMISSION WITH REGARD TO THIS REQUEST FOR
PROPOSALS, EXCEPT FOR THE FORMAL WRITTEN RESPONSES TO ANY
REQUEST FOR CLARIFICATION.
Section II. COMMISSION INFORMATION
In 2005, the Commission issued $27,940,000 of Tax Allocation Bonds.
In 2004, the Commission issued $9,840,000 in Series A and $4,345,000 in
Series B Tax Allocation Bonds.
In 1999, the Commission issued $5,050,000 in Tax Allocation Bonds
(Housing).
Over the next 24 months, the City, Commission and Parking Authority anticipate
the issuance of approximately $50 million to $100 million in refunding and new
money bonds for public facilities, infrastructure improvements and housing
opportunities.
Section III. COMMISSION'S RESERVATION OF RIGHTS
A. UNDERSTANDINGS
Please take notice, by submission of a proposal in response to this
request for proposals, the proposer agrees to and understands:
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by submitting a proposal the proposer agrees and understands that the
City of National City Community Development Commission will require the
appropriate insurance and a City of National City business license;
that any proposal, attachments, additional information, or other
submission submitted pursuant to this request for proposals constitute
merely a suggestion to negotiate with the City of National City Community
Development Commission and is not a bid under the California Public
Bidding Laws;
submission of a proposal, attachments, and additional information shall
not entitle the proposer to enter into an agreement with the City of
National City Community Development Commission for the required
services;
2 Bond Counsel
C by submitting a proposal, the proposer agrees and understands that the
City of National City Community Development Commission is not
obligated to respond to the proposal, nor is it legally bound in any manner
whatsoever by submission of same;
C that any and all counter -proposals, negotiations or any communications
received by a proposing entity, its officers, employees or agents from the
Commission, its elected officials, officers, employees or agents, shall not
be binding against the City of National City Community Development
Commission, its elected officials, officers, employees or agents unless and
until a formal written agreement for the services sought by this request for
proposal is duly executed by both parties and approved by the
Commission Board.
In addition to the foregoing, by submitting a proposal, the proposer also
understands and agrees that the City of National City Community Development
Commission reserves the right, and may at its sole discretion exercise, the
following rights and options with respect to this request for proposals:
to reject any or all proposals;
• to amendments to this request for proposal;
C to issue additional solicitations for proposals;
C to waive any irregularities in proposals received after notification to
proposers affected;
C to select any proposal as the basis for negotiations of a contract, and to
negotiate with one or more of the proposers for amendments or other
modifications to their proposals;
C to conduct investigations with respect to the qualifications of each
proposer;
• to exercise its discretion and apply its judgment with respect to any aspect
of this request for proposal, the evaluation of proposals, and the
negotiations and award of any contract;
• to enter into an agreement for only portions (or not to enter into an
agreement for any) of the services contemplated by the proposals with
one or more of the proposers;
• to select the proposal that best satisfies the interests of the Commission
and not necessarily on the basis of price or any other single factor;
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3 Bond Counsel
❑ to interview the proposer(s);
❑ to request or obtain additional information the Commission deems
necessary to determine the ability of the proposer;
to modify dates;
❑ all proposals prepared in response to this request for proposal are at the
sole expense of the proposer, and with the express understanding that
there will be no claim, whatsoever, for reimbursement from the
Commission for the expenses of preparation. The Commission assumes
no responsibility or liability of any kind for costs incurred in the preparation
or submission of any proposal;
the Commission is not responsible for any internal or external delivery
delays which may cause any proposal to arrive beyond the stated
deadline; to be considered, proposals MUST arrive at the place specified
herein and be time stamped prior to the deadline.
B. EVALUATION
Evaluation criteria are not necessarily listed in order of importance. The
Commission reserves the right to weigh its evaluation criteria in any manner it
deems appropriate. The following criteria will be used to review the proposals:
proposer's demonstrated capability to provide the legal services;
❑ evaluation of the professional qualifications, personal background and
resume(s) of individuals proposed to provide legal services to the City;
❑ proposer's experience to perform the proposed legal services;
proposer's financial ability to provide the legal services;
evaluation of the proposer's fee submission; it should be noted that while
price is not the only consideration, it is an important one;
C a determination that the proposer has submitted a complete and
responsive proposal as required by this request for proposal;
C an evaluation of the proposer's projected approach and plans to meet the
requirements of this request for proposal;
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4 Bond Counsel
• the proposer's presentation at and the overall results of any interview
conducted with the proposer;
❑ proposers MUST sign the Proposal Certification attached hereto as
Schedule "A;"
unsigned proposals will be rejected;
❑ proposers may be required to give an oral presentation to the Commission
to clarify or elaborate on the written proposal.
C. CONTRACT
After selection of the successful proposer, the contract attached as
Schedule "B" will be completed by the Commission and will not be binding until
signed by both parties and approved by the Commission Council. NO RIGHTS
SHALL ACCRUE TO ANY PROPOSER BY THE FACT THAT A PROPOSAL
HAS BEEN SELECTED BY THE COMMISSION FOR SUBMISSION TO THE
COMMISSION BOARD FOR CONTRACT APPROVAL. THE BOARD HAS THE
RIGHT TO REJECT ANY RECOMMENDATION AND THE APPROVAL OF THE
BOARD IS NECESSARY BEFORE A VALID AND BINDING CONTRACT MAY
BE EXECUTED BY THE COMMISSION.
D. PUBLIC RECORDS ACT DISCLOSURE
The California Public Records Act, Government Code §§ 6250 et seq.
mandates public access to Commission records. However, proposals submitted
in response to this request for proposal may contain technical, financial
background or other data, public disclosure of which could cause substantial
injury to the proposer's competitive position or constitute a trade secret.
Proposers who have a good faith belief that information submitted in their
proposals is protected from disclosure under the Public Records Act shall:
1. insert the following notice in the front of its proposal:
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"NOTICE: The data on pages _ of this proposal
identified by an asterisk (*) contains technical or
financial information constituting trade secrets or
information the disclosure of which would result
in substantial injury to the proposer's competitive
position. The proposer requests that such
information be used only for the evaluation of the
proposal, but understands that any disclosure will
be limited to the extent that the Commission
considers proper under the law. If the
5 Bond Counsel
Commission enters into an agreement with this
proposer, the Commission shall have the right to
use or disclose such information as provided in
the agreement, unless otherwise obligated by
law."
2. clearly identify the pages of the proposals containing such information by
typing in bold face on the top of each page:
"* THE PROPOSER BELIEVES THAT THIS
INFORMATION IS PROTECTED FROM
DISCLOSURE UNDER THE PUBLIC RECORDS
ACT."
The Commission assumes no liability for disclosure of information so
identified, provided that the Commission has made a good faith legal
determination that the information is not protected from disclosure under
applicable law or where disclosure is required to comply with an order or
judgment of a court of competent jurisdiction. The contents of the proposal which
is accepted by the Commission, except portions "Protected from Disclosure" may
become part of the agreement resulting from this request for proposal.
IV. PROPOSAL REQUIREMENTS
All proposers to this invitation must submit their proposal in accordance
with the following format. Failure of proposers to follow the requested format
may be sufficient grounds for their proposal to be considered by the Commission
non -responsive and to be rejected.
A. Title Page. The title page should show the proposal title, the name of the
proposer, its address, the name and title of the contact person authorized to
represent the proposer, and the date.
B. Table of Contents. The table of contents in the proposal should clearly
identify all items of the proposal by question number and page number.
C. Transmittal Letter. The transmittal letter should be on the letterhead of the
proposer. The letter should be signed by a managing partner, director, or officer
of the firm.
D. Specific Questions. The proposer should, for the convenience of the
Commission, repeat each of the following questions asked and thereafter provide
the proposer's response.
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1. Please provide a profile of the firm including:
6 Bond Counsel
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212313
a) The total number of offices of the firm, the addresses of
each, and the total number of partners and associates.
b) The location of the office(s) from which the work is to be
managed and the number of partners, associates, legal
assistants and staff employed at the office(s).
c) A brief history of the firm and its municipal finance practice,
including length of time in operation.
d) A statement as to whether the firm is listed in the directory of
municipal bond attorneys in The Bond Buyer's Municipal
Marketplace.
e) A description of the firm's general practice areas other than
municipal finance.
2. List the names of the governmental and quasi -governmental
entities in the State of California for which your firm serves as bond
counsel.
3. List the names of local governmental units outside the State of
California with general taxing powers for which you serve as bond
counsel.
4. List examples of redevelopment financings for or on behalf of
governmental entities similar to the Commission in which your firm
has participated as bond counsel or underwriters' counsel and
provide a brief description of the financings.
5. Please provide references, with the name of the contact person,
address and telephone number, for at least five (5) of the issuers
listed in the answer to (2) through (4) above.
6. Please provide the names of the partners and associates in your
firm who would be assigned to bond issues for the Commission,
provide resumes, and give a brief description of each person's
experience in redevelopment bonds and tax issues related to such
financings.
7. If associates or other staff is to be assigned to the engagement,
explain their role, how they are supervised, and how their work
product is reviewed by the partner/principal assigned. Also, explain
what percentage of the services will be provided by associates as
compared to senior staff.
7 Bond Counsel
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212313
8. For each of the individuals listed in (6) above, provide three
references, with the name of the contact person, address and
telephone number.
9. Please provide the hourly rates of the individuals identified in (6)
above and the range of hourly rates for partners and associates. If
your firm has discounted rates for governmental entities such as
the Commission, please provide these rates. Include your not -to -
exceed fees and detailed out-of-pocket expenses for bonds at the
following tax exempt levels:
a) $10 — 15 million
b) $16 — 20 million
c) $21 — 25 million
d) $26 — 30 million
e) $31 million and above
10. Describe any disciplinary action, administrative proceeding,
malpractice claim or other like proceedings against your firm or any
of its lawyers, whether current or pending, as well as any such
action, proceeding or claim occurring during the past five (5) years.
11. Describe any financing for which your firm or lawyers proposed to
be assigned to the engagement have rendered any opinion which
has resulted in the loss of tax exemptions on bonds issued by
clients in the last ten (10) years.
12. Describe the type of word processing equipment to be utilized, and
its ability to interface with other off -site equipment for electronic
mail purposes (both sending and receiving).
13. Do you foresee any potential conflicts of interest arising from
continued representation of the current clients of your firm and an
engagement for the Commission? If so, please describe such
conflicts in detail.
14. Please list the firm's concurrent material engagements and
outstanding current proposals that could impact the availability of
the individuals listed in (8) above.
15. Does your firm "sub -contract" any work relating to its bond counsel
services? If so, what are the names and addresses of these firms?
Describe in detail the experience these firms have had with the
issuance of tax allocation bonds and other methods of financing
public projects.
8 Bond Counsel
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212313
16. Describe the firm's expertise in federal tax matters relating to the
issuance of municipal borrowings.
17. If your proposal is submitted as a joint proposal by more than one
firm, describe how responsibilities and compensation would be
allocated among the firms.
18. Does your firm carry errors and omissions insurance coverage?
Please review and advise if you cannot comply with the insurance
provisions of the attached contract.
19. Why should your firm be selected? What can you do for the
Commission that other firms cannot?
[End of RFP—Schedules/Attachments Follow]
9 Bond Counsel
SCHEDULE "A"
PROPOSER CERTIFICATION
The undersigned agrees and understands that this proposal and all
attachments, additional information, and other submittals submitted herewith
constitute merely an offer to negotiate with the City of National City Community
Development Commission and is NOT A BID. Submission of this proposal,
attachments, and additional information shall not obligate or entitle the proposing
entity to enter into a service agreement with the City of National City Community
Development Commission for the required services. The undersigned agrees
and understands that the City of National City Community Development
Commission is not obligated to respond to this proposal nor is it legally bound in
any manner whatsoever by the submission of same. Further, the undersigned
agrees and understands that any and all proposals and negotiations shall not be
binding or valid against the City of National City Community Development
Commission, its directors, officers, employees or agents unless an agreement is
signed by a duly authorized officer of the City of National City Community
Development Commission and approved by the Commission Board.
It is understood and agreed that the City of National City Community
Development Commission reserves the right to reject consideration of any and all
proposals including, but not limited to, proposals which are conditional or
incomplete. It is further understood and agreed that the City of National City
Community Development Commission reserves all rights specified in the request
for proposals.
It is represented and warranted by those submitting this proposal that
except as disclosed in the proposal, no officer or employee of the City of National
City Community Development Commission is directly or indirectly a party to or in
any other manner interested in this proposal or any subsequent service
agreement that may be entered into.
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Proposer Name
By:
Name and Title
10 Bond Counsel
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SCHEDULE "B"
CITY OF NATIONAL CITY
COMMUNITY DEVELOPMENT COMMISSION
DRAFT BOND COUNSEL LEGAL SERVICES CONTRACT
11 Bond Counsel
BOND COUNSEL LEGAL SERVICES CONTRACT
This LEGAL SERVICES CONTRACT ("Contract") is entered into as of the
Effective Date of by and between the CITY OF NATIONAL
COMMUNITY DEVELOPMENT COMMISSION, a California Municipal
Corporation (the "Commission"), and ("Counsel").
The Commission and Counsel agree as follows:
1. SCOPE OF SERVICES
1.1. Appointment of Counsel. The Commission engages and appoints
Counsel to perform legal services in connection with the issuance by the
Commission of tax allocation bonds, and Counsel accepts such engagement and
appointment, upon the terms and conditions set forth in this Contract. Counsel
shall perform the services required hereunder in an efficient and professional
manner, in accordance with the terms hereof and to the reasonable satisfaction
of the Commission. Except to the extent, if any, specifically provided herein or
specifically authorized in writing by the Commission, Counsel shall have no right
or authority, express or implied, to commit or otherwise obligate the Commission
in any manner whatsoever.
1.2. Scope of services. Counsel shall, for and in consideration of the
compensation set forth in Section 5 hereof and on the terms and conditions
provided therein, perform the following legal services relating to the issuance by
the Commission of tax allocation bonds (the "Financing"):
1.2.1. Counsel shall make available for consultation and
conference with the Commission Executive Director, Finance Director, and other
Commission officials, as well as representatives of the parties to the Financing,
such personnel of Counsel as are qualified to advise on all matters relating to the
Financing within the scope of this Contract.
1.2.2. At the Commission Executive Director's request, Counsel
shall prepare and/or review the various documents relating to the authorization,
issuance, sale and delivery of the bonds, including, but not limited to, (i) the
ordinances and resolutions authorizing and approving the sale and issuance of
the bonds and related documents prescribing the terms, form, security, and other
provisions relating thereto, (ii) any and all other resolutions or ordinances
adopted in connection with the Financing, (iii) the notices of intention to sell
relating to the bonds and the official notices of sale of the bonds, (iv) the
purchase contracts, if any, (v) the preliminary and final official statements, other
than the Commission's financial statements contained therein, and (vi) other
agreements and documents in connection with the Financing. All legal
documents prepared by Counsel and the opinions required hereunder shall be
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12 Bond Counsel
submitted to the Commission Attorney prior to execution and shall be subject to
the Commission Attorney's approval.
1.2.3. Counsel shall cooperate with the Commission's staff and
financial consultants in planning .the structure of the Financing and terms of the
bonds, advise the Commission regarding the official statements and disclosure
issues relating to the bonds, and perform other services customarily performed
by bond counsel in connection with similar financings. Counsel shall also give
such advice and perform such services as may be necessary or advisable in
order to ensure that interest on the bonds is excluded from gross income for
federal income tax purposes and exempt from Califomia personal income taxes.
1.2.4. Counsel shall render the opinions with respect to the bonds,
in such form and subject to such exceptions, qualifications and limitations as are
typically used in legal opinions for similar financings and are reasonably
acceptable to the Commission Attorney, including, as appropriate, the following:
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(a) Review for execution by the Commission Attorney, a draft of
an unqualified opinion, substantially to the effect that:
(1) all agreements relating to the bonds have been duly
and validly authorized, executed and delivered by the
Commission and constitute the valid, legal and
binding obligations of the Commission;
(2) all authorizing resolutions and ordinances of the
Commission and its agencies with respect to the
bonds have been duly adopted and are valid and
binding on the Commission; and
(3)
the bonds constitute a valid, legal and binding
obligation of the Commission.
(b) Prepare an unqualified opinion to the Commission and other
parties involved in the Financing that interest on the bonds is
excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code and is
exempt from California personal income taxes; and if
applicable, such interest on the bonds is not a specific
preference item for purposes of the federal individual or
corporate alternative minimum taxes under the Internal
Revenue Code.
(c) To the Commission and the initial purchasers of the bonds,
an unqualified supplemental opinion, substantially to the
effect that:
13 Bond Counsel
(1) the delivery of the official statement has been duly
authorized and approved by the Commission;
(2) the statements relating to the bonds contained in the
official statement are accurate, insofar as such
statements purport to summarize certain provisions of
the bonds, documents and continuing annual
disclosure relating to the bonds; and
(3)
the Bonds are exempt from the registration
requirements of the Securities Act of 1933, as
amended.
(d) To the Commission and the initial purchasers of the bonds,
an opinion substantially to the effect that, based upon its
participation in the transaction, no information came to the
attention of Counsel that caused it to believe that, as of the
date of the official statement and as of the date of the closing
of the bonds, the official statement contains any untrue
statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading in any material respect; and
except for any financial, engineering or statistical data or
forecasts, numbers, estimates, charts, projections,
assumptions or expressions of opinion.
1.2.5. Counsel shall attend or otherwise participate in working
group meetings and telephone conferences of those involved in the Financing.
Counsel shall also attend meetings of the Commission and such other meetings
as the Commission may determine necessary or appropriate.
1.2.6. Counsel shall conduct its own independent "due diligence"
review as appropriate, in connection with the delivery of the opinions referred to
in Section 1.2.4 above.
1.2.7. Following the closing of the bonds, Counsel shall provide
routine consultation to the Commission, as reasonably requested by the
Commission, on matters related to the bonds and the Financing.
1.2.8. Prepare and provide to the Commission and other Financing
participants a bond transcript and closing memorandum in PDF form, as well as
printed or electronic bond transcripts in the number requested by the
Commission.
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14 Bond Counsel
1.2.9. At the request of the Commission, Counsel shall prepare a
project work plan showing the types of legal services, staffing and estimated
budget for the services or any additional services.
1.2.10. Any other services in connection with the Financing
requested by the Commission but only within the scope of the services
customarily provided by bond counsel in connection with similar financings.
2. TERM
The term of this Contract shall begin on the Effective Date and end on the
earlier of the following: the completion of services or December 31, 2013, unless
terminated earlier by either party as provided in this Contract.
3. EFFECTIVE DATE
Subject to full execution hereof, this Contract shall be deemed effective as
of the date first written above, which is the date on which this Contract was
authorized by the Commission Council.
4. STAFFING
4.1. Commitment of Qualified Personnel. Services under this Contract
shall be performed only by competent personnel under the supervision of and in
the employment of Counsel. Particular tasks must be performed by lawyers with
appropriate levels of experience for the performance of such tasks.
4.2. Named Personnel. Counsel shall provide the following personnel:
Any change in the lead attorneys or addition to or substitution of any of the
other named staffing requires the Commission Manager's prior written approval.
Staffing decisions required to be taken by Counsel in an emergency for which
prior written approval of the Commission Executive Director required hereunder
is not feasible shall be limited to such emergency situation only, taken by
Counsel in a reasonable manner and require immediate follow-up discussions
with the Commission Executive Director. Counsel shall attend all staff meetings
and the other elements of the scope of services to be rendered hereunder in a
cost effective manner, consistent with the requirements of Section 1 and as
otherwise provided in this Contract.
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15 Bond Counsel
5. COMPENSATION AND BILLING RATES
5.1. Fees; Payment Contingent on Successful Completion of Transaction
Closing. As full compensation for all of the services rendered by Counsel under
this Contract, the Commission shall pay to Counsel pursuant to the fee schedule
set forth and attached hereto as Exhibit A, subject to the terms and conditions
hereof. The attached fee schedule may be amended from time to time, with the
written approval of the parties hereto, in connection with the issuance and sale of
future series of the bonds. The fee schedule sets forth a breakdown of the fees
and reimbursable amounts payable hereunder, and the guaranteed maximum
cost of this Contract to the Commission. Notwithstanding anything to the
contrary herein, the compensation of Counsel is contingent upon the successful
issuance and sale of the bonds or Financing and upon the Commission
Attorney's reasonable determination that the services have been satisfactorily
rendered in accordance with this Contract. Compensation shall be payable within
a reasonable time after the closing of the sale of the bonds or the Financing.
5.2. Maximum Costs; Commission's Obligations Limited to Certification
Amount. The Commission's obligation hereunder shall not at any time exceed
the amount approved by the Commission for the purpose and period stated in
such approval.
5.3. Gratuitous services. The Commission and its employees and officers
are not authorized to request Counsel to perform services beyond the scope of
the services agreed upon in this Contract, unless the Contract is amended in
writing and approved by the parties. The Commission is not required to
reimburse Counsel for services that are provided by Counsel that are beyond the
scope of the services agreed upon in this Contract and which were not approved
by a written amendment to this Contract having been lawfully executed by the
Commission.
5.4. Approval Required for Additional Funding . The Commission and its
employees and officers are not authorized to offer or promise Counsel additional
funding for this Contract that would exceed the amount authorized pursuant to
this Contract for Counsel's performance hereunder. Additional funding for this
Contract in excess of such approved amount shall require lawful approval and
certification by the Commission.
6. METHOD OF PAYMENT
6.1. Invoices. As a condition to payment of any Compensation, Counsel
must furnish an invoice prior to the bond closing in a form reasonably acceptable
to the Commission Attorney. Prior to the delivery of the Bonds, Counsel shall
submit a detailed billing memorandum to the Commission Attorney identifying in
reasonable detail the work performed and the corresponding amount of time
spent by each individual, with the hourly billing rates, together with such
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additional supporting information as the Commission Attorney may reasonably
require. Commission Attorney shall review and approve invoices forthwith in
order to permit payment at closing.
6.2. Payment Contingent on Commission Attorney Approval of Invoices
and on Successful Closing. All charges incurred under this Contract shall be due
and payable only upon (1) approval by the Commission Attorney of an invoice for
work performed in accordance with this Contract and (2) the successful
completion of the sale of the bonds and closing of the Financing. Counsel
assumes the risk of non-payment in the event the bonds are not sold or the
Financing does not close prior to the expiration of this Contract, for any reason,
including, but not limited to, the Commission's determination in its sole and
absolute discretion not to proceed with the Financing.
6.3. Taxes. Payment of any taxes, including possessory interest taxes
and California sales and use taxes, levied upon this Contract or the services
delivered pursuant hereto, shall be the obligation of Counsel. No payroll or
employment taxes of any kind will be withheld or paid by Commission on behalf
of Contractor. Commission will not treat Contractor as an employee with respect
to the Contract services for any purpose, including federal and state tax
purposes. Contractor understands and agrees that it is Contractor's
responsibility to pay all taxes required by law, including self-employment social
security tax. Commission will issue an IRS 1099 Form, or other appropriate tax
reporting document, to Contractor for the Contract services.
6.4. Independent Contractor; Benefits. It is expressly understood and
agreed by both parties that Counsel, while engaged in carrying out and
complying with any of the terms and conditions of this Contract, is an
independent contractor and not an employee of the Commission. Counsel
expressly warrants not to represent, at any time or in any manner, that Counsel
is an employee of the Commission. Counsel will not be eligible for, and will not
participate in, any health, pension, or other benefit of Commission, which exists
solely for the benefit of Commission employees during the Contract Term.
7. INSURANCE
7.1. Coverage and Verification. For the entire term of this Contract,
including any extensions, Counsel must procure and maintain insurance
coverage against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of the work under this
Contract by Counsel, its agents, representatives, employees or subcontractors.
Counsel shall furnish the Commission's risk manager with certificates of
insurance and with original endorsements effecting coverage required by this
clause at least ten days before this Contract is executed. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf and may be on forms provided by
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the Commission. All certificates and endorsements are to be received and
approved by the Commission before work commences. The Commission
reserves the right to require complete, certified copies of all required insurance
policies from time to time.
7.2. Minimum Scope of Insurance. Unless otherwise approved by the
Commission's risk manager, coverage shall be at least as broad as:
7.2.1. Insurance services Office Commercial General Liability
coverage (occurrence form CG 00 01).
7.2.2. Insurance services Office form number CA 00 01 covering
Automobile Liability, code 1 (any auto).
7.2.3. Workers' Compensation insurance and Employer's Liability
insurance that complies fully with the California Labor Code.
7.2.4. Professional Liability insurance covering all negligent acts,
errors and omissions of Counsel.
7.3. Minimum Limits of Insurance. Counsel shall maintain limits no less
than:
7.3.1. General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Contract or the
general aggregate limit shall be twice the required occurrence limit.
7.3.2. Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
7.3.3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the State of California and Employer's
Liability limits of $1,000,000 per accident for bodily injury and $1,000,000 per
person and in the annual aggregate for bodily injury by disease.
7.3.4. Professional (errors and omissions) Liability insurance:
$2,000,000 per occurrence/claim and in the annual aggregate. If the Counsel's
Professional Liability Insurance is "claims made" coverage, these minimum limits
shall be maintained by Counsel for no less than three (3) years beyond the term
of this Contract.
7.4. Deductibles and Self -Insured Retentions. Any deductibles or
self -insured retentions must be declared to and approved by the Commission. At
the option of the Commission, either: the insurer shall reduce or eliminate such
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deductibles or self -insured retentions as respects to the Commission, and its
respective board members, officers, agents and employees; or Counsel shall
procure a bond or other financial guarantee satisfactory to the Commission
guaranteeing payment of losses and related investigations, claims administration
and defense expenses.
7.5. Other Insurance Provisions. The policies are to contain or be
endorsed to contain the following provisions:
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7.5.1. General Liability and Automobile Liability Coverages:
(a) All Coverages. The City, the Community Development
Commission and its respective board members, officers,
agents and employees are to be covered as insured's as
respects to liability arising out of work or operations
performed by or on behalf of Counsel; products and
completed operations of Counsel premises owned, occupied
or used by Counsel; or automobiles owned, leased, hired or
borrowed by Counsel. The coverage shall contain no
special limitations on the scope of protection afforded to the
City, the Community Development Commission and their
respective commissioners, officers, agents or employees.
(b) Primary Insurance. Counsel's insurance coverage shall be
primary insurance as respects to the Commission, and its
respective board members, officers, agents and employees.
Any insurance or self-insurance maintained by the
Commission, and its respective board members, officers,
agents or employees or shall be excess of Counsel's
insurance and shall not contribute with it.
(c) Effect of Failure to Report. Any failure to comply with
reporting provisions of the policies shall not affect coverage
provided to the Commission, and its respective board
members, officers, agents or employees.
(d) Coverage of Claims. Counsel's insurance shall apply
separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the
insurer's liability.
(e) Notice of Change or Cancellation. Each insurance policy
required by this Contract shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either
party or reduced in coverage or in limits, except after thirty
19 Bond Counsel
(30) days' prior written notice by certified mail, return receipt
requested, has been given to the Commission.
7.6. Acceptability. All insurance is to be placed with insurers with an A.
M. Best's rating of no less than A:VII, unless otherwise approved by the
Commission's Risk Manager.
7.7. Verification of Coverage. Counsel agrees to provide the
Commission's Risk Manager with certificates of insurance and with original
endorsements evidencing required coverage before the performance of any
Contract services. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements may be on forms provided by the
Commission. All certificates and endorsements are to be received and approved
by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements demonstrating the coverage required by these
specifications at any time.
7.8. Subcontractors. Outside Counsel shall include all subcontractors as
insured's under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all the requirements stated herein.
8. TERMINATION
The Commission may terminate this Contract for the Commission's
convenience and without cause at any time by giving Counsel five (5) days'
written notice of such termination. In the event of termination, Counsel shall be
entitled to compensation for services satisfactorily performed to the effective date
of termination; provided, however, that the Commission may condition payment
of such compensation upon Counsel's delivery to the Commission of any or all
documents or other materials provided to Counsel or prepared by or for Counsel
or the Commission in connection with this Contract. In the event this Contract is
terminated prior to the closing of the Financing, Counsel further agrees to do all
other things reasonably necessary to cause an orderly transition of services for
the Financing without detriment to the Commission.
9. INDEMNIFICATION
Counsel shall defend, hold harmless and indemnify the Commission, and
its respective board members, officers, agents and employees of and from all
claims, loss, damage, injury, actions, causes of action and liability of every kind,
nature and description directly or indirectly arising out of or connected with the
performance of this Contract and any of Counsel's operations or activities related
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thereto, excluding the willful misconduct or gross negligence of the person or
entity seeking to be defended, indemnified or held harmless.
10. NOTICES
All notices, demands, consents or approvals required under this Contract
shall be in writing and shall be deemed given when delivered personally, when
received by facsimile transmission, or three (3) business days after being
deposited in the U.S. Mail, first class postage prepaid, return receipt requested,
addressed as follows:
If to the Commission: City of National City
Community Development Commission
Attn.: City Attorney
City of National City
1243 National City Blvd.
National City, CA 91950
If to Counsel:
or to such other addresses as the parties may designate by notice as set forth
above.
11. NO PERSONAL LIABILITY
No member, official or employee of the Commission shall be liable
personally to Counsel or any successor in interest in the event of any default or
breach by the Commission or for any amount which may become due to Counsel
or any successor or on any obligation under the terms of this Contract.
12. ASSIGNMENT OF CONTRACT
Counsel shall not assign this Contract, or any part thereof, without the
prior express written consent of the Commission.
13. OWNERSHIP OF MATERIALS
Upon payment therefor, any and all documents, including draft documents
where completed documents are unavailable, or materials prepared or caused to
be prepared by Counsel pursuant to this Contract shall be the property of the
Commission at the moment of their preparation.
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14. MISCELLANEOUS PROVISIONS
14.1. Modification, Waiver and Amendment. Any modification, waiver or
amendment of any of the provisions of this Contract must be in writing and
signed by both the Commission and Counsel.
14.2. Entire Contract. This Contract represents the complete agreement
between the parties as to the matters described herein, and there are no oral
understandings between Counsel and the Commission affecting this Contract not
set forth herein. This Contract supersedes all previous negotiations,
arrangements, agreements and understandings between Counsel and the
Commission with respect to the subject matter hereof.
14.3. Severabilitv. If any provision of this Contract shall be determined to
be illegal or unenforceable, such determination shall not affect any other
provision and all such other provisions shall remain in full force and effect.
14.4. Governing Law; Venue. This Contract shall be governed by the
laws of the State of California, and venue shall be in the courts with jurisdiction in
the County of Riverside. It is the responsibility of the Counsel to be informed of
local, state and federal laws and requirements applicable to this Contract and to
perform all work in compliance with those laws and requirements.
14.5. Headings. Titles of parts or sections of this Contract are inserted for
convenience only and shall be disregarded in construing or interpreting its
provisions.
14.6. Attorney's Fees. In any action or proceeding arising out of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees and
costs.
14.7. Authority. The undersigned represents and warrants that he or she
has full power and authority to enter into this Contract and to bind the parties in
accordance with its terms.
IN WITNESS WHEREOF the Commission and Counsel have executed this
Contract as of the date first above written.
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•
COMMISSION: Attest:
By: By:
Dated:
President Commission Clerk
APPROVED AS TO FORM:
By:
Commission Attorney
COUNSEL:
By:
Its:
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Dated:
23 Bond Counsel
RESOLUTION 2011 — 26
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY ("CDC") ACCEPTING THE REPORT OF
THE EVALUATION COMMITTEE FOR POTENTIAL CDC BOND ADVISORS
PROVIDING A RECOMMENDATION FOR BOND COUNSEL (JONES HALL),
DISCLOSURE COUNSEL (BEST, BEST & KRIEGER), AND
UNDERWRITER(S) (DE LA ROSA AND STONE & YOUNGBERG); APPROVING
THE SELECTION OF BOND COUNSEL, DISCLOSURE COUNSEL,
AND UNDERWRITER(S); AND AUTHORIZING THE HIRING OF
BOND COUNSEL, DISCLOSURE COUNSEL, AND UNDERWRITER(S),
INCLUDING AUTHORIZING EXECUTION OF SAID AGREEMENTS
ALL RELATED TO A POTENTIAL BOND ISSUANCE FOR THE CDC
WHEREAS, since 2009, the City of National City and the Community
Development Commission of the City of National City ("CDC") have been working to identify
community needs in the areas of housing, infrastructure and economic development; and
WHEREAS, an amendment to the Redevelopment Plan (the "Plan") is being
developed that would, in part, extend the life of the Plan which would allow for an increase in the
annual tax increment limit, the amount of bonded indebtedness, and result in an increase to the
low -moderate housing fund set aside from 20% to 30%; and
WHEREAS, concurrently with the development of an amendment to the
Redevelopment Plan, City staff is in the process of updating the General Plan, which would
provide the framework for future development. In conjunction with the General Plan Update, the
Land Use Code is being updated, and a five-year Capital Improvement Program is being
developed; and
WHEREAS, current needs and market conditions require the CDC staff to
accelerate the time frame for a bond issuance; and
WHEREAS, on January 20, 2011, the CDC sent a Request for Proposal to
interested underwriters in connection with the CDC's potential Tax Allocation Bond ("TAB") in an
amount between $20 Million to $30 Million; and
WHEREAS, potential uses of the TAB funds would include the capital
improvement program or other eligible projects such as housing, public facilities, infrastructure
improvements, and economic development projects within legal boundaries of the
redevelopment area of National City; and
WHEREAS, on February 1, 2011, an Evaluation Committee For Potential CDC
Bond Advisors (the "Committee") was created which consisted of two members of the City
Council, legal, financial, and the City Manager's Office; and
WHEREAS, on February 3, 2011, the Committee interviewed and evaluated four
underwriting and five bond/disclosure counsel firms who responded to the RFP; and
WHEREAS, after reading and considering each proposal, and interviewing each
firm, the Committee recommends Jones Hall to serve as Bond Counsel and the law firm of Best,
Best & Krieger to serve as Disclosure Counsel, De La Rosa & Company to serve as Senior
Underwriter, and Stone & Youngberg to serve as Co -Manager to the CDC; and
Resolution No. 2011-26
Page 2
WHEREAS, the fees for the legal and underwriting services are contingent upon
a successful bond issuance, thus no funds are to be encumbered at this time.
NOW, THEREFORE, BE IT RESOLVED that the Community Development
Commission of the City of National City hereby accepts the report of the Evaluation Committee
for Potential CDC Bond Advisors recommending Jones Hall to serve as Bond Counsel, Best,
Best & Krieger to serve as Disclosure Counsel, De La Rosa & Company to serve as Senior
Underwriter, and Stone & Youngberg to serve as Co -Manager to the CDC for the potential bond
issuance.
BE IT FURTHER RESOLVED that the CDC hereby authorizes the hiring of said
recommended firms.
BE IT FURTHER RESOLVED that the CDC hereby authorizes the execution of
Agreements with each firm related to a potential bond issuance for the CDC.
PASSED and ADOPTED this 8th day of February, 2011.
Ron Morrison, Chairman
ATTEST:
Brad Raulston, Secretary
APPROVED AS TO FORM:
Claudia G. Silva
CDC General Counsel
CITY OF NATIONAL CITY
OFFICE OF THE CITY ATTORNEY
1243 National City Boulevard, National City, CA 91950-4301
Claudia G. Silva • City Attorney
Phone: (619) 336-4220 Fax: (619) 336-4327 TDD: (619) 336-1615
E-mail: Attorney@ci.national-city.ca.us
TO: City Clerk DATE: March 8, 2011
FROM: Ginny Miller, Legal AssistantcedQ
SUBJECT: Disclosure Counsel Legal Serves Contract
Attached please find an original, fully -executed Disclosure Counsel Legal Services Contract
between the CDC and the law firm of Best Best & Krieger ("BB&K") for processing. A fully -
executed original is being mailed to attorney Kelly Salt at BB&K today..
Thank you.
Attachments
cc: City Attorney (w/o attch.)
Executive Director, CDC (w/ attch.)
CITY OF NATIONAL CITY
OFFICE OF THE CITY ATTORNEY
1243 National City Boulevard, National City, CA 91950-4301
Claudia G. Silva • City Attorney
Phone: (619) 336-4220 Fax: (619) 336-4327 TDD: (619) 336-1615
E-mail: Attorney@nationalcityca.gov
TO: City Clerk DATE: March 14, 2011
FROM: Ginny Miller, Legal Assistant
SUBJECT: Bond Counsel Legal Services Contract
Attached please find an original, full -executed Bond Counsel Legal Services Contract fo
between the CDC and Jones Hall for processing. A fully -executed original was mailed to
attorney David Fama at Jones Hall on March 15, 2011.
Thank you.
f
Attachme
cc: City Attorney (w/o attch.)
Denise Davis, CDC (w/ attch.)