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HomeMy WebLinkAbout97-086RESOLUTION APPROVING AGREEMENT FOR LEGAL SERVICES DRESCHER TRACT ASSESSMENT DISTRICT The Board of Supervisors of the County of Butte resolves: This Board approves that certain agreement between the County of Butte, and STURGIS, NESS, BRUNSELL & ASSAF a professional corporation, for services of that firm as Special Bond Counsel for Drescher Tract Assessment District, County of Butte, California, dated July 8, 1997, and attached to this resolution. The Chairman of the Board of Supervisors is authorized to sign the agreement and the Chief Administrative Officer and Clerk of the Board of Supervisors is authorized to attest its execution. PASSED AND ADOPTED by the Board of Supervisors of the County of Butte, State of California, on the 8th day of July, 1997 by the following vote: AYES: Supervisors Beeler, Dolan, Roux, Josassen and Chair Davis NOES : None ABSENT : None NOT VOTING : Non ~.sk L . , ,~C~-~iy~ a-'. Fred C. Davis, Chair Baard of Supervisors ATTEST: JOHN S. BLACKLOCK, Chief Administrative Officer and Clerk of the 1oard of Supervisors t i AGREEMENT FOR LEGAL SERVICES DRESCHER TRACT ASSESSMENT DISTRICT This is an agreement for legal services between the COUNTY OF BUTTE, a political subdivision of the State of California, referred to as Client, and STURGIS, NESS, BRUNSELL & ASSAF a professional corporation, Attorneys at Law, Emeryville, California, referred to as Bond Counsel. 1. Client retains Bond Counsel as special counsel to perform the following legal services relating to Drescher Tract Assessment District, County of Butte, California. (a) Preparation of all forms of resolutions, notices, affidavits, and other documents required by the Municipal Improvement Act of 1913, including the legal format of the engineer's report required by Section 10204. (b) The preparation of written instructions to Client's Clerk and other staff members concerning the performance of legally required duties. (c) Review of documents prepared by Client's engineering staff or consulting engineers, including boundary map, assessment diagram and assessment roll. {d} Attendance at the public hearings on the engineer's report (including continuances of the hearing, if any). (e) Attendance at all other public meetings of Client at which matters relating to the assessment district are considered, except routine matters. (f} Attendance at staff meetings or meetings of property owners, upon the request of the Client, after reasonable notice. (g) Telephone consultation with staff members and property owners to answer legal questions about the assessment proceedings. (h) Preparation of the notice inviting bids and construction contract, if required, and review of contract bonds and insurance documents. (i) Arrangements far the printing of improvement bonds to represent unpaid assessments. (j) The preparation of a record of assessment installments for the use of the County Auditor, if required, and the preparation of other records on electronic media, if it can be arranged, at the expense of the Client. (k) Arrangements for the sale of improvement bonds either by negotiation or by public bid, at the option of Client, and, if required, the preparation of the notice inviting bond bids. (1) The preparation of band delivery documents. (m) Prior to sale and delivery of the bonds, confer with financial advisor and Client's staff; attendance and participation in all due diligence meetings. (n) The rendition of a legal opinion on the validity of the improvement bonds and the proceedings leading to their issuance. (o) Preparation of a transcript of the legal proceedings in loose-leaf form for the use of the Client. (p) Preparation of the required reports to the California Debt Advisory Commission (pursuant to Section 8855 et seq. of the Government Code) and to the Internal Revenue Service (pursuant to Section 149 of the Internal Revenue Code of 1986). 2. The services of Bond Counsel under this agreement shall not include the following: (a) Legal services in connection with the acquisition of interests in real property, either through negotiation or through exercise of the power of eminent domain. (b) Legal services in connection with litigation. (c) The review or undertaking to review the accuracy, completeness ar sufficiency of the Official Statement or other offering materials, including a review of financial disclosure requirements, relating to the bonds. (d) The conduct of any independent investigation as to facts material to our opinion as to which we have relied upon the certified proceedings and other certifications of public officials furnished to us. The performance by Bond Counsel of services excluded by this paragraph, shall only be by mutual consent and pursuant to separate written agreement. 2 3. In consideration of the services set forth in paragraph 1, Client shall pay to Bond Counsel the following fee and casts: (a} The legal fee of Bond Counsel shall be a scaled percentage of the amount assessed as set forth in the engineer's report as finally approved under Section 10312 of the Streets and Highways Cade. (b) The basic legal fee shall be an amount equal to one percent (10} of that portion of the amount assessed not exceeding $10 million, plus one-half of one percent (lj2%) of that portion assessed exceeding $10 million, but not exceeding $20 million, plus one-fourth of one percent (lj4a) of all amounts assessed exceeding $20 million. (c) In addition to the basic legal fee specified in paragraph (b} above, if bonds representing unpaid assessments are issued in more than one issue, the legal fee shall include $5,000 far each issue after the first. (d} In addition to the basic legal fee, for projects in which the total assessment is less than $4,000,000, bond counsel shall be paid a surcharge equalling one quarter of one percent (0.25%} of the difference between $4,000,000 and the assessment amount. (e) Costs shall be reimbursed to Bond Counsel as follows: 1) Filing and recording fees and publication costs advanced on behalf of Client. 2} The cost of preparing auditor's record, if required: 7 cents per assessment far each year of the bond issue, with a minimum of $30.00. 3) Costs of Federal Express or similar delivery service. 4) Cost of preparation of notices to property owners. The cost of other services for which Bond Counsel makes arrangements under this agreement (such as bond printing costs and preparation of records on electronic media) shall be billed to the Client and shall be paid by Client directly to the payee. (f) Payment by Client of the legal fee is contingent upon the levy of assessments and the sale and delivery of improvement bonds representing unpaid assessments in the 3 assessment district. If for any reason, assessments are not confirmed and bonds delivered, Bond Counsel shall be paid no legal fee. (g) Both the legal fee and costs are payable upon delivery of the bonds. If bonds are issued in more than one issue, the cumulative amount payable after each delivery shall be calculated under subparagraph (b) by reducing the amount of the assessment by the par value of bonds authorized but not issued; the amount payable after each delivery shall be the cumulative amount payable less amounts previously paid. 4. It is specifically and expressly understood that this agreement creates no relationship of employerjemployee between the parties, that Bond Counsel is an independent contractor and not an employee of Client and that neither he nor his employees are eligible to participate in Client's health and dental protection, vacation, holiday, retirement, or other programs which are applicable to Client's employees. Client will not pay for or provide Workers' Compensation insurance, State Disability insurance benefits, Unemployment Insurance benefits or Social Security. Bond Counsel shall be responsible to pay or provide for such insurance or benefits and to pay his own federal and state income tax responsibilities, Social Security and any other payroll tax obligations that he may owe as a result of compensation received for services rendered pursuant to this Agreement. 5. Bond Counsel agrees to indemnify, defend and hold harmless Client against costs, attorneys' fees, expenses and all loss and liability which Client may incur by reason of any suit, action, claim or proceeding, whether well-founded, meritorious or otherwise, far any injury or damage occasioned wholly or in part by any act or omission of Bond Counsel, his associates, law partners, 4 or employees in the performance of the legal services and/or consultation provided for in this agreement. Prior to performing services hereunder, Bond Counsel shall furnish Client with a certificate of insurance duly executed by an insurance company or companies authorized to transact business in the State of California and certifying Bond Counsel has in full force and effect, coverage applying to errors and omissions in the amount of $2 million each occurrence and $4 million aggregate. Said certificate shall specify that the insurer shall advise Client fifteen {15) days in advance of cancellation, material change or non-renewal of such policy insurance. Bond Counsel shall maintain such insurance in effect during the term of this agreement and any extensions thereof. 6. Bond Counsel certifies that it has no interest, either direct ar contingent, in any property or contract arising from or affected by the assessment district, except as Bond Counsel under this agreement. Band Counsel does not represent any owner of property within the proposed boundaries of this assessment 5 district, and has not received a fee from any source for services connected with the project. DATED: July 8, 1997 COUNTY OF BUTTE, a political subdivision of th.e- S ,e of California .- _---~-'' BY~ Elm _-s. red C. Davis, Chair Board of Supervisors ATTEST: JOHN S. BLACKLOCK, Chief Administrative Officer and Clerk mf the Board of Supervisors (, ~~ STURGIS, NESS, BRUNSELL & ASSAF a professional corporation $y _ ~- i.-~ `- .~ _= ~,~ ~-_ ~~ hilip D. A saf ~r}F~'f~vVEL~ ..S TO ARM ~,~;ie ~;k~ts;,ty ~,ou~sei 6 MEM~~aaur~ I3U"ITE CO'JI~'t'Y !Ai~MIIVISTS~" °~~ r~?~? s.+~, t .. ~ .;+ TO: Carol Roach FROM: Stuart Edell, Manager, Land Development Division, Public Works ~ SUBJECT: Drescher Tract Assessment District DATE: September 29, 1997 Attached is the Certificate of Insurance which is required in the Agreement for Legal Services for the above referenced District. SE/kp Attachment cc: Dave McLain w/attachment I~'o ~.~ t s. Capital Workshop General Ins. Agency 388 Market Street, Suite 970 San Francisco, CA 94111 (415) 981-8200 Sturgis, Ness, Brunsell & Assaf A Professional Corporation 2000 Powell Street, Suite 1300 Emeryville, CA 94608 Professional A Liability AZL961680 Law Offices ~, x ~ ~ -~ ~ .i^ Zurich Re (UK) Limited 05i01J98 $2,000,O00J$4,000,000 $15,000 Deductible Stuart Edell Director, Land Development Division Department of Public Works, County of But 7 County Center Drive ~ Oroville, CA 95965-3397 i Se,15"te~}ae 24 ,, k1997 ~~r << ~~ r f