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Home My WebLink About009 03 JEFFERSON COUNTY, WASHINGTON RESOLUTION NO. 9-03 A RESOLUTION of the Board of County Commissioners of Jefferson County, Washington, retaining Foster Pepper & Shefelman PLLC as bond counsel for the County. WHEREAS, it is deemed necessary and in the best interests of Jefferson County, Washington (the "County"), and its inhabitants that the County from time to time issue and sell its bonds, bond anticipation notes or other obligations for proper County purposes; and WHEREAS, it is deemed necessary and advisable that attorneys who are experienced in such matters be employed as bond counsel to provide advice and draft the resolutions and other documents necessary for the issuance and sale of such bonds, notes or other obligations, that firm to furnish its approving legal opinion on the validity of those bonds, notes or other obligations of the County at the time of their issuance and sale; and WHEREAS, the law firm of Foster Pepper & Shefelman PLLC of Seattle, Washington, is experienced in providing legal advice and documentation with respect to governmental financing of this type, and the legal opinions of that firm are nationally recognized by investors in municipal securities; and WHEREAS, it is deemed in the best interests of the County that counsel experienced in such matters be retained to provide special bond counsel services; and WHEREAS, RCW 36.32.200 requires a written contract of employment between the County's legislative authority and special counsel to be executed by the parties, and approved by the presiding superior court judge of the County, for such employment, and it is intended that this resolution shall constitute such written contract; NOW, THEREFORE, Jan 29 03 05:03p Jeff Co Prosecutor - Civil 360 385-9186 p.2 RESOLUTION NO. 9-03 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF JEFFERSON COUNTY, W ASH1NGTON, as follows: Section 1. The law firm of Foster Pepper & Shefelman PLLC of Seattle, Washington, C'FP&S") is employed by the County as bond counsel to a) provide advice and draft the resolutions and other documents required by the County in connection with the issuance and sale of its bonds ("Bonds"), bond anticipation notes ("'Notes") and other obligations ("Other Obligations"), and b) furnish its legal opinion on the validity of such Bonds, Notes and Other Obligations (collectively, "County Obligations") and the exclusion from gross income for federal income tax purposes of the interest thereon at the time of their delivery to the purchasers thereof. Included in the bond counsel services to be rendered by FP&S is participation in the drafting of all resolutions and other documents necessary for the issuance and sale of the County Obligations. and furnishing of an approving legal opinion upon the validity of the County Obligations at the time of the delivery thereof to the purchaser. Not included in the services FP & S is to provide the County shall be the drafting or review for accuracy of any official statement, offering circular or other sales material relating to the issuance of the County Obligations prepared by the County, it~ consultants or undetwriters or otherwise used in connection with such County Obligations, except for the accuracy and completeness of the description of the County Obligations and resolutions authorizing those obligations, unless otherwise requested by the County as provided in Section 4 of this resolution. Section 2. The County shall pay FP&S as compensation for its bond counsel services to be rendered as aforesaid in accordance with the following schedule: Amount ofIssue Fee $100,000 or less $100,001 tol$l,OOO,OOO $4,000 $4,000 plus $3.00 per $1,000 -2- 50364979,01 RESOLUTION NO. 9-03 $1,000,001 to $5,000,000 $5,000,001 to $10,000,000 $10,000,001 and up $6,700 plus $2.00 per $1,000 $14,700 plus $1.00 per $1,000 $19,700 plus $.50 per $1,000 The following adjustments shall be made in the above schedule under the following circumstances: (1) the fee for revenue issues of Bonds shall be the amount calculated on the schedule times 1.2; (2) the fee for refunding issues of Bonds shall be the amount calculated on the schedule times 1.25; (3) the fee for Notes shall be the amount calculated on the schedule times .66, and if Notes are rolled over, the fee will be one-half the fee charged for the original issue of Notes; and (4) an additional fee of $750 per road improvement district (RID) or utility local improvement district (DUD) included in an issue of Bonds shall be charged for reviewing the formation and assessment roll transcript. Consultations with respect to RID or UUD formation and assessment proceedings, attendance at meetings and public hearings, document preparation and participation in administrative hearings or litigation will be billed on an hourly basis at standard rates of those involved as provided in Section 4 of this resolution. Bond counsel also shall be reimbursed for any actual out-of-pocket expenses, such as travel, document production and reproduction, and communications, incurred by it in rendering its services. If authorized work is commenced by FP&S on proceedings for the issuance of particular County Obligations, and such obligations never are issued with its approving legal opinion, FP&S will be compensated on an hourly basis for time actually devoted to the matter as provided in Section 4 of this resolution. Section 3. The County shall furnish FP&S a complete certified transcript of all proceedings had in connection with the issuance ofthe County Obligations in order to enable that firm to furnish its approving opinion on the validity thereof at the time of the sale and delivery of such County Obligations. The County also shall cause the purchaser of the County Obligations from the County -3- 50364979,01 RESOLUTION NO. 9-.03 to furnish to bond counsel before final printing and circulation thereof any proposed official statement, underwriting circular or bond prospectus for review of the accuracy of any statement relative to the services of bond counsel and to the description of the County Obligations and laws relating thereto. Section 4. If the Board of County Commissioners or the Prosecuting Attorney shall in writing request FP&S to perform other legal services relating to the issuance and sale of such County Obligations or related matters beyond the scope of bond counsel services described above, the County shall compensate FP&S at an hourly rate of not to exceed a $250 per hour cap (and otherwise based on the actual standard billing rates for the lawyers or legal assistants performing such services currently ranging rrom $110 to $350 per hour) for such services actually performed, plus out-of-pocket expenses. Other conditions for the furnishing of such services may be arranged between FP &S and the Board of Commissioners or Prosecuting Attorney. If as a part of such other legal services the firm agrees to perform a "due diligence" review or other securities disclosure work with respect to any official statement, offering circular, bond prospectus or other sales material, the furnishing ofFP&S's legal opinion provided for in Section 1 of this resolution shall be conditioned on its satisfaction with the sufficiency and adequacy of such statement, circular, prospectus or other sales material. Section 5. The terms of this resolution shall be effective for a period of two years from its adoption, unless sooner terminated, and shall apply to any issue of County Obligations, the sale of which has been specifically authorized during its term. This resolution shall not apply to work performed by FP&S for the County under any other resolution or contract. This resolution, which shall be a contract between the County and FP&S, may be terminated by either party without cause after 30-days written notice to the other. -4- 50364979,01 RESOLUTION NO. 9~03 Section 6. Any actions previously taken by officers or employees of the County and consistent with the provisions of this resolution are ratified and confirmed. ADOPTED by the Board of County Commissioners of Jefferson County, Washington, at a regular open public meeting, held this 3rd day of February, 2003. ":r3.;;".,.~ ,.,,"'~","',<~;('~, 'T '( ',r';, ,þ" ','t:t(.~ .,.,~ r:~, ., ',,', If,' /"<10,' :..J". '., ': fJ /~~~ it ' '''""0 ,0" ;: ",'\.,.. , :./!"; ~ .. " ,~";/- ... ,/ - ., ~ it .".,,,, '_..d", " , .. ATTEST: ~<YlM£t ~. Clerk of the Board APPROVED AS TO FORM: }~1~~ J) alt,'....." 1)rt'\r,,\ Prosecuting Attorney 50364979,02 BOARD OF COUNTY COMMISSIONERS JEFFERSON COUNTY, WASHINGTON f}~ Chairman and Commissioner O\Y~~~~ Commissioner c¿JI (7/ -5- RESOLUTION NO. 9-03 February 3,2003 The firm accepts employment as bond counsel in accordance with the provisions of the foregoing resolution, which shall be a contract with the County when approved by the Presiding Judge. 50364979,02 FOSTER PEPPER & SHEF LMAN PLLC By The foregoing contract is approved this _ day of February, 2003. Presiding Judge of the Superior Court of the State of Washington, in and for Jefferson County -6- CERTIFICATION I, the undersigned, Clerk of the Board of County Commissioners of Jefferson County, Washington (the "County"), hereby certify as follows: 1. The attached copy of Resolution No. 9-03 (the "Resolution") is a full, true and correct copy of a resolution duly passed at a regular meeting of the Board of County Commissioners on February 2, 2003, as that resolution appears on the minute book of the County; and the resolution is now in full force and effect. 2. A quorum of the Commissioners of the Board was present throughout the meeting and a majority of those Commissioners present voted in the proper manner for the passage of the Resolution. ..à IN WITNESS WHEREOF, I have hereunto set my hand this..3- day of February, 2003. BOARD OF COUNTY COMMISSIONERS JEFFERSON COUNTY, WASHINGTON I~ '" (." ~J ~) ! ~ "'. ! ,~,¡ f ", rt\ "/ ,~, I' i, \ C'-J-1If cO- "',', !llQ>(O../\;UÙ, LORNA DELANEY, Clerk ofthe Board FOSTER PEPPER & SHEFELMAN PLLC ATTORNEYS AT LAW f ~ January 30, 2003 (OJ !þ If íê n iIll I.::J ~ b U m\ 1/ )i i , I, I i L._ J L....._/ VIA EMAIL and OVERNIGHT DELIVERY Ms. Lorna Delaney Clerk of the Board Board of County Commissioners Jefferson County 1820 Jefferson Street Port Townsend, W A 98368 JAN 3 1 2003 JEFFERSON COUNTY BO.ARD OF COMMISSIONERS Re: Engagement as Bond Counsel for the County Dear Lorna: Attached is a new form of resolution employing our firm as bond counsel for the County. It is identical to the version distributed yesterday, except that page 2 as revised by David Alvarez has been substituted. We inadvertently failed to make the changes that he requested. New copies of the resolution that I have signed are being forwarded by overnight delivery for your use. Weare sorry for any inconvenience. With thanks for your assistance, Sincerely, FOSTER PEPPER & SHEFELMAN PLLC ù~e~ Attachments cc: Hon. Judi Morris Hon. Juelie Dalzell David Goldsmith David Alvarez 50365928.01 Direet Phone (206) 447-8968 Direct Facsimile (206) 749-2025 E-Mail voorl@(oster.eom I III THIRD AVENUE Suite 3400 SEATTLE Washington 98101-3299 Telephone (206) 447-4400 Facsimile (206) 447-9700 Website WWW.FOSTER.COM ANCHORAGE Alaska PORTLAND Oregon SEATTLE Washington SPOKANE Washington