Loading...
HomeMy WebLinkAbout010 89 '. JEFFERSON COUNTY, WASHINGTON RESOLUTION NO. 10-89 A RESOLUTION of the Board of County Commissioners of Jefferson County, Washington, employing attorneys to act as bond counsel in connection with the issuance of the County's bonds and notes. WHEREAS, it is deemed necessary and in the best interests of the County and its inhabitants that the County from time to time issue and sell its bonds and bond anticipation notes for proper County purposes; and WHEREAS, it is deemed necessary and advisable that attor- neys who are skilled in such matters be employed as bond counsel to participate with the County Prosecuting Attorney in drafting the resolutions and other documents necessary for the issuance and sale of such bonds or notes, that firm to furnish its legal opinion on the validity of those bonds and notes at the time of their issuance and sale; and WHEREAS, the law firm of Foster Pepper & Shefelman of Seattle, Washington, is skilled in providing legal advice 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 counsel services; and WHEREAS, RCW 36.32.300 requires for that employment a writ- ten contract between the County's legislative authority and spe- cial counsel to be executed by the parties and approved by the presiding superior court judge of the County; 'JD!_ 15 rF~ W~,~ 442 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF JEFFERSON COUNTY, WASHINGTON, as follows: Section 1. The law firm of Foster Pepper & Shefelman of Seattle, Washington, is employed by the County as bond counsel to participate with the County Prosecuting Attorney in drafting the resolutions and other documents required by the County in connection with the issuance and sale of its bonds (the "Bonds") and bond anticipation notes (the "Notes"), that firm to furnish its legal opinion on the validity of the Bonds and Notes and the tax exemption of the interest thereon at the time of the deliv- ery thereof to the purchasers thereof. Included in the services to be rendered by that law firm is participation in the drafting of all resolutions and other documents necessary through the issuance and sale of the Bonds or Notes and the furnishing of an approving legal opinion on the validity of the Bonds or Notes at the time of the delivery thereof to the purchaser, but there shall not be included the drafting or review for accuracy of any official statement, offering circular or other sales material relating to the issuance of the Bonds and Notes prepared by the County or its financial advisor or otherwise used in connection with such Bonds or Notes, except with respect to the accuracy and completeness of the description of the Bonds or Notes and resolutions authorizing those obligations. Section 2. The County shall pay Foster Pepper & Shefelman as compensation for its services to be rendered as aforesaid in accordance with the following schedule: Amount of Issue Fee $100,000 or less $IOO,OOI to $1,000,000 $2,000 $2,000 plus $3 per $I,OOO, or any portion thereof, issued in excess of $IOO,OOO $1,OOO,OOl to $5,000,000 $4,700 plus $1.50 per $I,OOO, or any portion thereof, issued in excess of $l million - 2 - VDL ~,- 443 15 rAGE Be'· Amount of Issue Fee $5,OOO,OOI to $IO,OOO,OOO $10,700 plus $1 per $I,OOO, or any portion thereof, issued in excess of $5 million $10,000,001 and up $14,700 plus .50 per $I,OOO, for general obligation bonds ($.60 per $1,000 for revenue bonds) or any portion thereof, issued in excess of $10 million The following adjustments shall be made in the above schedule under the following circumstances: (I) The fee for refunding issues shall be the amount calculated according to the schedule times 1.3; (2) The fee for bond anticipation notes shall be the amount calculated accordihg to the schedule times .75, and if bond anticipation notes are rolled over, the fee will be one- half the fee charged for the original issue of bond anticipation notes; and (3) the amount of $300 will be added for each RID or ULID transcript reviewed by Counselor $1,250 for each set of RID or ULID formation and assessment confirmation documents pre- pared by Counsel. Counsel also shall be reimbursed for any actual out-of-pocket expenses, such as travel, document produc- tion and reproduction, and communications, incurred by it in rendering its services. The payment of the fee is contingent on the successful delivery of the Bonds or Notes. Section 3. The County shall furnish Foster Pepper & Shefelman a complete certified transcript of all proceedings had in connection with the issuance of the Bonds or Notes in order to enable that firm to furnish its approving opinion on the validity thereof at the time of the sale and delivery of the Bonds or Notes. The County also shall cause the purchaser of the Bonds or Notes to furnish to bond counsel before final printing and circulation thereof any proposed official state- ment, underwriting circular ör bond prospectus, for review of the accuracy of any statement relative to the services of bond - 3 - . YGl 15 rA~E Oct, 444 f " . " counsel and to the description of the Bonds and Notes and laws relating thereto. Section 4. In the event that the Prosecuting Attorney or Board of County Commissioners shall request in writing that Foster Pepper & Shefelman perform other legal services relating to the issuance and sale of such Bonds or Notes, the County shall compensate that firm at an hourly rate of not to exceed $150 per hour (based on that firm's billing rates for lawyers' time) for such services actually performed, plus its out-of- pocket expenses. Other conditions for the furnishing of such services may be arranged between that firm and the Prosecuting Attorney. If as a part of such other legal services the firm agrees to perform a "due diligence" review of any official statement, offering ciruclar, bond prospectus or other sales material, the furnishing of the firm's legal opinion provided for in Section I shall be conditioned on its satisfaction of the sufficiency of such statement, circular, prospectus or other material. Section 5. The terms of this resolution shall be effective for a period of two years from its adoption and shall apply to any bond, note or other obligation issue, the sale of which has been authorized during that two-year period. The services of Foster Pepper & Shefelman shall continue with respect to other bond or note issues for which that firm previously has been retained but the fees for such services shall be based on the applicable retainer resolution adopted by the Board of County Commissioners. 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. - 4 - VOl 15 ' - 0, ~~. 445 rA~~ ':' ',~ ~ . , . " . J t ~ ADOPTED' by the Board of County Commissioners of ,~ ~ m~t:p:a:h::~ Jefferson County, Washingtonr this , 1989, at a regular open public BOARD OF COUNTY COMMISSIONERS ATTEST:, JEFFERSON COUNTY, WASHINGTON ~ Ù~,~~~--~ .1erk of the Board .. Chairm .. ~ ' . , , ' ,.'. ' , c~ Comm1s ner APPROVED AS TO FORM: , 1989 We accept employment as bond counsel in accordance with the provision of the foregoing resolution. FOSTER PEPPER & SHEFELMAN By Lllj), ( ¿J,. n p~er ~ ~ The foregoing contract is approved this 1r'~~4~ ' 1989. 7~ day of Pr iding Judge of the Superio Court of the State of Washington in and for Jefferson County 05Z6j - 5 - VOl 15 rAGE óh-'" 446