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HomeMy WebLinkAbout079 85 ... "" -. ,. JEFFERSON COUNTY, WASHINGTON RESOLUTION NO. 79-85 A RESOLUTION of the Board of County Commis- sioners of Jefferson County, Washington, employing attorneys to serve as bond counsel in connection with the issuance of County limited tax general obligation refunding bond and bond anticipation notes to settle a claim filed by Queets-Clearwater School District as provided in Resolution No. 57-85. WHEREAS, the Board of County Commissioners has deemed it to be in the best interest of the County that the County borrow money by the issuance of limited tax general obligation bonds and, pending the issuance of such bonds, has issued short-term obligations in accordance with the provisions of Chapter 39.50 RCW, for the purpose of providing part of the funds with which to settle the claim filed by Queets-Clearwater School District No. 20; and WHEREAS, it is deemed necessary and advisable that attorneys 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 and notes, that firm furnishing its legal opinion of the validity of those bonds and notes at the time of their issuance and sale; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF JEFFERSON COUNTY, WASHINGTON, as follows: Section 1. The law firm of Roberts & 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 limited tax general obligation bonds (the "Bonds"), and $340,000 limited tax general obligation bond anticipation notes (the "Notes") and such other notes as may be issued in the future to redeem the Notes, for ~.ca general County purposes to provide part of the funds with which to settle a claim filed by Queets-Clearwater School District No. 20 and to pay the costs of issuance and sale of the Bonds and the Notes, that firm to furnish its legal opinions on the validity of the Bonds, Notes and any future notes, and the tax exemption of the interest thereon at the time of the delivery 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, Notes and any future notes, and furnishing of an approving legal opinion upon the validity of the Bonds, Notes and any future 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 financial or economic data in 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 other- wise used in connection with such Bonds, Notes and future notes. Section 2. The County shall pay Roberts & Shefelman as compensation for its services to be rendered as aforesaid, the sum of $1,800 for the Notes. The County shall pay Roberts & Shefelman in accordance with the attached fee schedule (Exhibit A) for the Bonds and any future notes, together with any actual out-of-pocket expenses, such as travel, document production and reproduction, and communications, incurred by it in rendering such services. The payment of the fee is contingent on the successful delivery of the Notes and Bonds, respectively. Section 3. The County shall furnish Roberts & Shefelman a complete certified transcript of all proceedings had in connec- tion with the issuance of the Bonds, Notes and any future 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 - 2 - ._-~ such Bonds, Notes and future notes. The County shall also cause the purchaser of the Bonds, Notes and future notes from the County to furnish to bond counsel before final printing and circulation thereof any proposed official statement, under- writing 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 Bonds, Notes and future notes, and laws relating thereto. Section 4. In the event that the Prosecuting Attorney or Board of County Commissioners shall request Roberts & Shefelman to perform other legal services relating to the issuance and sale of such Bonds, Notes and any future notes, the County shall compensate that firm at an hourly rate of not to exceed $140 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 diligenceU review of any official statement, offering circular, bond prospectus or other sales material, the furnishing of the firm's legal opinion provided for in Section 1 shall be conditioned on its satisfaction of the sufficiency of such statement, circular, prospectus or other material. Section 5. All previous actions of the County, its officers and employees consistent with the terms of this resolu- tion are ratified and confirmed. - 3 - .-"'1 ADOPTED by the Board of County Commissioners of Jefferson County, Washington, at a regular open public meeting, held this ,;23 day of October, 1985. BOARD OF COUNTY COMMISSIONERS JEFFERSON COUNTY, WASHINGTON c=-:"'.. ~~ i /% Chairman and Commissioner ," Commissioner /1.( ,oJ-t:) ~ ATTEST: J ~~ i . /' / ~ ~,~;,/, ;tt'rk of the - ar r.:g , 1985 We accept employment as bond counsel in accordance with the provisions of the foregoing resolution. ROBERTS & SHEFELMAN By Partner - 4 - .. "... ~ 1985. 0300j The foregoing contract is approved this ___ day of October, Judges of the Superior Court of the State of Washington in and for Jefferson County. - 5 - -' . , ' EXHIBIT A FEE SCHEDULE A. New Money Issues, Includinq Short-Term Obligations Amount of Issue Fee $100,000 or less $100,001 to $1,000,000 $2,000 $2,000 plus $3 per $1,000, or any portion thereof, issued in excess of $100,000 $1,000,001 to $5,000,000 . $5,000,001 to $10,000,000 $4,700 plus $1.50 per $1,000, or any portion thereof, issued in excess of $1 million $10,700 plus $1 per $1,000, or any portion thereof, issued in excess of $5 million $10,000,001 and up $14,700 plus -1- per $1,000, or any portion thereof, issued in excess of $10 million 1. a. b. c. d. Unlimited Tax General Obligation Bonds .65 Limited Tax General Obligation Bonds .50 Revenue Bonds .75 Local Improvement District Bonds .65 In case of BANs, the fee would be 2/3 of bond fee calcu- lated as above, except on amount of the BANs. If BAN is rolled-over, the fee would be 1/2 of fee charged for original issue of BAN. Fees would be payable at the time the approving legal opinion on BANs is furnished. -0300j ~ "" I, JERDINE C. BRAGG, Clerk of the Board of County Commissioners of Jefferson County, Washington, certify that the attached copy of Resolution No. is a true and correct copy of the ori- ginal Resolution adopted on the_ day of October, 1985, as that Resolution appears on the Minute Book of the County. DATED this day of October, 1985. JERDINE C. BRAGG, CLERK Of The Board of County Commissioners