HomeMy WebLinkAboutContracts & Agreements_154-2012_CCv0001.pdf INDIAN WELLS Ik SACRAMENTO
(750)568-21511 (9161325-4000
IRVINE BEST BEST&KMEGER SAN DIEGO
(949) 263-2600 ATTORNEYS AT LAW (619)525-1300
Los ANGELES WALNUT CREEK
(2 13)61 7-8 100 (925)977-3300
3390 UNIVERSITY AvENUE, 5TH FLOOR, P.0, Box 1028, RwERsioE,CA 92502
ONTARIO PHONE: (951)686-1450 1 FAX: (95 1)686-3083 1 WWW.SBKLAw,com WASHINGTON, OC
(909)989-8584 (202) 785-0600
FRANCIS J. BAUM
195 1) 82e-8274
FRANCIS.BAUM9BBIQAW.00M
VIA E-MAIL
July 12, 2012
Dan McHugh,Esq.
City Attorney
City of Redlands
35 Cajon Street
Redlands, CA 92373-1505
Re: Bond Counsel and Disclosure Counsel Services for Redlands Financing
Authority Water Revenue Refunding Bonds Series 2012A and Wastewater
Revenue Refunding Bonds Series 2012A
Dear Dan:
Enclosed please find our fee letter for bond counsel and disclosure counsel services on
the City's water and wastewater revenue refunding bond issues. Please date, sign and return a
copy to me for our files. If you have any questions,please let me know.
Very truly yours,
Francis J. Baum
of BEST BEST&KRIEGER LLP
FJB:mpk
Enclosures
09960MOOM507430.1
INDIAN WELLS No 1k SACRAMENTO
(760) 588-261 1 (916)325-4070
IRVINE BEST BEST+&KMEGER SAN DIEGO
949) 283-2600 ATTORNEYS A T LAW (6 19)52 5-1300
LOS ANGELES WALNUT CREEK
(21 3)617-8 t00 (925)977-3300
3390 UNIVERSITY AVENUE, 5TH FLOOR, P,O. BOX 1.028, RIVERSIDE. CA 92502
ONTARIO PHONE: (951)886-1450 ( FAX: (95 1)886-3083 1 WWW.SSKLAW.COM WASHINGTON. OC
(909)989-8584 (202)7854}800
FRANCIS,..1. BAUM
(95 I) 826-82't74
FRANC is.BAUM(986KLAW.C0I4
July 12,2012
Chairperson and Board Members Mayor and City Council
Redlands Financing Authority City of Redlands
35 Cajon 35 Cajon
Redlands,CA 92373 Redlands, CA 92373
Re: Bond Counsel and Disclosure Counsel Services for Redlands
Financing Authority Water Revenue Refunding Bonds Series
2012A and Wastewater Revenue Refunding Bonds Series 2012A
Ladies and Gentlemen:
The firm of Best Best & Krieger LLP is pleased to serve as band counsel and
disclosure counsel in connection with the above-referenced financings by the Redlands
Financing Authority (the "Authority") involving the issuance of the Authority's Water
Revenue Refunding Bonds and Wastewater Revenue Refunding Bonds (together, the
"2012 Bonds"). Proceeds of the two series of the 2012 Bonds will be used to refund the
Authority's outstanding Water Revenue Refunding Bonds, Series 1999A and Wastewater
Revenue Refunding Bonds, Series 1999A and finance additional water system projects.
We will perform the following services on the basis set forth in this letter.
Services as Bond Counsel
We will confer and consult with Authority and City staff on all matters relating to
the financings, including participation in the review and selection of appropriate
financing methods. We will assist the Authority and City in identifying the most
advantageous method of financing based upon our experience and we will attend all
meetings of the Authority's and City's staff and financial advisor at which financing
methods are to be discussed and analyzed for the successful completion of the financings.
Our services will include the preparation of any resolutions, notices. trust
indentures, installment sale agreements, escrow agreements, bond forms and all ether
legal documents required by California law for the issuance, sale and delivery of each
series of the 2012 Bonds. We also will review the official statements prepared on behalf .
of the Authority and City and relating to each series of the 2012 Bonds and attend all
meetings at which our attendance is requested in which any action in connection with the
09960.(00000\7507389.)
Redlands Financing Authority 109 M
City of Redlands BEST BEST&KMEGER 4
July 12, 2012 ATTORNEYS AT LAW
Pace 2
proceedings is to be taken. We will also review any purchase contracts pursuant to which
the purchaser of the 2012 Bonds proposes to purchase the 2012 Bonds.
Subject to the completion of the two financings to our satisfaction, Best Best &
Krieger LLP will issue its approving legal opinions to the purchasers of the 2012 Bonds
to the effect that all proceedings have been legally undertaken for the authorization,
execution, sale and delivery of the 2012 Bonds, or other transactions relating to the
financings and that interest paid with respect to the 2012 Bonds is excluded from gross
income for federal income tax purposes and is exempt from State of California personal
income tax. We will also issue any supplemental opinions and certificates as may be
necessary or appropriate.
Finally, we will confer and consult with Authority and City staff with respect to
questions which may arise during the period of servicing and payment of the 2012 Bonds
and provide any and all other services commonly expected of bond counsel.
Services as Disclosure Counsel
As disclosure counsel, we will confer and consult with the Authority's and City's
staff, and the Authority's and City's financing consultant and underwriter on all matters
relating to the preparation of the official statements describing the terms of issuance of
the two series of the 2012 Bonds. Our services will include the preparation of
preliminary and final official statements and continuing disclosure certificates, in order
for the Authority and City to comply with Rule 15c2-12. We will also conduct the
necessary due diligence in order to verify the narrative in the Official Statements
regarding the projects being financed and refinanced with proceeds ofthe 2012 Bonds
and the sources of repayment of the 2012 Bonds.
Subject to completion of the financings to our satisfaction, Best Best & Krieger
LLP will issue its disclosure counsel opinions with respect to the matters discussed in the
official statements.
Fees
Our fee for the foregoing legal services as bond counsel and disclosure counsel
for both series of the 2012 Bonds will be an aggregate fee of$75,000. Our expenses will
not exceed $2,500. Our fees and expenses will be payable upon the issuance of, and from
the proceeds of,the 2012 Bonds.
09960,0000(Y,7;07389,1
Redlands Financing Authority INIk
City of Redlands BEST BEST&KmEGER
July 12,2012 ATTORNEYS AT LAW
Page 3
If this arrangement is satisfactory to the Authority and the City,please return to us
a copy of this letter executed by an authorized officer of the Authority and the City.
Very truly yours,
Francis J. Baum
of BEST BEST& KRIEGER LLP
FJB/ksh
TERMS OF EMPLOYMENT APPROVED
THIS 18th DAY OF-September 2012
Authorized(Yfficer of Redlands Financing
Authority and City of Redlands (Council approved 7-17-2012)
Pete Aguilar, Mayor/Chairperson
ATTEST:
Sairt 1,r_w_in, &ty Clerk/Secretary
09960 00000117507389.1