HomeMy WebLinkAboutContracts & Agreements_124-2013_CCv0001.pdf INDIAN WELLS 'IRAI& SACRAMENTO
760) 568.-261
08_26 1 1 (916)325-4000
IRVINE BEST BEST & KRIEGER SAN DIEGO
(949) 263-2600 ATTORNEYS AT LAW (6 19) 525-1 300
Los ANGELES WALNUT CREEK
(2 13)617-8 100 (925)977-3300
3390 UNIVERSITY AVENUE, 5TH FLOOR, P.O. Box 1028, RIVERSIDE, CA 92502
ONTARIO PHONE: (95 1) 686-1450 1 FAY: (95 1)686-3063 1 WWW.E3E3KLAW.COM WASHINGTON, DC
(909) 989-8584 (202) 785-0600
FRANCIS J. BAUM
(95 1) 826-8274
FRANcis,BAUMC@BBKLAW.COM
June 21. 2013
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 Solid Waste System Revenue Bonds
Ladies and Gentlemen:
The firm of Best Best & Krieger LLP is pleased to serve as bond counsel and
disclosure counsel in connection with the above-referenced financing by the Redlands
Financing Authority (the "Authority") involving the issuance of the Authority's Solid
Waste System Revenue Bonds (the "Bonds"). Proceeds of the Bonds will be used to
finance capital projects, including street repairs resulting from use by the City's solid
waste vehicles. 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 financing, 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 financing.
W 9
Our services will include the preparation of any resolutions, notices, trust
indenture, installment sale agreement, bond forms and all other legal documents required
by California law for the issuance, sale and delivery of the Bonds. We also will review
the official statements prepared on behalf of the Authority and City and relating to the
Bonds and attend all meetings at which our attendance is requested in which any action in
connection with the proceedings is to be taken. We will also review any purchase
contract pursuant to which the purchaser of the Bonds proposes to purchase the Bonds,
09960 0000I)M34246,1
Redlands Financing Authority.
I•�• c
City of Redlands BEST BEST & KRIEGER
.1 une 21. 2 013) ATTORNEYS AT LAW
Page 22
Subject to the completion of the financing to our satisfaction, Best Best & Krieger
LLP will issue its approving legal opinion to the purchaser of the Bonds to the effect that
all proceedings have been legally undertaken for the authorization, execution, sale and
delivery of the Bonds and that interest paid with respect to the 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 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 statement describing the terms of issuance of the
Bonds. Our services will include the preparation of preliminary and final official
statements and a continuing disclosure certificate 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 Statement regarding the projects being financed with
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proceeds of the Bonds and the sources of repayment of the Bonds.
Subject to completion of the financing to our satisfaction, Best Best & Krieger
LLP will issue its disclosure counsel opinion with respect to the matters discussed in the
official statement.
Fees
Our fee, including our usual and normal expenses, for the foregoing legal services
as bond counsel and disclosure counsel for the Bonds will be $60.000, payable upon the
issuance of. and from the proceeds of, the Bonds.
09960,00000M342461
Redlands Financing Authority I IRA I&
City of Redlands BEST BEST & KRIEGER 2.1
.June 21. 2013 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- BES'F & KRIWER LIT
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`FERMIS OF EMPLOYMEW APPROVED
'I IIS �J-o DAY OFA 2013
A I
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Authorized Officer of Redlands Financing
Authority and City of-RQdlands
Attest: e—
Sam Irwin, S`
09960 0000080 3-4246 1