HomeMy WebLinkAboutContracts & Agreements_42-2007_CCv0001.pdf BEST BEST & KRIEGER LLP
A CALIFORNIA LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
INDIAN WELLS LAWYERS SAN DIEGO
(760) 568-261 1 3750 UNIVERSITY AVENUE (619) 525-1300
- POST OFFICE BOX 1028 -
ONTARIO RIVERSIDE, CALIFORNIA 92502-1028 ORANGE COUNTY
(909)989-8584 (909)686-1450 (949) 263-2600
(909)686-3083 FAX -
BBKLAW.COM SACRAMENTO
(9I 65 325-4000
March. 5, 2007
Mayor and City Council
City of Redlands
35 Cajon Street
Redlands, California
Re: Agreement for Bond Counsel and Disclosure Counsel Services for 2007
Pension Obligation Bonds
Ladies and Gentlemen:
This letter sets forth our understanding of our agreement to provide bond counsel and
disclosure counsel services in connection with the proposed issuance by the City of Redlands
(the "City") of its pension obligation funding bonds to finance the City's unfunded accrued
actuarial liability to the California Public Employees Retirement System ("PERS"). The firm of
Best Best & Krieger LLP will serve as bond counsel and disclosure counsel on this financing and
proposes to perform the following, services on the basis set forth in this letter.
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We will confer and consult with City staff and the City's Financial Consultant and
Underwriter on all matters relating to the financing including participation in the review and
selection of appropriate financing methods. We will assist the City in identifying the most
advantageous method of financing based upon our experience and we will attend all meetings of
City's staff and consultants at which financing methods are to be discussed and analyzed for
successful completion of the financing.
Our bond counsel services will include the preparation of all resolutions, notices, a bond
indenture, bond form and other documents required in the proceedings. Our disclosure counsel
services will consist of the preparation and review of the official statement, continuing disclosure
agreement and bond purchase contract. We will also attend meetings at which action in
connection with the proceedings is to be taken.
Our services will also include commencing a validation action under Section 860 of the
California Code of Civil Procedure in San Bernardino County Superior Court with respect to the
proposed issuance of the Bonds, in order to validate the Bonds and the use of the proceeds for
the repayment of the City's obligations to PERS as legal, valid and binding obligations of the
City.
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LAW OFFICES OF
BEST BEST & KRIEGER LLP
City of Redlands
March 5, 2007
Page 2
Subject to completion of the financing to our satisfaction, Best Best & Krieger LLP will
issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings
have been leally undertaken for the authorization, issuance, sale and delivery of the Bonds and
that interest on the Bonds is exempt form State of California personal income taxation. (Interest
on the Bonds will be taxable for federal income tax purposes). We will also issue appropriate
supplemental opinions and certificates as may be necessary or appropriate.
Our Lees for the foregoing bond counsel and disclosure counsel services and the
validation action will be $97,000, assuming a bond issue of approximately $28,000,000 to
$30,000,000.
The above fees will be payable only upon completion and sale of the Bonds from the
proceeds of the Bonds, and not otherwise. If other services are requested by the City which are
not within the scope of those outlined above, they will be performed on a time basis at the hourly
rates of the attorneys involved. In the event this financing is not completed for any reason, the
City will have no liability for any fees or costs incurred by our firm with respect to the financing.
In addition to the above bond counsel fees, we would expect to be reimbursed by the City
for out-of-pocket expenses incurred by us on behalf of the City, such as long distance telephone
calls, messenger and courier services, travel at the request of appropriate City officials,
duplicating and the like. Our expenses also will be payable out of proceeds of the Bonds. We
would not expect our expenses to exceed $3,000.
If this arrangement is satisfactory to the City, please sign and return a copy of this letter
to mc.
Very truly yours,
Francis J. Baum
of BEST BEST & KRIEGER LLP
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TERMS OF EMPLOYMENT APPROVED
THIS 7th DAY OF MARCH, 2007.
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Authorized Officer, City of Redluids
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