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Home My WebLink About11/04/1997, C-5 - AGREEMENT FOR BOND COUNSEL SERVICES council j acEnaa wpoin C I T Y OF SAN LUIS O B i S P 0 FROM: Bill Statler,Director of Finance�� Prepared by: Linda Asprion,Revenue Manager/*- ,(A � SUBJECT: AGREEMENT FOR BOND COUNSEL SERVICES CAO RECONEVIENDATION. Approve the agreement with Jones Hall to provide bond counsel services for the City and authorize the Mayor to sign the agreement. DISCUSSION Background On September 2, 1997,the Council approved the distribution of the Request for Proposal(RFP)for bond counsel services. The current agreement with Jones Hall was first approved in November of 1988, and renewed in April 1993 and again in April 1996. While Jones Hail has provided outstanding service to the City at a very competitive cost, the City had not solicited an RFP for bond counsel services for almost 10 years, and prior to going forward with financing key capital projects in the 1997-99 Financial Plan, it was timely for us to issue an RFP for bond counsel services. Proposed Evaluation Process RFP's were provided to twelve firms and a pre-proposal conference was held on September 16, 1997. Proposals were required to be submitted on Friday, September 26, 1997 at 3:00 p.m. at which time proposals were received from the seven following firms: ■ Jones Hall ■ Coir,Castle&Nicholson ■ Bowie,Arneson,Kadi,Wiles&Giannone ■ Stradling,Yocca,Carlson&Rauth IN Brown&wood ■ Orrick,Herrington&Sutcliffe ■ Folley Lardiner Weissburg&Aronson An evaluation of the written proposals was performed by a review team consisting of the Assistant City Admin�ve Officer, the Director of Finance, the Accounting Manager and the Revenue Manager based on the following criteria as outlined in the RFP: ■ Understanding of the work.required by the City ■ Quantity and responsiveness of the proposal ■ Demonstrated competence and professional qualifications necessary for satisfactory performance of the work required by the City ■ Recent experience in successfully performing similar services ■ Proposed approach in completing the work ■ References ■ Background and related experience of the specific individuals to be assigned to this project ■ Proposed compensation e-s-/ Council Agenda Report-Agreement for Bond Counsel Services Page 2 After reviewing the written proposals, three firms were requested to attend finalist interviews on October 6, 1997: Jones Hall; Stradling, Yocca, Carlson & Rauth; and Orrick, Herrington & Sutcliffe. Based upon the proposal's response to the criteria outlined in the request for proposal and the interview process, the review team selected Jones Hall to continue to serve as the City's bond counsel. As outlined in the RFP,the term of the engagement is three years with an option to extend the contract for an additional three years. Scope of Services While the specific scope of services are detailed in the RFP, they can generally be summarized as follows: ■ Provide legal advise for debt financings on a project-by-project basis. ■ On-going advice and assistance on the best approach in meeting the City's capital financing needs. This assistance is particularly beneficial to the City in preparing early assessments of our financing options. Disclosure Requirements In addition to the traditional bond counsel services summarized above,an emerging area of concern is the need for a separate disclosure counsel. This topic is discussed in the Council Agenda Report for Financial Advisor Services, and the Council has been requested to adopt a resolution formalizing guidelines for determining when the use of an independent disclosure counsel would be appropriate. It is important to note that the proposed agreements for both financial advisor and bond counsel services assume we will continue our past practice of not engaging a separate disclosure counsel. However,in the event we do so,we will modify the scope of services with the financial advisor and bond counsel accordingly. FISCAL MPACT The method and percent of compensation presented in the proposals were reviewed as part of the process. There are no direct impacts to this agreement; compensation is contingent on the completion of a debt issuance and is payable solely from the proceeds of the issuance. Below is a chart comparing the City's current compensation agreement with Jones Hall for bond counsel services with the proposed compensation structure from Jones.Hall for general obligation bonds, lease revenue bonds,or certificates of participation: Par Value of Debt Current Fee Amount Proposed Fee Amount $0 up to$5,000,000 $30,000 $25,000 $5,000,001 to$10,000,000 $42,500 $37,500 $10,000,001 to $15,000,000 $48,750 $43,750 $15,00,001 to $20,000,000 $55,000 $50,000 ATTACHMENT Agreement with Jones Hall for bond counsel services AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , by and between the MY OF SAN LUIS OBISPO, a municipal corporation,hereinafter referred to as City,and Jones Hall,hereinafter referred to as Bond Counsel- WITNESSETH: WHEREAS,on September 3, 1997, City requested proposals for bond counsel services per Specification No.98-72. WHEREAS, pursuant to said request, bond counsel submitted a proposal which was accepted by City for said services. NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this Agreement is made and entered, as first written above, for a period of three years at which time, upon mutual agreement at that time, the contract may be extended by the City Administrative Officer for another period of three years. 2. INCORPORATION BY REFERENCE. City Specification No. 98-72 and bond counsel's proposal dated September 26, 1997, and bond counsel's addendum dated October 22, 1997,are hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement,City will pay and bond counsel shall receive therefor compensation as set forth in their proposal dated September 26, 1997. e�-3 4. BOND COUNSEL'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, bond counsel agrees with City to do everything required by this Agreement. 5. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City. 6. COMPLETE AGREEMENT. This written Agreement,including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement,understanding,or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Bond Counsel Mr. Charles Adams Jones Hall 650 California Street, 181e Floor San Francisco, CA 94108 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and bond counsel do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. 10/22/97 17:18 JF+U + 805 781 7401 N0.5033 D02 IN WmIum WHMUW, ttie garde® hm to have oaused this insgltm to be owcuted the day and year&st above weitten. ATTBST. CITY OF SAN LUB-OBLs M. A Municipal Corporation City Clerk By: Mayor APPROWD AS TO FORM: Bond Cotmsel By: Charles Adams inti. ;aj. ;oA Ida¢ 20mvN18 olio ALIO L6:ot (craw z6 . LL 'Zoo OCT. 22 ' 97 (WED) 17:03 COMMUNICATION No : I PAGE. 2