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HomeMy WebLinkAbout1979-12-06 - Resolution No. 79-44V RESOLUTION N0. 7y-44/ 9 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA COUNTY WATER DISTRICT ASSESSMENT DISTRICT 79-1 (OHIO-ORIENTE) APPOINTING SPECIAL BOND COUNSEL WHEREAS, the Board of Directors of the Yorba Linda County Water District ("Board") has received a written recommendation from the Health Officer of the County of Orange that proceedings be instituted for the acquisition or construction of sanitary sewers as necessary as a health measure; and WHEREAS, the Board proposes to adopt its Resolution of Intention expressing its intention to undertake such proceedings under the Municipal Improvement Act of 1913 and issue bonds under the provisions of the Improvement Bond Act of 1915 for said im- provements in the assessment district designated Assessment Dis- trict 79-1 (Ohio-Oriente), and to assess the costs of said im- provements, together with incidental expenses thereof, upon the property of said Assessment District; and WHEREAS, the Board desires to appoint and retain as counsel the firm of Rutan & Tucker, 401 Civic Center Drive West, Santa Ana, California, for the purpose of rendering legal services in proceedings under said acts relative to performance of all work and making of all improvements and issue of improvement bonds as aforesaid, including the doing and performing of all legal services required in the conduct of all of said proceedings, preparation of all resolutions, forms, notices, affidavits, and other docu- ments required, excepting those prepared or to be prepared by the Engineer, the rendering of advice to said Engineer and other Dis- trict officials who have performed or have to perform any duties in connection with said proceedings, the performing of all required legal services in connection with the issue and sale of improvement bonds in said proceedings upon unpaid assessments and the furnish- ing of legal opinion upon the validity of all bonds so issued; and 0 0 WHEREAS, the public interest, convenience, necessity and welfare will be served by retaining said attorneys for the pur- poses aforesaid; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE YORBA LINDA COUNTY WATER DISTRICT, STATE OF CALIFORNIA, as follows: 1. Said Rutan & Tucker, Santa Ana, California, are hereby appointed, retained and employed as Special Bond Counsel for the purpose of rendering legal services in proceedings under the Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915, as aforesaid, in connection with said work to be done and improvements to be made in Assessment District 79-1 (Ohio- Oriente) in accordance with the terms and conditions of the con- tract of employment attached hereto as Exhibit "A". ADOPTED, SIGNED AND APPROVED this day of , 1979. (SEAL) President of the Yorba Linda County Water District and of the Board of Directors thereof. ATTEST: Secre~ary of the Yorba Linda County Water District and of the Board of Directors thereof. -2- STATE OF CALIFORNIA) ) ss. COUNTY OF ORANGE ) I, of Directors of the Yorba certify that the foregoing Board of Directors of said Board duly held on the and that it was so adopted Secretary Linda County Water District, resolution was duly adopted District at a regular meeti day of by the following vote: of the Board do hereby by the ng of said 1979, AYES: DIRECTORS NOES: DIRECTORS ABSENT: DIRECTORS Secretary of the Yorba Linda County Water District and of the Board of Directors thereof. (SEAL) -3- STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) I, Directors of Yorba that the above and Resolution No. amended or repeale, DATED: Secretary of the Board of Linda County Water District, do hereby certify foregoing is a full, true and correct copy of of said Board, and that the same has not been 3. 1979. Secretary of the Yorba Linda County Water District and of the Board of Directors thereof. -4- AGREEMENT BETWEEN YORBA LINDA COUNTY WATER DISTRICT AND RUTAN & TUCKER FOR LEGAL SERVICES IN CONNECTION WITH PROPOSED ASSESSMENT DISTRICT 79-1 (OHIO-ORIENTE) THIS AGREEMENT made and entered into this day of , 1979, by and between the YORBA LINDA COUNTY WATER DISTRICT, hereinafter referred to as "District," and RUTAN & TUCKER, a partnership, hereinafter referred to as "R & T"; WITNESSETH WHEREAS, District proposes to construct and to finance certain public improvements within an Assessment District to be known as Assessment District 79-1 (Ohio-Oriente), by assessment proceedings undertaken pursuant to the Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915; WHEREAS, District wishes to appoint, employ and retain R & T to provide legal services for the preparation and conduct of the assessment proceedings in connection with the Assessment District; WHEREAS, the public interest, convenience, necessity and general welfare will be served by the employment of R & T in said capacity; and WHEREAS, R & T is qualified to provide such legal services. I ASSESSMENT SERVICES R & T agrees to provide the following assessment services for District: 1. Consult with District, its officers, employees, engineers, legal staff, and any special consultants of District to assist in formulation of a coordinated financial, engineering and legal program for the Assessment District. EXHIBIT ''A 2. Render to the District, its officers, employees, engineers, legal staff, and any special consultants of District and legal advice and services required for the initiation, conduct and completion of all proceedings for the formation and financing of the Assessment District, including printing, issuance and sale of the assessment bonds on unpaid assessments. 3. Prepare all schedules, petitions, resolutions, ordinances, forms, orders, notices, affidavits and other documents required for the initiation, conduct and completion of all proceedings for the formation and financing of the Assessment District. 4. Confer with District's engineer as to the legal suf- fiency of the engineer's report to be prepared in the assessment proceedings and provide such forms as may be required for legal adequacy. 5. At District's option, either prepare, or review, super- vise and advise concerning the preparation of the legal documents necessary for the public bidding and for the construction of the improvements, including but not limited to the invitation to bidders, proposals, general conditions, and contract documents including changes, modifications, deletions and/or revisions during the course of construction; review documents prepared by District officials and any consultants of District for legal adequacy, and render advice regarding the construction bidding, and during the construction process. 6. Supervise and advise District and prepare and review the legal documents involved in the giving of notices of public hearings and notices for the sale of assessment bonds and bids thereon, and assist in obtaining statistical information which will aid in marketing the securities to the best advantage of District. In discharging the above duties, R & T may, if it deems proper, contract for qualified municipal finance consultants. -2- • 7. Upon request of District, attend all meetings of the Board of Directors or other public or private meetings which are necessary to initiate, conduct or complete the assessment proceed- ings, including any appearances or proceedings before the Districts Securities Advisory Commission of the State Treasurer's Office in connection with obtaining certification of the proposed bonds. 8. Prosecute any validating suit deemed proper or advisable by R & T. 9. Provide a legal opinion unqualifiedly approving all assessment proceedings, contracts, assessments and bonds. II ACQUISITION SERVICES R & T agrees to provide the following acquisition services for District: 1. Upon request of District, provide all legal services required for District to acquire real property or any interests therein necessary for the proposed Assessment District whether by negotiated purchase or condemnation. 2. Upon request of District, prepare all forms of options, contracts and deeds necessary for the acquisition of real property, or any other interest therein deemed necessary for the acquisition of the improvements contemplated for the Assessment District. 3. Upon request of District, consult and advise concerning negotiations for the acquisition of such real property or interest therein. 4. Upon request of District, prepare and conduct eminent domain proceedings to final resolution, where necessary, to acquire all real property or interest therein deemed necessary for the acquisition of the improvements. -3- 'r 0 IR III PAYMENT 1. R & T's compensation for services rendered under Article I shall be as follows: 2 1/2% of the assessment levied pursuant to the said assessment proceedings, less the amount of incidental expenses contained in the confirmed report of the engineer in said assessment pro- ceedings; plus 1/2% of the assessment levied in the event that a municipal finance consultant is engaged to assist in the marketing of securities. 2. R & T's compensation for services rendered under Article II shall be on an hourly rate basis at a composite rate of $85.00 per hour and the services shall be rendered and payment received only if requested by the District. 3. R & T shall be compensated for out-of-pocket expenses incurred in connection with services rendered to District pursuant to this Agreement. Our-of-pocket expenses shall include the following items only: Appraisal fees, cost of certified copies, deposition costs, duplication costs, expert witness fees, filing fees, messenger service, mileage, notary fees, postage, printing fees, service of process fees, publication fees, recording fees, settlement fees, telephone, cost of transcripts, transfer fees and witness fees. 4. Payment of R & T's compensation hereunder shall be made to R & T at the time of delivery to the purchase of the bonds to be issued and sold in the assessment proceedings or as soon thereafter as practicable. It is understood and agreed that R & T's compensation for all services rendered pursuant to this Agreement shall be paid solely from the proceeds of the assess- ments to be levied and bonds issued and sold pursuant to the -4- w r soon thereafter as practicable. It is understood and agreed that R & T's compensation for all services rendered pursuant to this Agreement shall be paid solely from the proceeds of the assessments to be levied and bonds issued and sold pur- suant to the assessment proceedings, and that District shall not be obligated otherwise therefor. Notwithstanding any of the foregoing provisions of this paragraph, in the event the proceedings are abandoned and/or there are no proceeds of levied assessments and no bonds issued and sold pursuant to the assessment proceedings from which to pay R & T, R & T shall be compensated on an hourly rate basis in an amount not to exceed $2,000.00, and shall be reimbursed by District for all out-of- pocket expenses. WITNESS THE EXECUTION HEREOF the day and year herein- before written. YORBA LINDA COUNTY WATER DISTRICT Dated: By RUTAN & TUCKER Dated: By -5-