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HomeMy WebLinkAboutCAG2001-0436 - Original - Preston Gates Ellis LLP - Legal Services Related Kent Downtown Development of Borden Site - 10/08/2001 Preston IGatesl Ellis«P OCT 1 1 2001 Office afG;;t;;1 ]ay A Reich October 8, 2001 Mr Michael Martin City Manager City of Kent 220 4th Avenue South Kent, WA 98032-5895 Re Kent Downtown Development Dear Michael It has been a pleasure discussing with you the City's Kent Station Project and, in particular, creation of a public/private partnership to develop the former Borden Site We would be pleased to assist the City with this unique and exciting opportunity We would propose to provide the following legal services to the City, in support of or in conjunction with the City Attorney fa) assist in developing negotiating goals and agenda, (b) identify legal structures to achieve goals, (c) assist in the negotiation of a memorandum of understanding (MOU) or development agreement with the developer which identifies, among other things, respective roles and responsibilities and measurable milestones and commitments, (d) draft a purchase and sale agreement and other implementing documents of the MOU, (e) assist the City in identifying and securing long term financing for the public portion of the project, if any, (f)participate in presentations and meetings as requested by City staff and Council, and (g) such other matters as are requested by the City A LAW FIRM I A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES 701 FIFTH AVENUE, SUITE 5000 SEATTLE, WA 981 04-7 0 7 8 TEL (2061 623-7580 FAX (2061 623-7022 www prestongates corn Anchorage Coeur d'Alene Hang Hong Las Angeles Orange County Palo Alto Portland San Francisco Seattle Spokane Washington, DC Mr Michael Martin October 8, 2001 Page 2 We would propose charging by the hour for these services at our municipal rate of 85% of the then hourly fee of the attorney performing the legal work plus expenses,billed on a monthly basis I would have the primary responsibility for this representation and will be personally involved in much of the work, as appropriate and if requested I would like work with an experienced real estate attorney, Diane Stokke, and to keep costs down an associate with real estate experience, Rich Moore Their resumes are attached for your reference The purpose of working with other attorneys is to reduce your aggregate legal fees by having work done as efficiently as possible by attorneys at the appropriate level of expertise and specialization Our respective fees at present, subject to annual adjustment, are as follows Current Rate Discounted Rate (85% of Current) Jay Reich $270 $230 Diane Stokke $295 $250 Rich Moore $195 $165 Normally we would charge for finance work on the basis of a percentage of the tax-exempt bonds issued I suggest we wait to define the scope of the finance work, if any, before we submit a fee proposal It is impossible to estimate with much certainty the aggregate cost of this representation for it will depend in particular on the difficulty of the negotiations with the developer and the amount of hands-on involvement you will request of us We will bill monthly and provide you with an estimate of our fees as the project moves forward Please feel free to ask questions about this proposal or to suggest alternative approaches to the legal work or billing If the agreement we propose is satisfactory and is approved by you, please have the enclosed copy of this letter signed as indicated below and returned to us in the enclosed self-addressed envelope Mr Michael Martin October 8, 2001 Page 3 We look forward to working with the City Very truly yours. PRESTON GATES& ELLIS LLP � a� By C Jay A, Reich JAR bg Enclosures cc Jacki Skaught APPROVED AND ACCEPTED on behalf of the City of Kent, Washington Title Title- K 00093100005WARWAR_L20N5 JAY A . REICH PARTNER B A Amherst College,summa cum laude, 1970 Phi Beta Kappa J D Harvard University, cum laude, 1973 Admitted to Bar Washington Email layr@prestongates com Jay Reich practices in the area of municipal finance His clients include state issuers of private activity bonds as well as cities, counties, special purpose districts and regional and national bond underwriters He has extensive experience in housing and higher education bond issues As general counsel and bond counsel to the Washington State Housing Finance Commission(whose purpose is to provide low and moderate income housing), he successfully argued a test case before the State Supreme Court to uphold the constitutionality of the Commission's actions The Commission has issued in excess of$3,000,000,000 of bonds He also serves as bond counsel to the Washington Higher Education Facilities Authority and the University of Washington In addition,he has been bond counsel for major public/private projects in the Northwest including the Seattle Art Museum,the Bellevue Convention Center and the new major league baseball stadium in downtown Seattle Jay brings to the firm academic experience as a former visiting lecturer at the University of Washington School of Law His diverse government experience includes a White House Fellowship and serving as assistant chief criminal deputy in the King County prosecutor's office He has published extensively on criminal law and municipal finance Preston I Gatesl Ellis LLP 3 ' DIANE R . STOKKE PARTNER B A Gonzaga University, magna cum laude J D University of Washington,with highest honors, 1976 Order of the Coif Member Washington Law Review, 1974-76 Admitted to Bar Washington Email dianes@prestongates com Diane Stokke's practice emphasizes representation of real estate owners, investors and lenders in the acquisition, development, and financing of commercial real estate, including shopping centers, hotels, health care facilities,office buildings, industrial and agricultural facilities,apartment complexes and a destination resort She has represented a number of local and national lenders in the development of loan programs, establishment of lending policies, and structuring multi-state acquisitions and financings Diane has represented a number of municipalities, universities and other public entittes on a wide variety of real estate issues, including salelleaseback transactions, property acquisitions,leases, construction, property exchanges,and complex easements for a variety of public projects She has extensive experience in the structuring and financing-of public/private development projects providing for the renovation and redevelopment of property for retail, office and housing uses Diane has represented a number of U S and foreign banks issuing letters of credit to support a wide variety of public projects and private office,health care,residential and industrial facilities throughout the Pacific Northwest Diane is a member of the American College of Mortgage Attorneys and is active in the Washington State Bar Association, serving on a number of committees She is a member of the board of directors and current treasurer of the Fremont Public Association,a United Way agency that provides health care, employment counseling and emergency and transitional housing to homeless and other special needs clients throughout the state of Washington Preston IGates1EII1S LLP EXAMPLES OF DIANE STOKKE'S RECENT MAJOR TRANSACTIONS • Representation of a national developer in a complex multi-party transaction to acquire, exchange and redevelop multiple downtown retail sites with new retail, office and entertainment tenants, including a municipally-owned parking garage • Sale of the operating assets of a major Alaska based fishing company to a variety of domestic and foreign purchasers • Representation of a major life insurance company in the sale of its partnership interest in, and restructuring of loans on, several downtown office buildings and hotels • Representation of a national bank in a multiple site sale/leaseback of assisted living facilities involving a national health care RE1T • Representation of a nonprofit corporation in land assembly, financing and successful remediation of a large number of environmentally contaminated industrial and waterfront properties for redevelopment • Series of acquisition, construction and permanent loans to numerous retirement communities, assisted living facilities and nursing homes • Representation of several banks in a series of letter of credit transactions to provide affordable housing using sale of tax credits, CRA loans and other public and private funding sources • Representation of the State of Washington and other state agencies in a number of lease purchase acquisition and construction and permanent financing for a variety of government office buildings, a medical clinic and other public facilities • Representation of several state universities and colleges in construction and permanent loans for student housing, medical offices and clinics, research and other facilities • Series of land acquisition and development loans for a major destination resort • Refinancing of three regional shopping centers for a national shopping center operator • Series of currency conversion loans and acquisition financing for a variety of real estate projects • Representation of a private utility in the acquisition and financing of an environmentally contaminated industrial site • Representation of both public and private entities in public/private mixed-use redevelopment of urban properties • Representation of public entities in transit oriented mixed-use development PrestonlGatesIEIHS LLP RICHARD A . MOORE ASSOCIATE E>1 At B A Psychobiology, Hamilton College, 1992 Pew Fellowship(to study marine molecular genetics),summer 1991 J D University of Connecticut School of Law,with honors, 1996 Connecticut Moot Court Board Connecticut Journal of International Law Starr Fellowship(to study corporalelsecurities law) 1994 Admitted to Bar Washington, Ninth Circuit Court of Appeals,Western District of Washington Email nchm@prestongates com Rich Moore's practice centers on commercial real estate, leasing, construction and financing transactions He counsels clients through the evaluation(including title and survey review), acquisition and financing of vacant and developed properties Rich represents national lenders in their real estate and commercial loans He assists clients in negotiating commercial leases and related documents of all sizes throughout the country Rich's practice also includes the negotiation of license, easement, consulting and service agreements Rich handles the full range of contracts that are essential to the design and construction process for projects of all sizes both commercial and residential He has worked on domestic and international projects As a former litigator,Rich represented clients in district court, superior court,mandatory arbitration and mediation His litigation practice emphasized commercial,real estate, architectural and construction disputes Examples include quiet title,construction defect,architectural malpractice and breach of lease matters WASHINGTON STATE BAR ASSOCIATION ACTIVITIES • Member, Real Property, Probate and Trust Section • Member, Public and Private Procurement Section KING COUNTY BAR ASSOCIATION ACTIVITIES • Member, Real Property, Probate and Trust Section Preston I Gates I Ell is LLP