HomeMy WebLinkAboutLW12-312 - Original - Foster Pepper, PLLC - 2012 Limited Tax General Oblication Refunding Bonds - 07/05/2012 Records em
T _ Document v W ASHINGTON �'
m
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Foster Pepper PLLC
Vendor Number-
JD Edwards Number
Contract Number: I,VVII? - 39
This is assigned by City Clerk's Office
Project Name: City of Kent Limited Tax General Obligation Refunding Bonds, 2012
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
® Other: Conflict Waiver
Contract Effective Date: 7/5/12 Termination Date: N/A
Contract Renewal Notice (Days): N/A
Number of days required notice for termination or renewal or amendment
Contract Manager: Kim Komoto Department: Law
Contract Amount: N/A
Approval Authority: ® Department Director ❑ Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
I
F® S T E R PEPPER ,,,, Direct Phone (206)447-8971
j
Direct Facsimile (206)749.1927
July 3,2012 E-Mail dijup@fosteccom
i
i
VIA EMAIL and US. MAIL
i
I
Mr. Thomas Brubaker
Kent City Attorney
220 Fourth Avenue South
Kent,Washington 98032
Re: City of Kent Limited Tax General Obligation Refunding Bonds,2012
Dear Tom:
My colleague, Marc Greenough, has been asked to represent KeyBanc Capital Markets !
Inc. ("Key"), as underwriter in connection with the above-referenced bonds to be issued by the
City of Kent (the"City"). Because we represent the City as special counsel on various matters, it
is appropriate for us to ask the City for a waiver of any conflict of interest relating to our service
as underwriter's counsel in this transaction.
As you kriow, the Rules of Professional Conduct allow clients to waive conflicts of
interest when a lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client, the representation is not prohibited by law, the
representation does not involve the assertion of a claim by one client against another client
represented by the lawyer in the same litigation or other proceeding before a tribunal, and each
affected client gives informed consent, confirmed in writing. We have considered the conflict
presented here, and believe that it is appropriate to request that you waive this conflict.
Tlie pnmarp ris>t associawed with waivers of conflicts ofiiitewst is thaf confidential
information of one client will be disclosed to the other client, to the disadvantage of the first
client. We believe that the risk will not be present in this transaction because in out work as
special counsel to the City, it is unlikely that we would obtain confidential information from the
City that could be disclosed to the disadvantage of the City in connection with our representation of
Key in this transaction. Our experience is that such information generally is shared with the City's
underwriters such as Key, This largely is due to the non-adversarial relationship between the City
and its underwriters in a typical bond offering, and the fact that the Ci is required b state and
typ' g� t3', q Y i;.
.federal securities laws and regulations to disclose all material information to investors (including G
underwriters). Second, as special counsel to the City, we typically do not receive confidential
information regarding the City that could be used to an underwriter's advantage when we serve as
underwriter's counsel. This has been our experience representing underwriters in the past. Except
in limited circumstances, the Rules of Professional Conduct expressly prohibit us from revealing
information relating to our representation of the City without the City's informed consent, and we
commit to the City,that we will adhere to those rules.
TEt.:206.447.4400 PA -206.447.9700 mrrmxo AMUR,SUITE 3400 SEATTLE,WASHINGTON 98ror-5299 wwwFOSTER.comr
si2noasLt i
SEATI'LE WAstnNGTON SPOItANEwnsHiNCToN
i
Mr. Thomas Brubaker
July 3,2012
Page 2
We anticipate that this transaction will proceed amicably and all parties will be satisfied
with the results. However,it is always possible that an actual dispute may arise in the future. In
i
that event,we will not represent Key in litigation against the City.
We also do not believe that our representation of Key in this.transaction will cause us to
represent the City any less zealously than we do at this time. We value our relationship with the
City, and we are confident that we will continue to represent the City to the best of our abilities
in all matters regardless of the work that we might do fox Key in this transaction.
If you have any questions concerning this matter, please give me a call. If the City is
agreeable to waiving the conflict of interest to allow us to represent Key in this transaction, I
would appreciate it if you would sign the enclosed copy of this letter in the space provided and
return it to me at your convenience.
Very truly yours,
i
FOSTER PEPPER PLLC
i
P. Step en DiJulio {
cc: Marc Greenough !
I
APPROVED:
nod f! OW ATrY
r i
I
stz�osst,t