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Home My WebLink AboutLW17-55 - Original - Pacifica Law Group - Bond and Disclosure Counsel - 12/13/2017 Records a a er e' ' ' T Document 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: Pacifica Law Group Vendor Number: 529533 JD Edwards Number Contract Number. w/ I � Jss?� This is assigned by City Clerk's Office Project Name: Bond and Disclosure Counsel Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Other: Enqaqement Letter/Fee Agreement Contract Effective Date: 12/13/17 Termination Date: N/A Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Tom Brubaker 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 0 1191 Second Avenue,Suite 2000 P/�C I F I C/� Seattle,W 4 -1 I0I r�f'� /'� I'hnnc_ (206)2a5-1700 LAW GROUP Deanna Gregory Deanna Gregmy(rl paci Gcalawg oup com December 11,2017 Aaron BeMiller, Finance Director Tom Brubaker, City Attorney City of Kent 220 Fourth Avenue South Kent, WA 98032 Re: Legal Representation — Bond and Disclosure Counsel Dear Aaron and Tom: Thank you for selecting Pacifica Law Group LLP to provide bond counsel legal services to the City of Kent (the "City"). This letter will also apply to any additional matters that we undertake at your request, unless otherwise specified in a separate engagement letter addressing that matter. Our fees for bond counsel services, as described in the attached Scope of Services, are based on the principal amount of the bonds actually issued. Stacey Lewis (bond partner), Alison Benge (bond partner, specializing in Federal tax law), and I will be the main contacts for City bond matters. I will have primary oversight for Pacifica Law Group's representation of the City, but we will assign other firm lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to meet the time constraints of the matter. You can reach me at the office at 206 245.1716 or any of the attorneys or other staff at Pacifica Law Group at 206.245.1700. We have attached a proposed fee schedule for bond issues. We will not separately charge the City for responding to questions related to City bond issues —including questions regarding post issuance compliance, federal tax law requirements, and other matters — without your prior approval. Payment of such legal fees shall be contingent upon closing of the bond issue and shall be payable based upon an invoice to be delivered to the City after closing. Please let us know if you would like to discuss the proposed fees - we are committed to finding an arrangement that works for the City. For special projects and with your prior approval, we propose to provide services on an hourly basis at discounted standard rates that we customarily offer public and not-for-profit clients. Billing rates may be adjusted not more frequently than annually, usually on January 1. Services performed after the effective date of the new rates will be charged at the new applicable rates. We do not charge for costs incurred internally (photocopying, long distance telephone charges, 10069 00015 gk097542vd x December 11, 2017 Page 2 electronic legal research services and the like). However, to the extent we incur costs from outside vendors directly related to City work, these costs will be passed through to you without mark-up. We issue invoices for hourly fees and disbursements on a monthly basis. As lawyers, we are of course regulated by ethical rules, including rules governing conflicts of interest, in the jurisdictions in which we practice. Based on our review of our records, the representation of the City does not create a conflict of interest for Pacifica Law Group, however, we do serve as counsel and bond counsel to other municipalities that interact and/or contract with the City (such as the Valley Communications Center, the Valley Communications Center Development Authority, and King County), and serve as underwriter's counsel from time to time to underwriting firms (such as Piper Jaffray & Co., the City's Financial Advisor, and KeyBanc Capital Markets Inc., an underwriter of City bonds) on matters unrelated to our representation of the City. Your signature below constitutes the City's consent to such representation. We agree not to use any proprietary or other confidential nonpublic information concerning the City acquired by us as a result of our representation of the City to the City's material disadvantage in connection with any litigation or other matter in which we are adverse to the City. Please let me know immediately if there are other adverse or potentially adverse party names to check, or other names that you believe we should check. If you learn about significant name changes of any of the entities or about additional adverse or potentially adverse parties, please advise us so our records can be updated. In the event that a conflict of interest should arise from time to time during our representation of the City on this project, we will contact the City to obtain, if necessary, the informed consent of the City. Our representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equityholder, employee, family member or other person unless such additional representation is separately and clearly undertaken by us. During our representation of the City, there may from time to time be issues that raise questions as to our duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between us and the City over the handling of a matter. Under normal circumstances when such issues arise we would seek the advice of our Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Historically, we have considered such consultations to be attorney-client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the City and Pacifica Law Group and that our consultation with Pacifica Law Group's counsel may not be privileged, unless we either withdraw from the representation of the City or obtain the City's consent to consult with Pacifica Law Group's counsel.We believe that it is in our client's interests, as well as Pacifica Law Group's interest, that in the event legal ethics or related issues arise during a representation, we receive expert analysis of our obligations. Accordingly, as part of our agreement concerning our representation of City, you agree that if we determine in our own discretion during the course of the representation that it is either necessary or appropriate to consult with our firm counsel (either Pacifica Law Group's internal counsel or, if we choose, outside counsel) we have your consent 10069 00015 gk097542vd December 11, 2017 Page 3 to do so and that our representation of you shall not, thereby, waive any attorney-client privilege that Pacifica Law Group may have to protect the confidentiality of our communications with counsel. This letter confirms the terms and conditions on which Pacifica Law Group LLP will provide legal services to the City. Unless otherwise agreed in writing, the terms of this letter will also apply to any additional matters that we undertake at the City's request. If this letter correctly sets forth our understanding, please sign and date a copy of this letter and promptly return it to me. If you have any questions about this letter or generally about our services or bills, please call me at any time. We took forward to working with you and thank you for placing your confidence in Pacifica Law Group. Sincerely yours, PACIEICA LAw GROUP LLP QI Deanna Gregory ACCEP"I'ED AND AGREED: C1 I Y OF KENT Its ... CATY A" Lk" m_._.. Date: t`7i Enclosures 10069 00015 gk0975Qvd December 11, 2017 Page 4 SCOPE OF SERVICES As bond counsel, Pacifica Law Group (the "Law Firm") shall provide all necessary legal services necessary to issue bond, notes and other evidences of indebtedness, including but not limited to: • Draft and distribute election documents, if a voted bond issue • Assist in the development or review of a distribution list and proposed schedule, flagging key notice, action and document deadlines • Gather appropriate facts regarding the financing and the proposed project, generally through an in-person kick off or"scoping" meeting • Conduct federal and state law analysis • Assess financing options and work with underwriters and financial advisors to consider legal issues • Review existing covenants and assess benefit of springing covenants • Draft and distribute bond (and, if requested, disclosure) documents • Revise, discuss, and explain documents • Arrange and participate in conference calls and meetings with City staff and other members of the finance team, as necessary, to follow up on issues identified at the scoping meeting or to review document drafts • Present documents to, and answer questions from, City Council and other groups • Complete appropriate tax due diligence analysis • Work with the finance team to finalize disclosure documents in anticipation of marketing bonds • Review the results of pricing, answer legal questions from potential investors, and draft or comment on the bond purchase agreement • Prepare closing certificates, prepare and print the notes or bonds, and deliver bond opinions • Deliver hard copies and CDs of the final transcript to the finance team • Coordinate with City staff on post-issuance compliance obligations (state, federal tax, and securities law) as necessary • Work cooperatively with the Office of the City Attorney and other special legal counsel retained by the City for special projects involving the issuance of bonds, closing of bond transactions, tracking of bond proceeds and related issues 10069 00015 gk097542vd December 11, 2017 Page 5 FEE SCHEDULE FOR BOND AND DISCLOSURE COUNSEL SERVICES _.._.r�....................... . Bond ° Counsel EM Fee Less than $8,000 + $0.10 per $12,000 + $0.10 per $12,000 + $0.10 $1,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue size _....... ......_..�$1,000,001- $.....1...6....,..0...00..+__0 _0. per $20,000+$0.10...p_e._.__.w...$....2.....0....','0.O._D i $0.10 $5,000,000 $1,000 of issue size $1,000 of issue size per $1,000 of issue size ....._5 ._........_..... -. ._..._ $ ,000._ ,001............................____._- $20,000 + $0.10 per $24,000 + $0.10 per $24,000 + $0.10 $10,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue size $10,000,001- $24,000+ $0.10 per $28,000 + $D.l 0 per $28,000 + $0.10 $15,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue __a......... ..........._._. .__.......................... size $151000,001- $28,000 + $0.10 per $32,000 + $0.10 per $32,000+ $0.10 $20,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue _ size_ $20,ODQ001.............$32,000 + $0.10 per _ $36,000 $$0.10 per--_.... $36,000 + $0.10 and above $1,000 of issue size $1,000 of issue size per $1,000 ofissue size All bond counsel fees, costs and expenses are included in the fee matrix above. Bond counsel fees include all of our work related to the bond issue (including but not limited to document preparation, state and federal tax law analysis, attending finance team and City Council meetings, expenses, costs, delivering the final opinion, answering questions during and between bond issues, and providing other services as outlined in the Scope of Services), unless another fee arrangement is agreed to by the City. The fee matrix may be adjusted, not more frequently than annually, with prior City approval. Depending on the complexity of the bond issue documentation required, fees may be lower if the bond issue is privately placed, such as with a bank. For refunding issues, we would charge 1 15% of the regular fee schedule. We do not charge in the event the bonds are not issued. __. - - -- ....... -......_ _...........__...._............................ Disclosure We propose an additional fee of$15,000 per bond issue to serve as Disclosure Counsel Counsel (prepare the preliminary and final official statements and deliver a I Ob-5 letter to the Fee City) upon request. Note, we will only serve as disclosure counsel and charge a corresponding fee if requested to do so by the City. Providing comments on the preliminary and final official statements when such documents are prepared by another party (e.g. underwriter or financial advisor) is included in our bond counsel fee. 10069 00015 gk097542vd