SR-10-22-2013-3BCity Council Meeting: October 22, 2013
Agenda Item: 3-13
To: Mayor and City Council
From: Marsha Jones Moutrie, City Attorney
Subject: Agreement with Orrick, Herrington & Sutcliffe, LLP, for Bond Counsel and
Disclosure Counsel Services.
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and
execute a contract with Orrick, Herrington & Sutcliffe, LLP ( "Orrick'), a California limited
liability partnership, for bond counsel and disclosure counsel - related legal services for a
term of three years with two additional one -year extension options in an amount not to
exceed $250,000.
Executive Summary
The City is currently considering options for issuance of bonds ('Bonds ") for
construction related activities as well as refunding of existing debt of the City and the
Successor Agency of the Santa Monica Redevelopment Agency, as appropriate. Bond
Counsel is needed to provide the legal services necessary to issue bonds and assist
with refunding of existing debt. Staff recommends that the City Council approve a
contract with Orrick for such services in an amount not to exceed $250,000.
Discussion
The City is currently considering options for issuance of bonds for construction of a fire
station and /or renovation of the City's Civic Center auditorium, as well as refunding of
existing debt of the City and the Successor Agency of the Santa Monica
Redevelopment Agency, as appropriate. Types of debt issued may include, but are not
limited to, general obligation bonds, lease revenue bonds, and enterprise revenue
bonds. Bond Counsel is needed to provide the legal services necessary to issue bonds,
including but not limited to:
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1) providing an objective legal opinion with respect to the authorization and
issuance of debt obligations and whether interest paid is tax - exempt under
federal and /or state laws and regulations;
2) preparing authorizing documents and any other document needed in connection
with the issuance of the Bonds, including closing documents and transcripts;
3) reviewing use of proceeds to ensure compliance with applicable state and /or
federal law and regulations;
4) preparing all documents and materials necessary to comply with all applicable
"continuing disclosure" requirements for transactions;
5) participating, if requested, in activities associated with rating agency and/or bond
insurer reviews;
6) offering continuing legal advice, as needed, on issues related to the sale of the
Bonds, any issues that arise post -sale, the trustee administration of obligations,
and in particular, any actions necessary to ensure that interest will continue to be
tax - exempt; and
7) providing other legal opinions or advice as required.
Selection Process
On March 12, 2013 the City issued a Request for Proposals (RFP) for bond and
disclosure counsel services from outside law firms. The RFP was made available on the
City's online bidding system. Several law firms specializing in practice areas for
government agencies were contacted and informed about the RFP. Eight law firms
submitted proposals by the deadline of April 26, 2013. The proposals were then
reviewed by a committee consisting of an attorney from the City Attorney's Office, the
Finance Director, and the Assistant City Treasurer. Each proposal was ranked on
specific criteria, including experience of attorneys in the practice areas needed, past
and present experience with similar clients, pricing, and sending the required
information requested in the RFP. Interviews were conducted with the top three ranked
firms to evaluate qualifications and breadth and depth of experience of the proposed
law firms.
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The committee recommends Orrick, located in Los Angeles, California, as the best
qualified law firm. Orrick has a substantial public finance practice and is nationally
recognized for its expertise in tax matters related to public finance. Orrick's rates are
competitive with other law firms and Orrick has the best depth of services and
experience suited for the City's needs. The Finance Department and the City Attorney's
Office would monitor the legal work and engage in ongoing consultation with Orrick. The
contract recommended includes legal advice and consultation, project and financing
analysis, written legal opinions, drafting, preparing, and reviewing legal documents, and
attendance at hearings or other meetings, as needed.
Financial Impacts and Budget Actions
The contract to be awarded to Orrick is for a term of three years with two additional one -
year extension options for an amount not to exceed $250,000 over five years. Funds
are included in the FY 2013 -2014 budget in division 221. For non - related bond legal
issues, Bond Counsel will be paid from money appropriated from account
01221.555110. For anything directly related to issuance of Bonds, Bond Counsel will be
paid from Bond proceeds at the time Bonds are issued. Budget authority for
subsequent budget years will be requested in each budget for Council approval. Future
funding is contingent upon Council approval and budget adoption.
Prepared by: Susan Y. Cola, Deputy City Attorney
Approved:
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Forwarded to Council:
Rod Gould
City Manager
Reference:
Contract No. 9812
(CCS)