Resolution 09911CITY OF ALAMEDA RESOLUTION NO. 9911
ACCEPTING PROPOSAL AS AGREEMENT (ORRICK, HERRINGTON
& SUTCLIFFE FOR CITY OF ALAMEDA/COMMUNITY IMPROVEMENT
COMMISSION OF THE CITY OF ALAMEDA - RELATING TO
ESTABLISHMENT OF A COMMUNITY IMPROVEMENT DISTRICT)
BE IT RESOLVED BY THE COUNCIL, OF THE CITY OF ALAMEDA that
the proposal of Orrick, Herrington & Sutcliffe, a professional
corporation, dated September 10, 1982, a copy of which is attached,
for its services as special counsel to the City and/or the Community
Improvement Commission of the City of Alameda in the formation
of the Community Improvement District to finance certain public
facilities in the City, is hereby accepted; and
BE IT FURTHER RESOLVED that the Mayor is hereby authorized
to execute and accept, and the City Clerk to attest, said Proposal
on behalf of the City; and
6 BE IT FURTHER RESOLVED that said Proposal and this
Resolution shall constitute the contract of the parties hereto.
SAN JOSE OFFICE
ONE ALMADEN BOULEVARD
SAN JOSE, CALIFORNIA ,96I13
TELEPHONE (408) 29S S800
LAwOrncE5
ORRICK, HERRINGTON SLJTCLIFTET
A PROFESSIONAL CORPORATION
600 MONTGOMERY STREET
SAN FRANCISCO, C.:ALI F01-2NIA 94/11
TELEPHONE (LTISI
CABLE "ORRICK-
TELEX 34-0973
September 10, 1982
City Council
City of Alameda
City Hall
2263 Santa Clara Avenue
Alameda, CA 94501
SACRAMENTO OF FICE
SRO CAPITOL P,ALL
SACRAMENTO, CALIFORNIA 95514-
TELEPHONE (9 1K) .,7-7752
Re: City of Alameda/Community Improvement
Commission of the City of Alameda -
Financing of Improvements
Gentlemen, Ms. Stone and Ms. Diament:
Mr. J. Bruce Rupp, Alameda City Manager, has
advised us that vou intend to finance certain public
facilities in the City of Alameda by the issuance of
tax allocation, revenue, special assessment and housing
bonds either through the City or the Community Improvement
Commission of the City of Alameda .(the "Commission").
Mr. Rupp has asked us whether we will serve as special
Counsel to the City and/or the Commission in preparation
for the issuance of such bonds, and if so, to quote our
fees for such services. We are writing to advise you
that we will be pleased to act as counsel to the City
and/or the Commission in these proceedings. Our services
Will include the following:
1. Legal advice in connection with the
formation of the Commission.
2. Examination of proceedings for the selec-
tion of the project. area and the formulation of the
preliminary plan.
3. Examination of the prcceedings taken hy
tho Commission for the adoption of the West End Cc
Improvement Project plan (the "Plan'), including
resolution fixing the time and place for public hearings
on the Plan, affidavit of publication of notice of
bearing and of mailing notice of hearing on the Plan,
ORRICK, HERR;NGTON SUTCLIFFE
City Council
City of Alameda
September 10, 1982
Page Two
proceedings of the Commission on the Plan, including
resolution of approval, copies of the Plan as trans-
mitted to the Planning Commission, and report of the
Planning Commission on the Plan, together with the
Commission report on the Plan as submitted to the City
Council.
4. Examination of proceedings for the
adoption of the Plan by the City Council, including
resolution fixing time and place of hearing,
affidavits of publication of notices of hearing,
ordinance approving the Plan, and the County Recorder's
certificate showing the date of filing and description
of land in the project area and statements that
redevelopment proceedings have been instituted,
together with City Clerk's certificate showing filing
of required documents with all of the appropriate
officers.
5. Examination of proceedings taken in com-
pliance with the requirements of the California Environ-
mental Quality Act of 1970 and the National Environmental
Policy Act of 1969, if applicable.
6. Legal advice in connection with the fore-
going including recommendations, if any, with respect
to further proceedings do :n::1 necessary or desirable
to comply with all requirements of law preliminary to
the issuance of tax allocation bands.
During the period of time necessary to
effectuate the actions set out in paragraphs 1 through
5 above, it will be necessary to undertake planning for
the issuance of revenue, special assessment and housing
bonds 1 addition. to. the tax allocation bond preparations
set out above. During this time, our firm will render
legal advice in connection with the issuance of such
bonds so that at the completion of the tax allocation
bond preparations, the City and/or the Commission will be
ORRICK, HERRINGTON -UTCLIFFE
City Council
City of Alameda
September 10, 1982
Page Three
in a position to issue one or all of the revenue, special
assessment and housing bond issues to the extent
possible. At such time, it is anticipated that the City
and the Commission will enter into agreements with our
firm covering the issuance of such issue or issues as
may be deemed appropriate or desirable by the City and/cr
the Commission and its financial consultant. Further-
•
more, this firm will :render all necessary advice to the
City and/or the Commission with respect to all arrange-
ments with Alameda Marina Village Associates in connection
with the foregoing financing.
Our fees for the foregoing services will be at
our then current standard hourly rates payable quarterly,
Our fees do not include our out-of-pocket expenses, such
as travel expenses, long distance telephone call charges,
reproduction of documents and secretarial overtime, for
which we would expect to be reimbursed on a quarterly
basis. Our services will not include representation of
the Commission or the City of Alameda in any legal action
challenging the validity of the transactions contemplated
by this letter.
• in the event that we are required or requested
to perform any additional or extraordinary services not
herein contemplated, we shall be entitled to apply for
additional compensation for such additional time and
:services performed, the amount of which shall be subject
to the approval of the City and/or the Commission but no
• such aditional oompenation shall be paid unless
• specifically authorized by the City and/or the Commission
in its discratioh.
The City and/or the. Commission will be
expected to furnish us with certified copies of all pro-
ceedinds taken by the Commission, the City Council of
the City of Alameda, or others we deem necessary to
render an. opinion uadn the validity. of such proceedings,
Ail legal documents prepared b' as will be submitted to
the City and/or the Commission, as nearly as practicable,
ORRICK, HERRINGTON & SUTCLIFFE
City Council
City of Alameda
September 10, 1982
Page Four
in care of counsel for the Commission and/or the City
Attorney and shall be subject to their approval. Upon
approval of such proceedings,.they will be expected to
submit such documents for approval.
If the foregoing undertaking is satisfactory,
kindly execute the enclosed copy of this letter and
return it to me.
RCS /rne
CONFIRMED AND ACCEPTED:
City of Alameda
13y
Dated
Very truly yours,
Richard C. Salladin
I, the undersigned, hereby certify that the foregoing Resolution
was duly and regularly adopted and passed by the Council of the
City of Alameda in an Adjourned Regular Meeting assembled on the
llth of October, 1982, by the following vote to wit:
AYES: Councilmen Diament, Gorman, Sherratt, Stone and President Corica -
NOES: None.
ABSENT: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of said City this 12th day of October, 1482.
City ClerK of the Cit