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HomeMy WebLinkAboutPacifica Law Group PACIFICA LAW GROUP Pacifica Law Group LLP 1191 Second Avenue,Suite 2100 Seattle,Washington 98101 206-245-1700 Deanna.Greeory u,paciticalawgroup corn February 4, 2015 Honorable Nancy Backus Dan Held City of Auburn 25 W Main St Auburn, WA 98001 Re: Consent and Waiver—Valley Communications Center, Valley Communications Center Development Authority, South Correctional Entity, and South Correctional Entity Facility Public Development Authority Dear Mayor Backus and Mr. Held: Pacifica Law Group LLP ("Pacifica") serves as outside counsel and bond counsel, as applicable, to the Valley Communications Center ("ValleyCom"), the Valley Communications Center Development Authority(the "ValleyCom PDA"), the South Correctional Entity("SCORE"), and the South Correctional Entity Facility Public Development Authority (the "SCORE PDA"). The City of Auburn (the "City") is a member city of ValleyCom, the ValleyCom PDA, SCORE, and the SCORE PDA (each an "Entity" and together, the "Entities"). As you know, Pacifica serves as bond counsel to the City. In such circumstances, the rules of professional conduct generally require us to obtain the informed consent of the Entities and the City. We do not see any risk that information confidential to the City will be disclosed or used in a manner adverse to its interests. Nevertheless, the City should consider these matters for itself and should determine, with the assistance of independent legal counsel if it desires, whether it agrees with our conclusions and is prepared to provide its informed consent to our representation of the Entities as outlined herein. We have asked each Entity to consent in writing to Pacifica's representation of the City as counsel and to agree that it will not assert, in any forum or in any manner, that any ethical or other impediments exist to our representation of the City. We expect that consent to be forthcoming. The City's consent, upon which we will rely, is conditioned upon this counterpart consent from the Entities. February 4, 2015 Page 2 Thank you very much for your thoughtful consideration of this matter. If you have any questions or concerns, please feel free to contact me. If, after such review as you believe appropriate, the City is willing to (1) consent to Pacifica's prior and ongoing representation of the Entities; (2) agree that the City will not object to our representation of, or seek to disqualify us from representing, any Entity; and (3) waive any conflict that otherwise could be said to be presented, please sign the enclosed counterpart of this letter in the space provided and return it to us for our files. This consent does not extend to Pacifica's representation of the Entities in the event that the Entities or the City become involved in a claim or dispute that may or actually does result in litigation, unless the parties enter into a prior written agreement to allow for that representation. We appreciate your consideration. Sincerely yours, PACIFICA LAW GROUP LLP Qufi�&- Gregory ACCEPTED AND AGREED: THE CITY OF AUBURN ancy Bac Mayor Date: , 2015 Dan Held Auburn City Attor ey Date: 2015 PACIFICA LAW GROUP 1191 Second Avenue,Suite 2000 Seattle,WA 93101 Phone: (206)245-1700 Deanna Gregory Deanna.Gregory@,,paci f icalawgroup.corn February 6, 2015 Honorable Nancy Backus City of Auburn 25 W. Main Street Auburn, WA 98001 Re: City of Auburn Bond Counsel Services Dear Mayor Backus: Thank you for selecting Pacifica Law Group LLP to provide bond counsel legal services to the City of Auburn (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), Mac McCullough (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 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. Honorable Nancy Backus February 6, 2015 Page 2 For special projects and with your prior approval, we propose to provide services on an hourly basis. Our proposed hourly rates are attached to this letter. These rates reflect the discount off standard rates 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, 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 on this initial matter does not create a conflict of interest for Pacifica Law Group. 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. 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 the 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 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. Any such consultation will be paid for by Pacifica Law Group, and not the City Honorable Nancy Backus February 6, 2015 Page 3 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 look forward to working with you and thank you for placing your confidence in Pacifica Law Group. Sincerely yours, PACIFICA LAW GROUP LLP QU"qqT(1- Deanna Gregory ACCEPTED AND AGREED: CITY OF AUBURN dun w ancy Backu Mayor n Date: Enclosures Honorable Nancy Backus February 6, 2015 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 FEE SCHEDULE Bond General Revenue LID Assessment Counsel Issue Size A A A bligations Fee Less than $8,000 +$0.10 per $10,000+$0.10 per $10,000+ $0.10 $1,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue size $1,000,001- $15,000+ $0.10 per $18,000+ $0.10 per $18,000+ $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+ $0.10 per $28,000+ $0.10 $15,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue size $15,000,001- $26,000 +$0.10 per $30,000+ $0.10 per $30,000+ $0.10 $20,000,000 $1,000 of issue size $1,000 of issue size per$1,000 of issue size $20,000,001 $28,000+$0.10 per $32,000+ $0.10 per $32,000+ $0.10 and above $1,000 of issue size $1,000 of issue size per$1,000 of issue 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. We do not charge in the event the bonds are not issued. The fees would be lower if the bond issue is privately placed, such as with a bank. For bank loans, we would charge 65% of the regular fee schedule. For refunding issues, we would charge 115% of the regular fee schedule. 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 lOb-5 opinion) Fee 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. Honorable Nancy Backus February 6, 2015 Page 6 Other fees We propose to charge a discounted hourly public entity rate for all Pacifica attorneys performing work for the City that cannot be allocated to our role as bond counsel (and therefore be absorbed in the fee matrix above). Such work will only be performed at the request and with the consent of the City. Hourly work may include assisting with an IRS audit, providing real estate advice, drafting non-bond ballot measures, assisting with special research projects and/or litigation, and negotiating development agreements. Our 2015 public sector rates are below. Hourly rates are subject to annual adjustment. 2015 Stacey Lewis $360 Deanna Gregory $305 Jay Reich $490 Jon Jurich $230 Josephine Ennis $190 Mac McCullough $420 Kristin Patterson $140