HomeMy WebLinkAbout13-011 - Foster Pepper PLLC - 2013 Limited Tax GO Bond CounselFOSTER PEPPER,«
January 8, 2013
Peggy McCarthy
Finance Director
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188 -2544
13-011
Council Approval N/A
Direct Phone (206) 447 -4663
Direct Facsimile (206) 749 -2071
E -Mail ostda @foster.com
Re: Limited Tax General Obligation Bond, 2013 (Tukwila Metro Park District)
Dear Peggy:
This letter confirms our engagement to serve as Bond Counsel to the City of Tukwila in connection with
issuance of the City's Limited Tax General Obligation Bond, 2013, in order to finance improvements to
the pool owned by the Tukwila Metropolitan Park District. As you know, our firm has a policy of
documenting the opening of a file for each new bond issue, including an engagement letter specific to that
issue which we send to the client involved. This letter reflects the new expectation that this bond will be
issued as a single bond and sold by the City to Cashmere Valley Bank, rather than sold publicly through
Seattle- Northwest Securities.
For this financing, our bond counsel services include the tasks identified in the attached "Scope of
Services." Work on the financing will conclude when the bond issue has closed and we have sent out the
transcripts of the bond issue to the City and to the other participants in the transaction. The fee for our
work on this financing will be $18,900, and will include the work done within the Bond Counsel Scope of
Services and will cover the work done in analyzing certain park district issues and in structuring the
interlocal agreement with the park district. We will charge the bond counsel fee only if and when the
bond is issued. If the bond is not issued by the end of 2013, we would expect to be compensated on an
hourly basis at our normal hourly rates for the work that we have performed in analyzing park district
issues and structuring the interlocal agreement, but would not charge the bond counsel fee quoted above.
We would separately bill for actual out -of- pocket costs, if any.
For our records and yours, I would appreciate it if you would have the enclosed copy of this letter signed
by you or another appropriate City official and returned to me at your convenience. Thanks again. It is
always a pleasure to work with the City!
Encl.
APPROVED AND ACCEPTED:
CITY OF TUKWILA
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00 FAX: 206.447.9700 1111 THIRD AVENUE, SUITE 3400 SEATTLE, WASHINGTON 98101 -3299 wwwFOSTER.coM
Sincerely,
FOST ' PEPPER PL
A ice M. Ostdiek
51266145.( SEATTLE WASHINGTON SPOKANE WASHINGTON
SCOPE OF BOND COUNSEL SERVICES
FOSTER PEPPER PLLC
The range of services provided by bond counsel can be narrow or broad, and frequently
varies from financing to financing. In addition, the amount of work necessary to perform the
same services can be quite different depending upon the nature and complexity of the financing.
In the following, we use the term "bonds" to include any obligation of the issuing local
government (the "Issuer ") for which we are asked to serve as bond counsel.
A. BOND COUNSEL SERVICES
Those services which Foster Pepper PLLC traditionally provides as bond counsel to the
Issuer include:
(1) Advising the Issuer and its consultants on the legal requirements applicable to
and, when requested, participating with those consultants and Issuer's staff in planning, the
financing of a project, including advice on state law and federal income tax and securities laws;
(2) Reviewing the transcripts relating to the prior issuance by the Issuer of related
outstanding obligations (typically revenue obligations), to assure conformity of the bonds with
applicable covenants and conditions;
(3) Based on facts provided by the issuer, performing the necessary legal analysis to
determine, in financings in which the bonds are intended to be tax - exempt, whether interest on
the bonds will qualify for an exclusion from gross income for federal income tax purposes, and
preparing tax exemption and nonarbitrage certificates;
(4) Drafting the ordinances /resolutions and other documents necessary to authorize
the bonds to be sold and issued (including, where applicable, ballot title ordinances /resolutions);
(5) Attending certain meetings relating to the sale and issuance of the bonds;
(6) Forwarding Issuer financing documents to bond rating agencies and /or bond
insurers, when requested by the Issuer or Issuer's financial consultant or underwriter, and
explaining those documents to agency and insurer representatives;
(7) When requested by the Issuer or Issuer's financial consultant or underwriter,
reading those portions of drafts of the official statement, offering circular or other sales material
relating to the bonds prepared by the Issuer's investment bankers necessary to assure the
accuracy only of the description of the bonds, the source of payment and security for the bonds,
any continuing disclosure undertaking and the federal tax treatment of the interest on the bonds;
(8) Preparing closing documents necessary to support the issuance of the bonds and
assembling the transcript after the closing; and
(9) Subject to the completion of proceedings to our satisfaction, furnishing the firm's
approving legal opinion for the bonds regarding the validity and binding effect of the bonds and
the excludability of interest on the bonds from gross income for federal income tax purposes.
51266145.1
Our bond opinion will be based on facts and law existing as of its date, and will constitute
the expression of our professional judgment on the matters expressly addressed and not a
guarantee of result. In rendering that opinion, we will rely upon the certified proceedings and
other certifications of public officials and other persons furnished to us without undertaking to
verify the same by independent investigation, and we will assume the Issuer's continuing
compliance, after the issue date, with applicable laws relating to the bonds. During the course of
this engagement, we will rely on the Issuer to provide us with complete and timely information
on all developments pertaining to any aspect of the bonds and their security, as well as the
expected use of bond proceeds. We understand and expect that officers and employees of the
Issuer will cooperate with us in this regard.
B. OTHER SERVICES
Traditional bond counsel services described above do not include the following
additional bond and project - related work for the Issuer which we would be pleased to perform on
request, working with the Issuer's attorney or other designated representatives. The provision of
these services involves appropriate fee arrangements.
(1) The drafting or review for sufficiency of any environmental impact statements or
other evidence of compliance with the State and National Environmental Policy Acts, the
Shorelines Management Act, Growth Management Act and similar laws;
(2) The drafting or review for accuracy of portions of any official statement, offering
circular or other sales material relating to the issuance of the bonds prepared by the Issuer or its
underwriter or otherwise used in connection with such bonds, other than the review of those
portions of the official statement describing the bonds, the source of payment and security for the
bonds, any continuing disclosure undertaking and the expected federal tax treatment of the
interest on the bonds is included in our services as bond counsel (See item A.7 above);
(3) Giving advice to the Issuer's consultants regarding the applicability of the
registration requirements under federal or state securities laws or regarding federal and state
securities disclosure requirements or due diligence review;
(4) Drafting or negotiating of bond purchase agreements (though as a matter of
course as bond counsel we typically review such agreements to assure that they conform to the
Issuer's bond authorization documents);
(5) Negotiation and drafting of repurchase agreements, investment contracts,
custodial agreements, swap agreements, credit enhancement or liquidity facilities (other than
bond insurance), and contracts (including contracts with developers or owners of property
included within local improvement districts formed by the Issuer), or disputes or litigation in
connection therewith;
(6) Attending rating agency or public information meetings in connection with the
issuance of bonds;
(7) Preparation of supplemental opinions required of bond counsel by the Issuer or
the underwriter of bonds in connection with their issuance;
51266145.1
(8) The drafting or obtaining of state or federal legislation;
(9) Participating in administrative proceedings, trial or appellate litigation;
(10) Drafting special assessment district formation and assessment documents and
attending special assessment hearings;
(11) Work in connection with seeking or obtaining governmental assistance or
approvals from governmental agencies other than the Issuer, necessary for carrying out the
purposes of the bond issue;
(12) Providing services relating to public works bidding, negotiating design or
construction contracts, or carrying out the acquisition of property or the construction of projects;
(13) Representing the Issuer in Internal Revenue Service examinations or inquiries, or
Securities and Exchange Commission investigations;
(14) After closing, providing continuing advice to the Issuer or any other party
concerning any actions necessary to assure that interest paid on the bonds will continue to be
excludable from gross income for federal income tax purposes (e.g., our engagement as bond
counsel does not include rebate calculations for the bonds, dealing with changes of use or delays
in the expenditure of proceeds);
(15) Assisting the Issuer with its continuing disclosure obligations consistent with
applicable securities laws; or
(16) Addressing any other matter not specifically set forth above that is not required to
furnish our bond opinion.
C. FILE MANAGEMENT
After the transaction is concluded, we will deliver to the Issuer a complete copy of the
transcript of the transaction. A transcript is delivered generally within 30 to 60 days after
closing. We then close our files regarding the matter, and our representation on the transaction is
completed. Additional services after closing would be addressed under Part B, above.
51266145.1