Resolution 2229
63878 JHHW:RJH:sc 11/09/81
• RESOLUTION NO.
222
A RESOLUTION APPOINTING ENGINEER AND ATTORNEYS
SOUTH LAKE TAHOE "Y" WATER IMPROVEMENT DISTRICT
RESOLVED, by the Board of Directors of the South Tahoe Public Utility
District, County of E1 Dorado, California, that
WHEREAS, this Board has determined to undertake proceedings pursuant to
appropriate assessment and assessment bond acts for the acquisition and
construction of public improvements;
WHEREAS, the public interest and convenience will be served by
appointing and employing an engineer and attorneys for the preparation and
conduct of said proceedings;
NOW, THEREFORE, IT IS ORDERED, as follows:
1. That William F. Pillsbury, Inc., South Lake Tahoe, California, is
appointed as Engineer of Work and employed to do and perform all engineering
work necessary in and for said proceedings, including the preparation of the
requisite plans, specifications, maps and descriptions of easements, estimate
of costs, diagram and assessment, and that compensation therefor is hereby
fixed at a reasonable engineering fee for all of said engineering services,
said fee to be approved by this Board pursuant to that certain Agreement for
Engineering Services dated DECEMER 3 19 81 .
2. The District Engineer of this District is hereby directed to
examine and approve the engineering documents, and to provide inspection of
the construction of said improvements and to accept said work when it is
satisfactorily completed. The cost of said inspection shall be assessed as an
incidental expense of said proceedings.
3. That the law firm of Jones Hall Hill & White, A Professional Law
Corporation, San Francisco, California, and John C. Weidman, of Placerville,
California, are appointed and employed to do and perform all legal services
required in the conduct of said proceedings, including the preparation of all
papers not required to be prepared by the Engineer, examining and approving
the engineering documents as to legal sufficiency and advising the Engineer in
the preparation of its work, advising all officials of this District on all
matters relating thereto when called upon, assisting in the sale of the bonds
to be issued and furnishing its legal opinion on the validity of said
proceedings and bonds. The compensation for such services is hereby fixed as
provided in that certain Agreement for Legal Services between said law firm
and this District dated DECEMER 3,, 1981
4. The Agreement for Engineering Services and the Agreement for Legal
Services have this date been presented to this Board; said agreements are
hereby approved, and the Chairman of the Board of Directors of the District is
hereby authorized to execute said Agreements on behalf of the District and the
Secretary of the Board of Directors of the District is hereby directed to
attest each of the signatures of said chairman and affix thereto the official
seal of the District.
5. That the fees of said engineer and attorneys be assessed as an
incidental expense of the proceedings and be payable solely from the proceeds
of assessments and sale of bonds and not otherwise.
(A~
Prebe', Sou a oe Pub is t1ity
District
Rt"tt:
7 Clerk n ex officio Secretary
2
I hereby c29fy that the foregoing is a full, true and correct copy of
Resolution No. duly and regularly adopted by the Board of Directors of
the South Tahoe- Public Utility District, E1 Dorado County, California, at a
meeting thereof duly held on the 3rd day of DEMMER
by the following vote:
AYES, and in favor thereof, Directors:
OLSON, KASHMA, VNNN, JONES AND MADDEN
NOES, Directors:
NONE
ABSENT, Directors:
NONE
Ci k Ad ex officio Secretary
So ujn Tahoe Public Utility District
3
,
JONES HikLL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
"ATTORNEYS AT LAW C~ 11
KENNETH I. JONES / / FOUR EMBARCADERO CENTER
ANDREW C. HALL, JR. LLLLL SUITE 1950
ROBERT J. HILL SAN FRANCISCO 94111
SHARON STANTON WHITE
CHARLES F. ADAMS (415) 391-5780
STEPHEN R. CASALEGGIO
WILLIAM H. MADISON
PHILIP N. LEE
November 10, 1981
The Honorable Board of Directors
South Tahoe Public Utility District
South Lake Tahoe, California
Re: South Lake Tahoe "Y" Water Improvement District - Special
Assessment Proceedings, Agreement for Legal Services
Members of the Board:
For the above project, to be financed by special assessment and
assessment bond proceedings, Jones Hall Hill & White, A Professional Law
Corporation, and John C. Weidman, Attorney at Law, agree to represent and
serve you as herein provided.
1. Consult with you and your administrative officers and assist in the
formulation of a coordinated financial, engineering and legal program for the
project.
2. Confer with your engineers as to the sufficiency of the Engineer's
Report to be prepared in said special assessment and assessment bond
proceedings to meet the requirements of law and review said report for
compliance with law, and provide such legal forms as may be required for legal
adequacy.
3. Prepare all resolutions, orders, ordinances, notices, affidavits,
petitions, reports and documents of a legal nature that are necessary for the
conduct of an effective, legal assessment and assessment bond proceeding.
4. Prepare the necessary legal documents for and assist in obtaining
the required consent or approval of any other public legislative bodies.
5. Prepare the form of statutory notices of hearing and prepare
instructions as to the publication, posting and mailing of such notices to
assure that jurisdiction is acquired at any public hearing.
6. Prepare instructions relating to the proper filing of the map
shoeing district boundaries, the proper recordation of the assessment roll and
diagram and the notice of assessment, the proper filing of the diagram in the
County Recorder's office, and the proper publication and mailing of notices to
pay assessments.
Honorable Board of Directors November 10, 1981
South Tahoe Public Utility District Page 2
7. Prepare or supervise preparation and distribution of factual
information regarding the project to the property owners affected thereby, to
the end that all concerned are fully and fairly informed of the facts
regarding the project, when deemed necessary or desirable.
8. Prepare for and attend all meetings of the Board of Directors or
other public bodies relating to the proceedings and other public or staff
meetings deemed necesary for the proper conduct of the proceedings, or when
called upon by you, including any public hearing in connection with the
formation of the assessment district, and obtain and assist in the
presentation of substantial evidence to support any findings made by the Board
at the conclusion of any such hearing. It is anticipated that, except for the
public protest hearings and as otherwise required, John C. Weidman, District
Counsel, will present the necessary resolutions and attend required meetings
in E1 Dorado County.
9. Prepare all resolutions, notices, bonds and contracts and prepare
instructions relating to the giving of notice inviting bids and of the award
of contracts and the execution of all contracts and bonds for the construction
of any works or improvements financed in said proceedings, and confer and
advise with you and represent you during the performance of said work to its
final completion and acceptance by you.
10. Prepare the List of Unpaid Assessments upon expiration of the cash
payment period and provide instructions as to the execution and filing thereof.
11. In the event a public sale of the bonds is required, prepare a
Notice of Sale and review any Official Statement prepared by your financial
consultant for the public sale of bonds. Our review of the Official Statement
will include such services as we deem necessary to assure that full disclosure
is made of all material facts in relation to the legal aspects of the bond
issue. In the event that a private sale of the bonds is necessary or
desirable, we will advise and consult with respect thereto and assist in
making such sale.
12. Prepare and provide a receipt for the sale of bonds; a receipt for
the proceeds of bonds; a signature certificate; and an arbitrage certificate
and bond counsel arbitrage opinion, if required, to accompany the delivery of
the bonds.
13. Prepare and provide complete transcripts of the conduct of the
financing proceedings if necessary to accompany the delivery of the bonds.
14. Upon due and proper completion of the assessment proceedings,
provide the legal opinion of our office approving in all regards the legality
of the proceedings for the authorization, issuance, sale and delivery of
bonds, execution of contracts, levy of assessments, or other transactions
Honorable Board of Directors November 10, 1981
South Tahoe Public Utility District Page 3
relating to said financing conducted pursuant to our advice, and the opinion
of our office that the interest on said bonds is exempt from taxation by the
United States of America and from personal income taxes imposed by the State
of California under existing statutes, regulations, rulings and judicial
decisions and that said bonds are exempt from all other State of California
taxes except inheritance, gift and franchise taxes.
15. Prosecute any actions deemed by us to be necessary for determining
the validity of any bonds issued, contracts executed, or assessments levied,
or of the law pursuant to which such proceedings were conducted.
16. Confer and consult with District officials with regard to problems
which may arise during the period of servicing and payment of the bonds.
17. Our compensation for such services shall be 3% of the total
assessment. The foregoing fee is payable and shall be paid solely from the
proceeds of the assessments to be levied and bonds to be issued pursuant to
said proceedings. In the event more than a single assessment district is
formed for completion of the project, the foregoing fee shall be applied to
each district so formed.
There are excepted from the services to be rendered by us for such fees,
any services as right-of-way agent relating to the acquisition of lands,
easements, or properties. There is also excluded any service to be rendered
in eminent domain proceedings directed by you to be undertaken by us, or in
any other litigation involving the District other than the prosecution of any
validating suit deemed by us to be proper or advisable. Additionally, if we
are requested to render substantial assistance relating to the application for
federal or state grants or loans in connection with the project, or for the
sale of any bonds to the State of California or the Federal Government, or to
any agency, division, department or mandatory thereof, we shall receive the
reasonable value of such services.
For any excluded services which we are directed to render, compensation
shall be made on a reasonable fee basis to be agreed upon.
There are also excluded any clerical services and postage expended in
mailing official notices of sale and official statements, notices of hearing
or notices to pay or in the preparation of any bond register or auditor's
record in any assessment proceedings when assumed and performed by us, for
which services we are to be paid a reasonable clerical fee and be reimbursed
for outlays of postage and other out-of-pocket expenses.
It is understood that neither this firm nor any individual representing
this firm possesses any authority with respect to any decision of the Board of
Directors or any District officials beyond the rendition of information,
advice, recommendation, or counsel.
r
Honorable Board of Directors November 10, 1981
South Tahoe Public Utility District Page 4
This agreement may be terminated or modified by mutual consent at any
time.
Very truly yours,
JONES HALL HILL & WHITE,
A Professional Law Corporation
By
JOHN C. WEIDMAN,
Attorney at Law
i
The foregoing agreement was accepted and execution thereof by the
District authorized by Resolution No. 2229 of the Board of Directors of the
South Tahoe Public Utility District, duly adopted at a meeting thereof held on
the 3rd day of DECEMBER 19 81 ,
SOU TA OE PUBLIC UTILITY DISTRICT
By
Tit e: P dent _ the Boar
ATTEST: Ma- y D. b case, Clerk of Board
SOUTH T OE PUBLIC UTILITY DISTRICT
,JONES HAtt HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
KENNETH I. JONES FOUR EMBARCADERO CENTER
ANDREW C. HALL, JR. SUITE 1950
ROBERT J. HILL SAN FRANCISCO 94111
SHARON STANTON WHITE
CHARLES F. ADAMS (415) 391-5780
STEPHEN R. CASALEGGIO November 10, 1981
WILLIAM H. MADISON
PHILIP N, LEE C F IV ED
Mr. James R. Cofer
Manager/Engineer n^ 3
South Tahoe Public Utility
District
P. 0. Box AU
South Lake Tahoe, CA 95705 /
Re: South Lake Tahoe "Y" Water Improvement District
Dear Jim:
Per your letter of November 3, I enclose:
l~ 1. Two executed copies of our proposed agreement for legal services;
2. Seven copies of a resolution appointing engineer and attorneys.
Our form of agreement contemplates that John Weidman, District Counsel,
would provide representation, except for the protest hearing(s) and as
otherwise required by the Board, for matters affecting the proceedings within
El Dorado County. John would share 112 of 1% of the legal fee which is 3% of
the total assessment. As usual, we would supply the required resolutions and
documents for the bond proceedings.
The resolution authorizes the execution of the agreements with Bill
Pillsbury and with John and us. If the Board of Directors approves the
agreements, the dates of the respective agreements must be inserted in the
resolution at the time of its adoption.
By his copy hereof I am supplying John with two executed copies of the
agreement for legal services. If he approves, I am asking him to execute both
copies and forward them to you to arrive on or before November 23.
Robert J. Hill of our firm will be the principal in charge. I will be
assisting him in all phases of the project.
Thanking you and John for your cooperation, I am
Very truly ours,
J`Step-h-en R. Casaleggio
SRC:sc
Encl.
cc: John C. Weidman, Esq.,
w/encl.
Mr. William F. Pillsbury