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HomeMy WebLinkAbout3913 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 3913 GOETTLIEB FISHER Retained Counsel Finance LGL & ANDREWS - Bond Counsel File Class $ 05/01/1998 03/30/2007 02/15/2009 GL AL E&O $ $ $5000000.00 LEG 12-1 Insurance Total Insurance Review Date $ 09/01/2007 Continues until written termination by either party Termination letter 2/07 Vault 01/01/2009 !mt I 'i i ( 1 j; ,. " ,j DE1>Al?TMEN'T OF FINANCIAL SERVICES Director of Financial Services / Laura Lyon LauraJyon@c:Lbremenon.wa.us February 26,2007 Gottlieb, Fisher & lrndre'\vs, PLLC Attention: Judy i\lldrews 520 Pike Street, Suite 2510 Seattle, WA 98101-4006 Dear Judy, Tills letter is to provide you with the required 30 day 'writtennotice oftemunatiOli in accordance with section 10 of the Professional Services Agreement vilith the City of Bremerton for the provision of Bond Counsel services. The Agreement is being terminated bv the Citv ror convenience and will become effective Iviarch 3 O. 2007. . ./ -' -' I appreciate the service you and the ThlIl. or Gottlieb, Fisher & lrndrews, PLLC have provided ror the City orBremerton. Cc: . Mayor Cary Bozeman Roger Lubovicb., City Attorney Laura S. Lyon, CPA Director of Financial Services 345 6tb Street, Suite 600 Brem.erton, WA 98337-1873 (360) 473-572~ I' I . . .. '. !T.e~"3fJD:47~:;57.22:>: '::,:~: ' '., " .' IR~X;36D~~:~:530~')' "', ' 1345 -6ih,Sl.':Siiite':6DO ~~:~~~~~~~f~iT.~L2"- Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 3913 GOETTLIEB FISHER Retained Counsel Finance LGL & ANDREWS - Bond Counsel File Class $ 05/01/1998 03/30/2007 02/15/2009 GL AL E&O $ $ $5000000.00 LEG 12-1 Insurance Total Insurance Review Date $ 09/01/2007 Continues until written termination by either party Termination letter 2/0 Vault 01/01/2009 PROFESSIONAL SERVICES AGREEMENT Retained Counsel/Gottlieb Fisher &Andrews THIS A~REEMENT is between the City of Bremerton, a municipal corporation, (hereinafter referred to as "City") and the law firm of Gottlieb Fisher & Andrews, (hereinafter referred to as "Retained Counsel"). W I T NE S S E T H: 1. SCOPE: Retained Counsel agrees to provide bond counsel, as described in Exhibit "A" and related legal services. 2. TE~: Contract shall commence on May 1, 1998, and will continue until terminated, in writing, by either party. 3. COM~EN~ATION: City shall pay Retained Counsel as stated in Exhibit "B" for all services provided hereunder, excluding costs and expenses, provided Retained Counsel may also bill at a lesser hourly rate for the attorney services of legal professionals retained. Ail needed secretarial and support staff services are included in said hourly rates. The City shall reimburse for any long-distance telephone calls, facsimile costs, photocopying, filing fees, messenger fees, mileage and ferry fees, on-line computer time and similar out-of- pocket costs, excluding meals, seminar and convention fees, and charges of a similar nature. Retained Bond Counsel services shall be paid from the proceeds of the issue at the time of closing. Retained Counsel shall submit regular statements for related work, not including bond issues, describing the services rendered with a breakdown for work completed as authorized under this Agreement. The City, upon receipt of the completed statement, shall promptly process said claim for payment. 4. RE~TIONSHIP OF PARTIES: The parties understand and agree that Retained Counsel are attorneys skilled in matters pertaining to the practice of law and will perform independent functions and responsibilities in the azea of their particular field of expertise. Retained Counsel and its personnel shall act as independent contractors and not employees of the City. Within the performance of these duties, Retained Counsel shall work under the PROFESSIONAL SERVICES AGREEMENT --1-- ANDREWS.PSA NN AGMTS 1 - 5/14/98 direction of the Bremerton City Treasurer for Bond Counsel services and the Bremerton City Attorney for related work. 5. INDUSTRIAL INSURANCE: Retained Counsel agrees to provide for State industrial insurance coverage for its personnel as required by State law. 6. LICENSE: Retained Counsel shall possess any regulatory license required to fulfill Retained Counsel's obligations under this Agreement. 7. INSURANCE AND HOLD HABIt--SS: Prior to and during the performance of the work covered by this Agreement, Retained Counsel shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $500,000.00 against professional liability for errors and omissions in connection with the work to be performed by Retained Counsel under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. Retained Counsel shall, at all times, be solely responsible for the acts or failures to act of its personnel which occur or arise in any way out of the performance of this agreement. Retained Counsel agrees to save and hold the City, its personnel and officials, harmless from all costs, expenses, losses, and damages, including the cost of defense, incurred as a result of any acts or omissions of Retained Counsel's personnel relating to the performance of this agreement. 8. GENERAL CONDITIONS: a. Reports and Information - Retained Counsel, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Retained Counsel will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. PROFESSIONAL SERVICES AGREEMENT -2- c. Amendments The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to Retained Counsel or by Retained Counsel to the City shall be in writing and delivered to the parties at the following addresses: City Clerk Judy Andrews 239 Fourth St. Gottlieb Fisher & Andrews Bremerton, WA. 98337 1325 Fourth Avenue, Suite 1200 Seattle, WA. 98101-2509 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - Retained Counsel agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATION: Retained Counsel shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability in employment or the provision of services. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which Retained Counsel is advising the City as of the effective PROFESSIONAL SERVICES AGREEMENT -3- ANDREWS.PSA NN Af~4TS 1 - 5/14/98 date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. GOTTLIEB FISHER & B_NDREWS Date:'~/~4~// /~K BY: /l~f~ ~ ~ J~DY B_NDREWS CITY OF BREMERTON Date: ~X~ BY:~5~. ~ LY~ S. HORTON, Mayor CA, 'B~emerton City Attorney RECEIVED FOR FILING: KATHLEEN L. McCLUSKEY, CL~RK PROFESSIONAL SERVICES AGREEMENT -4- A~DREWS.PSA NN AGMTS 1 - 5/14/98 $COI~E OF WORK t'rovide written and oral insmsctions and advice to the C~ ~overin8 th~ pro.ritual a~l legal B. Coordinate ~ith ~ae ~pprol~ate City o~ei~l~ ~1 ager~ eonasl~ with the C~s unfle~fit~ ~ o~ ~ ~ ~ C. lh'el~re the resolu~on, notices ~tt or. bet doeumems ~ fiat the ~aaely issa~ee ~1 ~e of'au issue of bonds. l~eview and assist in the nego~on ot'~ eo,~u ~ aad review pr~li~,in~y ~d f~l off, iai ~aents to e~ure tl~ the doeument, s ~ eoml~e and a~am~ e~.~r~g la'Oeedural a~l legal matt~s (bu~ no~ render a "due dilige~e" opinion). ~ to &bond issu~ u~l~ SEC Rule 15e2-12 F. l~ovide the legal opinions regarding the due au~ri _~,~_' n and v~li~y o~ a bond issue ~nd ~s l~pare form 803~-G/n~rm~tlon reports r~luired by ~he Inter~ l~.evenue $~vi~ ~ c~li~io~s of City ottiei~ relative to ~bitrage restrictions If bonds will no! be printed, pr~are bonds and arnm~ for ex~_aion by appropria~ City offaeiah_ lfbo~ls will be ~ review bond proofs to ensure accuracy and ~r~se f~r egecufioa of'printed bonds by fl~esimile signa~'ure. I, lh~sifle over bond dosing ~mfl prepare all final ~losing At~e~ deiivery of'tl~ bonds, provide bou~t copies 0£ EXHIBIT " Proposed Fees for Bond Counsel and Associated Servle~ the C' A. General Obligation Bond Base Fee Schedule, Per Issue: $0410,000,00o $ 4,50oplus s0W$1,0OOov~$ o $10,000,001 .$ 20,000,000 $ 9,500plus 4S¢/$1,000over$ 10,000,000 $20,000,001 - $ 50,000,000 $14,000 plus 35~d$1,000 ov~ $ 20,000,000 $50,000,001 - $100,000,000 $24,500 plus 30~/$1,000 over $ 50,000,000 Over $100,000,000 $39,500 plus 25~Y$1,000 ove~ $100,000,000 B, Adj~tmeut~ Per l~sue: (1) Spells/A.~mmnt Bonds I00% ofGO. Boad base fee (2) P~z~Bond~ l~%of~.O. Bond base fi~ (~v~ Boad base fee~) (~) lnm~n flnanc~ Bond 50% o£~.O. Bond ba~ f~ ifG. O. BANs or ~l~Zial ~ Autidpafion Note~ BANs; 50% oz"'Rev~ Bond ~ fi~ ifr~amu~ BANs (4) Ta~ Anticipation Notes 6~/e o£G.O. Bond base fee 0) Negotiated 8~le No e~ra c~rge (6) Refimding Issue No e~xa clmrge for curreat ~,mli~$ not involving escrow; 125% of O.O. Bond base ~ee if G.O. Bond or Special Asscssm~ut Bond advance refunding; 125% of'Reve~ueBond (7) Taxable ][ssu~ 6~./0 of'GO. Bondbase f~ (g) Otl~r (insured, credit (a) Bond insurance--no e~a charge ~ variable (b) Other credit e~a~x~ment or liquidity facility, or sing~ rme. etc.) interest rede mode '¥uf' bonds without §cluidity 133% o£ applic,~ble G.O. Bo,.el or Revemm Bond b~e fee (c) Vm'iable ntte bonds: (i) single variable r~e mode--no extra ~ ('fi) two or mom vm'iable r~e modes: 150% of~plicable G.O. Bond or Revenue Bond b~se foe (d) Bonds invoh4ng"derivative produc~" (e.g, "swap" agreemems, invese ~lo~ters," eU:.): 150% ofbase Ir'two Or more of these adjustments can be applied to the same debt iseu¢ (e.g., for an advsnce refunding backed by a letter of credit), we would apply the ~ljustment revulting in the highest fee.