HomeMy WebLinkAboutResolutions - 1991.12.12 - 18438APPROVF
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MISCELLANEOUS RESOLUTION if 91282 December 12, 1991
BY: PLANNING AND BUILDING COMMITTEE
IN RE: DEPARTMENT OF SOLID WASTE MANAGEMENT
CONTRACT FOR DICKINSON, WRIGHT, MOON, VanDUSEN & FREEMAN
AS SYSTEM COUNSEL AND SOLID WASTE SYSTEM BOND COUNSEL
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS, the Oakland County Board of Corrmissioners through Miscellaneous Resolutions
87316, 87317, 87318 and 89090, among others, has appointed Dickinson, Wright, Moon,
VanDusen & Freeman to act as legal counsel for implementation of the County's Solid Waste
Management System; and
WHEREAS, Dickinson Wright has in that capacity drafted and revised the
Intergovernmental Agreements, and assisted in preparing the Act 641 Solid Waste Management
Plan and its subsequent update; and
WHEREAS, Dickinson Wright has drafted various documents pertaining to the sale of
system bonds including resolutions, indentures, and supplemental indentures of trust and
has assisted in the preparation and review of other documents related to the sale of
system bonds; and
WHEREAS, the County desires to retain Dickinson Wright as System Counsel and Bond
Counsel.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
appoints Dickinson, Wright, Moon, VanDusen & Freeman as System Counsel and Bond Counsel.
BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners and County
Executive are directed to execute the attached agreement for legal services between the
County and Dickinson, Wright, Moon, VanDusen & Freeman.
BE IT FURTHER RESOLVED that the maximum fees for legal services as System Counsel
shall not exceed $75,000, and the maximum fees for services as Bond Counsel for the first
bond sale shall not exceed $250,000, and the maximurnfees for a secondary bond issue shall
not exceed $250,000.
BE IT FURTHER RESOLVED that this resolution shall become effective upon the date of
certification by the Oakland County Board of Canvassers of the results of the recount of
the votes cast in the election of November 5, 1991, finding that the sale of general
obligation bonds for the Solid Waste Management System was approved.
Mr. Chairperson on behalf of the Planning and Building Committee, I move the
adoption of the foregoing resolution.
iry CrAke, Chairperson
Plannin6 & Building Committee
County Solid Waste Management System Re: Oaklan
November 25, 1991
Mr. Roy Rewoid
Chairperson
Board of Commissioners
County of Oakland
1200 North Telegrap
Pontiac, Mic igan 4'18053
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Mr. Daniel T r Murphy
oakland County Executive
1200 North q*legrapN
Pontiac, Mic4gan 03053
Gentlemen:
We have been providing legal services to the County of
Oakland (the"Countyr) in connection with planning, implementa-
tion and fin ncing-of the Oakland County Solid Waste Management
System. 011 servio e in this regard can be classified into two
maor categ9'ies: c tinsel on all matters relating' to the plan-
ning, implemrtation and financing of the System that are not
specifically related to the issuance of bonds ("System counsel")
and bond counsel in connection with the issuance of bonds to
finance any f the p oposed System facilities.
'
Thi letter will set forth our understanding as to the
scope of our services as System counsel and bond counsel and the
fees which w expectlto receive for such services. ,
1.
following s
to do so by t
the final a
Resources of
S stemICounsel. We propose to provide the
vices as System counsel when specifically requested
he Couly: advising the County in connection with
proval by the Michigan Department of Natural
he Cou ty's Act 641 Plan; acting as local counsel
Mr. Roy Rewold
Mr. Daniel T. Murph
November 25, 1991
Page Two i
the implementation and financing of the System; preparing resolu-
tions, contracts, ordinances, licenses and any other documents
not within the scope of our services as bond counsel which may be
required of a in cennection with the implementation and financ-
ing of the System; ttending all meetings in connection with the
foregoing wh re our presence is required; and performing such
other services as directed by th: county incident to the plan-
ning, implementation and financing of the System.
Our fees for such services will be computed on an hourly
rate for the lawyers who will provide the services as follows:
in connectiOn with
contracts with vend
of the SysteM facil
to-energy facility
contract and the 1
the Intergoviernment
the County Old par
he execution by the county of amendments to
re for the design, construction and operation
ties, including without limitation the waste-
contract, the materials recovery facility
ndfill contract; preparing the revisions to
1 Agreement (the "/GA") to be entered into by
icipating municipalities in connection with
Charleis R. Moon .
Terenc M. Donnelly
Thomas 1 V. Yates
Thomas i D. Hammerschmidt
$150 per hour
$150 per hour
$135 per hour
$135 per hour
Other attorneys who ilight provide services as System counsel will
have comparalple hourly rates based on seniority. In addition to
the foregoing fees, we expect to be reimbursed for all out-of-
pocket expenses, which consist primarily of travel expenses, long
distance telephone charges, photocopying expenses and expedited
delivery expenses. Ile will not perform any services requested of
as System coUnsel wlch would result in aggregate billings to the
County in excess at 75,000 without the further approval of the
county Boardlof Commissioners.
I 2. Bond Counsel. Our services as bond counsel include
providing legal advice as to the beat method for authorizing,
marketing, issuing and delivering the bonds; reviewing and
analyzing the propos d System facilities and use of bond proceeds
for compliance with the various requirements of the Internal
Revenue .Code relat ng to the tax-exempt financing of such
facilities; preparing all proceedings for adoption by the county
Board of Commissioners necessary to authorize the issuance, sale
and delivery of the bonds including without limitation such
resolutions, indentures and supplemental indentures, certificates
and other do uments as may be necessary; meeting and consulting
i
with appropriate rep esentatives of the County and the County's
financial copAultan 1 underwriters and consulting engineers
relating to the is uance of the bonds; attending such other
Mr. Roy Rewold 1 Mr, Daniel T. Murphy
November 25,, 1991 1
Page Three
meeting, conferences and .public hearings where our presence as
bond counsel is req] ired; conferring with the Municipal Finance
Division of the Mi higan Department of Treasury to obtain the
necessary approvals for bond issuance; preparing portions of the
official statement hich describe the legal aspects of the bonds
and reviewin the official statement as may be necessary; meeting
with rating genciee if required; arranging for the printing of
the bonds; p eparing closing documents and the bond tr?nscripts
and deliveri g our final approving opinion to the purchasers of
the bonds. 1
Sine February, 1990, the consultants and staff have
been planning and prparing and reviewing documents for one or
more bond issues to 'finance the initial System facilities. In
this regard, at the request of thf County, we have prepared at
least three 4rafts of the IGA that have been released for public
1
review and c mment, la master trust indenture, two supplemental
trust indent res t and resolutions of the Board of Commissioners
establishing the sys em, authorizing applications to the Michigan
Department o Treasu y for permission to issue bonds and submit-
ting tho iss ance of the bonds to the County voters; performed
significant tax analyses with respect to the eligibility of the
proposed System fact lities for tax-exempt financing; reviewed
proposed documents prepared by the other consultants (e.g.
engineer's feasibili y report, official statement, bond purchase
agreement) fOr the propoaed bond issues; attended numerous meet-
ings of the Consultants and staff to discuss the 'foregoing docu-
ments and tl implerOntation and financing of the System and
attended num rous committees of the Board of Commissioners and
their varioud meetings in connection with the foregoing. To
date, we havei accumu ated approximately $140,000 of time for the
foregoing seIvices( 11 of which, except for the preparation of
the previous drafts of the IGA, are within the scope of our
services as ond counsel as outlined above) for which no invoices
have been su mitted Q the County. .
We elndereta d that the bonds to finance the initial
System facil ties a e proposed to be issued in two series:
Series A, in the est mated, aggregate principal amount of approxi-
mately $100 iillion to finance the materials recovery facility,
capacity in the Eagle Valley. landfill and one or more combosting
facilities; and Series B, in the estimated aggregate principal
amount of approximtly $300-$350 million, to finance the waste-
to-energy fallity arid landfill capacity for the ash residue. In
view of the s gnifilnt time and effort which We have already
expended in connecti n with our services as bond counsel, we
would propose 1 that our fees for services as bond counsel for the
series A Bonds will not exceed $250,000 and that our fees for
Mr. Roy Rewold
Mr. Daniel T. Murph
November 25,1 1991
Page Four !
services as1 ond co nsel for the Series B Bonds will not exceed
1: $250,000. would also expect, as in the case of acting as ,7
System Couns, 1, to 1 e reimbursed for all out-of-pocket expenses
as described above. If the issuance of either series of bonds is
delayed due o litigation or other unforeseen circumstances, we
would expect to discuss with you a revision of our fees. And if
for any reas i n the bonds are not issued, we would expect to
review the matter o all of our unbilled time as bond counsel
with the Coutity.
The foregoing fees for bond counsel do not include
extraordinary ervices such as the handling of litigation,
environmenta or re ulatory hearings or tax and treasury rulings;
consulting o federal and state grants: preparing or enforcing 1
agreements r i lating to the acquisition, construction or operation
of system fa ilities 1 „ including land and right-of-way acquisi-
tion; servi l es in connection with rate proceedings for the
System; and any other services specifically included above within
the scope of our services as System counsel.
If our employment as System counsel and bond counsel on
the foregoing basis is agreeable to you, please endorse your
acceptancl on this letter which will constitute our contract of
employment.
Very truly yours,
DICKINSON, WRIGHT, MOON,
VAN DUSEN & FREE
By:
Terence M. Donnell
Accepted: December I r 1991
County of caland •.
By
Chairperson,
Board of !Commissioners
. And:
TMD/Secy/KS2
C-I1
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/ iffdANtE COMMITTEE
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December 12, 1991
FISCAL NOTE (91282)
BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON
IN RE: DEPARTMENT OF SOLID WASTE MANAGEMENT - CONTRACT FOR
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN AS SYSTEM
COUNSEL AND SOLID WASTE SYSTEM BOND COUNSEL -
MISCELLANEOUS RESOLUTION
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
Pursuant to Rule XI-G of this Board, the Finance Committee has
reviewed above named Resolution and finds:
1) Dickinson Wright has been acting in the role of System
Counsel and Bond Counsel for the County's Solid Waste
Management System;
2) The letter of agreement formalizes that arrangement and
defines the work which is included as System Counsel and
the work which is included as Bond Counsel;
3) The contract includes System Counsel legal services,
hourly fees and out of pocket expenses, for planning and
implementation of the system in an amount not to exceed
$75,000;
The contract also includes Bond Counsel legal services
for the sale of system bonds in an amount not to exceed
$250,000 for fees and out-of-pocket expenses for the
first bond sale and an amount not to exceed $250,000 for
fees and out-of-pocket expenses for the second bond sale;
The fees and out-of-pocket expenses for Bond Counsel are
contingent upon the sale of system bonds;
The expenses for System Counsel and Bond Counsel are
recoverable from the sale of system bonds;
Funds in the amount of $50,000 are available in the 1991
Solid Waste Legal Expense Line-Item (4-83300-101-01-00-
3105) and funds in the amount of $25,000 are available in
the 1992 Solid Waste Legal Expense Line-Item (4 -83300 -
101-01-00-3105), therefore no budget amendments are
required.
Resolution # 91282 December 12, 1991
Moved by Crake supported by Johnson the resolution be adopted.
Moved by Serra supported by Pernick that all of the Resolution from the
NOW THEREFORE BE IT RESOLVED on down be stricken and replaced with the following:
"NOW THEREFORE BE IT RESOLVED that no corporation, professional or otherwise,
which contributed to either side during the election campaign on the bond issue , shall
be eligible to receive a contract from the County of Oakland to undertake professional
services in regard to this matter."
A sufficient majority not having voted therefor, the amendment failed.
Vote on resolution:
AYES: McConnell, McCulloch, Millard, Moffitt, Olsen, Palmer, Pappageorge,
Skarritt, Wolf, Caddell, Crake, Gosling, Huntoon, Jensen, Johnson. (15)
NAYS: McPherson, Oaks, Pernick, Serra, Aaron, Krause. (6)
A sufficient majority having voted therefor, the resolution was adopted.
, STATE OF MICHIGAN)
COUNTY OF OAKLAND
I, Lynn D. Allen, Clerk of the County of Oakland, do hereby certify that the foregoing
resolution is a true and accurate copy of a resolution adopted by the Oakland County
JBoard of Commissioners on December 12, 1991
with the original record thereof now r'emaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County
of Oakland at Pontiac, Michigan this 12th day af—) December 1991
4.2 • ,
Lynni0. Allen, County Clerk