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93-34 Bond Counsel for School and Hospital - Wolforth, Argetsinger, Johnson, BrechtKodiak Island Borough AGENDA STATEMENT Meeting of: July 15, 1993 ITEM NO. 12.D.1 Contract No. 93-34 Bond Counsel for Proposed Issuance of Kodiak Island Borough 1993 General obligation School and Hospital Bonds For every bond issue that the Borough does, there is a requirement for a "bond counsel". The Borough has used the firm of Wohlforth, Argetsinger, Johnson & Brecht before for similar work with excellent results. Bonds are one of the specialties of this firm. FISCAL NOTES [] N/A Expenditure $14.400 from bond proceeds APPROVAL FOR AGENDA: IPi RECOMMENDED ACTION: Move to approve Contract No. 93-34 with Wohlforth, Argetsinger, Johnson & Brecht. PETER ARGETSI HOER JULIUS J. BRECHT CYNTHIA L. CARTLEDGE CAROL L. GILES ROBERT M. JOHNSON THOMAS P. KLINKNER BRADLEY E. MEYEN JAMES A. SARAFIN KENNETH E. VASSAR ERIC E. WOHLFORTH qJ, 15q �ofu-j-V,uT WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT A PROFESSION^L CORPORATION TELEPHONE ATTORNEYS AT LAW 190)1276-6101 900 WEST STM AVENUE. SUITE 600 TELECOPY ANCHORAGE, ALASKA 99601-8019 19071 276.6093 Karleton Short Finance Director Kodiak Island Borough 710 Mill Bay Road Kodiak, Alaska 99615 November 17, 1995 -� kFOV095 Re: Proposed Issuance of $3,000,000 Kodiak Island Borough Tax Anticipation Notes; Our File No. 4101.1505 Dear Karl: The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above -referenced Notes (the "Notes") by the Kodiak Island Borough, Alaska (the 'Issuer"). Bond counsel is engaged as a recognized expert whose primary responsi- bility is to render an objective legal opinion with respect to the authorization and issuance of obligations of a public entity. As bond counsel, we will: (i) examine applicable law; (ii) prepare authorizing and operative documents; (iii) consult with the parties to the transaction prior to the issuance of the Notes; (iv) review certified proceedings; and (v) undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion that: (1) the Notes are valid and binding general obligations of the Issuer; (2) all taxable property within the Kodiak Island Borough is subject to ad valorem taxation without limitation as to rate or amount to pay the Notes; and AFF00080 Karleton Short November 17, 1995 Page 2 (3) the interest paid on the Notes will be (i) excluded from gross income for federal income tax purposes, and (ii) exempt from Alaska income taxes, subject to certain limitations which may be expressed in the opinion. The opinion will be executed and delivered by us in written form on the date the Notes are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing; specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the Issuer or any other party concerning any actions necessary to assure that interest paid on the Notes will continue to be excluded from gross income for federal income tax purposes. In rendering the 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. In performing our services as bond counsel, our client will be the Issuer and we will represent its interest. We assume that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. Our representation of the Issuer does not alter our responsibility to render an objective opinion as bond counsel. As bond counsel, we will not assume or undertake responsibility for the preparation of an Official Statement or any other disclosure document with respect to the Notes, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such documents. However, if a disclosure document will be adopted or approved by the Issuer, our responsibility will include the preparation or review of any description therein of (i) Alaska and federal law pertinent to the validity of the Notes and the tax treatment of the interest paid thereon, (ii) the terms of the Notes, and (iii) our opinion. Based upon (i) our current understanding of the terms, structure, size and schedule of the financing, (ii) the duties we undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we assume, our fee as bond counsel will be $10,000. Such fee may vary (i) if the principal amount of the Notes actually issued differs significantly from the amount stated above, (ii) if material changes in the structure of the financing occur, or (iii) if unusual or unforeseen circumstances arise which require a significant increase AFF06D60 Karleton Short November 17, 1995 Page 3 in our time or responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you. In addition, we will expect to be reimbursed for all out-of-pocket expenses, including travel costs, photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements. If, for any reason, the financing is not consummated or is completed without the rendition of our opinion as bond counsel, we will expect to be compensated for time actually spent, plus out-of-pocket expenses. Our fee is usually paid at the Closing out of proceeds of the financing, and we; customarily do not submit any statement until the Closing unless there is a delay in completing the financing. In addition, a statement for fees incurred and office disbursements made after the Closing will be rendered as soon as possible after the Closing. Within a reasonable time afer the Closing, we will deliver to the Issuer a transcript of the proceedings authorizing the Notes, including documents delivered at the Closing. We may retain a copy of the transcript and a file of other documents related to this engagement, and may destroy these items without further notice to the Issuer. The Issuer may obtain copies of any of these items that we have retained, upon written request and payment of our retrieval and copying charges. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files. We look forward to working with you. �iKA•�i MFO40W WOHLFORTH, ARGETSINGER, JOHI)LSON & B gC Thomas F. Klinkner Accepted and Approved: KODIAK ISLAND BOROUGH By: �IL J me Selby, 1 Vr DATE: 12 21 ATTEST: / Borough Clerk C— 53 3 `f WOHLFORTH, ARGETSINGER, JOHNSON 6 BRECHT A PROFESSIONAL CORPORATION PETER ARGETSINGER JUL US J. BRECHT ATTORNEYS AT LAW CYNTHIA L. CARTLEDGE ROBERT M. JOHNSON 900 WEST STN AVENUE, SUITE 600 THOMAS F. KLINKNER BRADLEY [. MEYEN ANCHORAGE, ALASKA 99601-9045 JAMES A. SARAFIN KENNETH E. VASSAR ERIC E. WOHLFORTM ' June 23, 1993 The Honorable Jerome M. Selby ,N 2 3 93 Mayor Kodiak Island Borough 710 Mill Bay Road Kodiak, Alaska 99615 TELEPHONE (901) 216-6401 TELECOPY (901) 276-5093 Re: Proposed Issuance of Kodiak Island Borough 1993 General Obligation School and Hospital Bonds; Our File No. 4101.1504 Dear Mayor Selby: The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above -referenced Bonds (the 'Bonds") by the Kodiak Island Borough, Alaska (the "Borough"). Bond counsel is engaged as a recognized expert whose primary responsi- bility is to render an objective legal opinion with respect to the authorization and issuance of obligations of a public entity. As bond counsel, we will: (i) examine applicable law; (ii) prepare authorizing and operative documents; (Iii) consult with the parties to the transaction prior to the issuance of the Bonds; (iv) review certified proceedings; and (v) undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion that: (1) the Bonds are valid and binding general obligations of the Borough; (2) all taxable property within the Borough is subject to ad valorem taxation without limitation as to rate or amount to pay the Bonds; and AFF033AC Kodiak Island Borough June 23, 1993 Page 2 (3) the interest paid on the Bonds will be: (i) excluded from gross income for federal income tax purposes, and (ii) exempt from Alaska income taxes, subject to certain limitations which may be expressed in the opinion. The opinion will be executed and delivered by us in written form on the date the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing; specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the Borough or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded from gross income for federal income tax purposes. In rendering the 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. As bond counsel, we will not assume or undertake responsibility for the preparation of an Official Statement or any other disclosure document with respect to the Bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. However, if a disclosure document will be adopted or approved by the Borough, our responsibility will include the preparation or review of any description therein of () Alaska and federal law pertinent to the validity of the Bonds and the tax treatment of interest paid thereon, (N) the terms of the Bonds, and (ii) our opinion. Based upon: () our current understanding of the terms, structure, size and schedule of the financing, (ii) the duties we undertake pursuant to this letter, (ii) the time we anticipate devoting to the financing, and (-iv) the responsibilities we assume, our fee as bond counsel will be $2.00 per $1,000 principal of bonds up to $5,000,000; $1.50 per $1,000 principal of bonds for the next $5,000,000; and $0.75 per $1,000 principal of bonds above $10,000,000. Such fee may vary it unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you. In addition, we will expect to be reimbursed for all out-of-pocket expenses, including travel costs, photocopying, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements. Kodiak Island Borough June 23, 1993 Page 3 If, for any reason, the financing is not consummated or is completed without the rendition of our opinion as bond counsel, we will expect to be compensated for time actually spent, plus out-of-pocket expenses. Our fee is usually paid at the Closing out of Bond proceeds, and we customarily do not submit any statement until the Closing unless there is a substantial delay in completing the financing. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by you, retaining the original for your files. We look forward to working with you. WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT By Thomas F. Klinkner Accepted and Approved: KODIAK ISLAND BOROUGH By ti Wfk J OME M. SELBY Mayor DATE�3 ATTEST • Donna F. Smilth Borough Clerk