HomeMy WebLinkAbout11 Bond Counsel selection Agenda Item # 11
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Memorandum
To: Board of Directors
From: Alan Harry, Director of Telecommunications Services
Date: April 11, 2003
Subject: Broadband Business Planning — Selection of Bond Counsel
Summary
The District has been actively moving forward to provide competitive data, video and voice services
to the homes and businesses within its service territory. As part of the process to secure the funds
necessary to construct the District's Fiber to the User Broadband System, District staff has asked
David Casnocha, of Stradling Yocca Carlson & Rauth to provide the District with a proposal to act as
Bond Counsel.
History
The District has utilized Stradling Yocca Carlson & Rauth as Bond Counsel for many of its Certificate
of Participation (COP)offerings, most recently with the $26 million power COPs. In early March '03
the Board contracted with Friedman, Luzzatto and Company as Underwriters for the COP's needed
to fund the District's Broadband project. As part of this process the District must hire a Bond
Counsel.
New Information
District Staff is in receipt of a proposal from Stradling Yocca Carlson & Rauth, attached, and believes
that it is in line with those received for similar work in the past. As shown on page three of the
proposal, Stradling Yocca Carlson & Rauth's fee for bond counsel services would be $60,000, with
an additional fee of$17,500 for the preparation of the official statement relating to the sale of the
COPS. As in the past, the District would reimburse the firm for out-of-pocket expenses incurred in
connection wit the engagement, including, without limitation, document reproduction, District
approved travel, and messenger services.
Recommendation
It is recommended that the Board authorize the District Manager to enter into an Engagement
Agreement with Stradling Yocca Carlson & Rauth for Bond Counsel services.
•Page 1
Apr-11-2003 12:34pm From-STRADLING YOCCA CARLSON & RAUTH 415 283 2256 T-453 P.001/004 F-423
STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
FACSIMILE COVER SHEET
44 Montgomery Street Telephone: (415) 283-2240
Suite 4200 Fax: (415) 283-2255
San Francisco, CA 94104
Date: April 11, 2003
TOTAL NUMBER OF PAGES INCLUDING THIS PAGE: 4 .
PLEASE DELIVER AS SOON AS POSSIBLE TO:
RECIPIENT COMPANY FAx No. PHONE No.
1. Peter Holzmeister Truckee Donner Public (530) 587-1189 (530) 582-3916
Alan Harry Utility District
From: DAVID G. CASNOCHA AT DIRECT DIAL NUMBER (415)283-2241
Re: Bond Counsel Services Relating To Telecommunications Infrastructure
Financing
Message: Please see attached document.
Client/Matter No.: 22925/00
If any of these pages is not legible or you do not receive
all of the pages,please call Joan Marzink at(415) 283-2241.
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DOCSSR370620\22000.0029
Apr-11-2003 12:34pm From-STRADLINO YOCCA CARLSON I RAUTH 415 233 2255 T-453 P.002/004 F-413
STRADLI.NG YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION NEWPORT BEACH OFFICE
ATTORNEYS AT LAW 000 NEWPORT CENTER calve.SUITE lean
NEWPORT BEACH,CALIFONIA 0E860
44 MONTGOMERY STREET.SUITE 4200 TELEPHONE (940)726.9000
DA no G.CASNOCHA FACSIMILE (o+M T 190
DIRECT DIAL! (415)283.2241 SAN FRANCISCO,CA 94104 SANTA BARBARA OFFICE
OCASNOCHAOSYCR.COM TELEPHONE(415)282-2240 092 OLIVE STREET
FACSIMILE(415)283-2255 SANTTELEF O e CALIFORNIA
s91 0065
FACSIMILE (BOO)6aA.10A4
April 11,2003
BY FACSIMILE
Peter Holzmeister
General Manager
Truckee Donner Public Utility District
P.O.Box 309
11570 Donner Pass Road
Truckee, CA 96161
Re_ Bond Counm rvias Relatine To Tel commun&arionv Infrastructure Financing
Dear Peter:
Thank you very much for the opportunity to provide additional bond counsel services to the
District in connection with the financing of the District's proposed telecommunications
infrasavcture.
Stradling Yocca Carlson & Rauth a Professional Corporation (the "Firm") was formed in
1975 and now includes approximately 110 attorneys_ The Firm handles matters in substantially all
aspects of the law except domestic relations, personal injury and criminal work. Our primary areas
of specialization are public finance, public law, tax, general corporate law, corporate securities, real
estate, litigation, labor and estate planning. The Firm has three offices in California, one in Newport
Beach which includes all of the Firm's practice areas, an office in San Francisco which is devoted
entirely to public finance work,and an office in Santa Barbara.
We believe that the Firm's size offers an advantage to the clients that we represent for many
reasons. First, the Firm has expertise in many areas, such as real estate, corporate securities and
litigation, as well as public law, that can be useful in analyzing all relevant issues for a bond
financing. Second, our size provides stability and assurance to the client that the Firm will be in
practice to follow up on matters related to the services it renders. In our view,this aspect of stability
and continuity should be of great importance to public agencies in an environment where, more than
ever, bond issues require ongoing monitoring for federal securities and tax law compliance.
DOCSSFl36982v1122000.0029
Apr-11-2003 12:34pm From-STRADLING YOCCA CARLSON t RAUTH 415 283 2255 T-453 P.003/004 F-423
Peter Holzmeister
April 11,2003
Page Two
We have one of the largest public law practices in the State, with over 20 members of the
Firm practicing in the areas of general public law and public finance. Our public law attorneys
devote substantially all of their time to the representation of the interests of public agencies,
including counties, cities, redevelopment agencies, school districts, water districts, public utility
districts and other special districts of various kinds, and to the supplying of legal services in
connection with the financings of such agencies.
Members of the public law department are recognized experts in their areas and are often
called upon to speak at conferences and seminars for public agencies and other municipal finance
specialists, including seminars held by the National Association of Bond Lawyers, the California
Debt and Investment Advisory Commission, the California League of Cities, the California
Redevelopment Association, the Association of California Water Agencies, the Coalition for
Adequate School Housing, University of California Extension Programs and industry conferences
held by The Bond Buver and others.
Since the late 1980s, the Firm has consistently ranked among the top two or three bond
counsel firms in the State of California depending on whether the criterion used is the number of
bond issues or their dollar volume_ In each of these years, we have acted as bond counsel or
underwriter's counsel on more than SI billion in local financings. In 2002 we acted as bond counsel
on over$3 billion of California tax exempt bonds.
We have been involved in nearly every type of financing undertaken by public agencies and
have helped to develop several of the structures which are widely used throughout the country. We
have utilized fixed and various variable rate financing techniques to provide low interest rates on
public projects_ We believe that we have addressed unique financing problems by our solutions-
oriented approach to working with issuers and other financing team members.
The Firm enjoys long-term relationships with our clients, including the Truckee Donner
Public Utility District with whom I have worked for nearly 15 years. I believe that our longevity
with these and many other clients underscores the importance we place on providing sound advice
and prompt service.
The attorneys in the Finn who would be primarily responsible for the legal work associated
with the financing would be David G. Casnocha,who is located in our San Francisco office and can
be reached at (415) 283-2241, and Gregory A. Blonde, who is also located in our San Francisco
office and can be reached at(415)283-2254
I am a shareholder in the Firm and manager of the Firm's San Francisco Office. I received
my B.A. in 1973 summa cum laude from Claremont Men's College, and my J-D. in 1976 from
Cornell University Law School. I have had the pleasure of acting as bond counsel on several matters
for the Truckee Donner Public Utility District, the Tahoe Truckee Unified School District and other
special districts in the area.
AOCSS@36982v1 W000.0029
Apr-11-2005 12=44m From-STRADLING YOCCA CARLSON & RAUTN 416 283 2255 T-454 P.001/001 F-424
E
Peter Holzmeister
April 11,2003
Page Three
Gregory Blonde has been an associate with the Firth since 1999,practicing exclusively in the
area of municipal finance. Gregory received his J.D. in 1999 from the UCLA School of Law and is
admitted to practice in all California courts-
Our fee for bond counsel services in connection with a certificate of participation financing
for telecommunications infrastructure system for an aggregate amount of $12 million would be
$60,000, In addition, we would assume responsibility for the preparation of the official statement
relating to the sale of the certificates of participation and in consideration for such work our fee
would be $17,500. In addition to the foregoing fees, we would expect to be reimbursed for out-of-
pocket expenses incurred in connection with the engagement, including, without limitation,
document reproduction,travel as approved by the District, and messenger services.
please feel free to call if you would like any additional information about the Firm or our
approach to the proposed financing.
very truly yours,David G. Casnocha
DGCljpm
cc: Alan Harry
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