HomeMy Public PortalAbout2020.01.22 Skinner Fawcett LLP JANUARY 22, 2020
SKINNER FAWCETT LLP
PROPOSAL FOR BOND COUNSEL SERVICES
TO
CITY OF McCALL, IDAHO
City of McCall, General Obligation Bonds
($6,000,000 to $8,000,000)
1. Basic Information:
i) Name of firm making proposal: Skinner Fawcett LLP
ii) Name and title of individuals proposing and responsible for proposal:
Richard A. Skinner, Senior Partner, Henry C. Rudolph, Partner and John
R. McDevitt, Partner.
iii) Mailing Address: P.O. Box 700, Boise, ID 83701-0700
iv) Contacts' telephone number, fax number and email address:
a. telephone number: (208)345-2663, fax number: (208) 345-2668
b. email addresses:
i. Richard A. Skinner: rskinner@skinnerfawcett.com
ii. Henry C. Rudolph: hrudolphAskinnerfawcett.com
iii. John R. McDevitt:jmcdevitt@skinnerfawcett.com
2. Basic Qualifications:
Our firm has been involved in public finance in Idaho for over thirty (30) years,
having completed a wide variety of financings aggregating in excess of $7 billion,
including traditional municipal bonds such as general obligation bonds, annual
appropriation financings, certificates of participation in lease purchase and installment
purchase obligations, sewer and water revenue bonds, special assessment and local
improvement bonds, tax and revenue anticipation notes and warrants, leasing and revenue-
based financings, single family mortgage revenue bonds, multi-family housing revenue
bonds, tax increment revenue allocation bonds, industrial development revenue bonds,
educational facility bonds, and hospital revenue bonds.
The firm has maintained long-standing relationships with many of the state's public
finance issuers. We have represented the City of Twin Falls and the Urban Renewal Agency
of the City of Twin Falls on a variety of financing maters since 1993, including water and
sewer revenue bonds and certificates of participation, and urban renewal revenue allocation
bonds, with projects including the Chobani project and Clif Bar project. We have also
represented the City of Boise City on a variety of financing matters since 1977, including
local improvement district bonds, tax anticipation notes, warrants, general obligation bonds,
certificates of participation, refunding bonds and related matters. We have also represented
the City of Ketchum with its successful $11,500,000 General Obligation election in
November 2019 and the City of Nampa with its $165M sewer revenue bond. We have
represented the Idaho Housing and Finance Association, formerly Idaho Housing Agency,
since June, 1973 as issuer's counsel on all financings and as bond counsel on various
financings. The Idaho Housing and Finance Association has issued over $7 billion of tax-
exempt obligations. We also have served as bond counsel to the Idaho Water Resource Board
for over thirty-five(35) years. We have completed approximately 155 projects for the Idaho
Water Resource Board. Since 2003, we have also served as bond counsel for the Idaho State
Building Authority in certain transactions and for the Idaho Bond Bank Authority. On the
local level, we have regularly served as bond counsel on a variety of financings for other
cities,counties, school districts and related entities throughout the State of Idaho.
PROPOSAL FOR BOND COUNSEL SERVICES—PAGE 1
Our firm maintains a current listing under the Municipal Bond Attorney's section of
The Bond Buyer's Directory of Municipal Bond Dealers (Redbook). The firm was the first
Idaho law firm to be so listed(1977). Although other Idaho law firms now are listed in the
Redbook, we believe no Idaho law firm has a comparable depth of experience or a range of
expertise in the area of tax-exempt financing.
3. Resumes:
Richard A. Skinner: Member of the Idaho State Bar and National Association of
Bond Lawyers. Experienced in tax and revenue anticipation notes and warrants,
commercial paper, urban renewal and economic development bonds, single family
mortgage revenue bonds, multi-family housing bonds, tax exempt-lease financing and
certificates of participation, health care revenue bonds, current refundings, industrial
development revenue bonds, general obligation bonds, letter of credit and tender bond
financings, water and sewer revenue bonds, special assessment and local improvement
bonds, school district bonds, and irrigation bonds. Lecturer in public finance matters for
programs sponsored by local and national organizations.
Henry C. Rudolph: Member of the Idaho State Bar and National Association of
Bond Lawyers. Experienced in general obligation bonds, single family mortgage revenue
bonds, multi-family housing bonds, revenue bonds, tax exempt-lease financing, special
assessment and local improvement bonds, community infrastructure bonds, industrial
development revenue bonds, urban renewal and economic development bonds, school
district bonds, health care revenue bonds, current refundings, industrial development
revenue bonds, and nonprofit facilities bonds. Lecturer in public finance matters sponsored
by state and local organizations.
John R. McDevitt: Member of the Idaho State Bar and National Association of
Bond Lawyers. Experienced in general obligation bonds, annual appropriation financing,
revenue bonds, tax exempt-lease financing, special assessment and local improvement
bonds, community infrastructure bonds, urban renewal and economic development bonds,
school district bonds, health care revenue bonds, current refundings, industrial
development revenue bonds, and nonprofit facilities bonds. Lecturer in public finance
matters sponsored by state and local organizations.
4. Bond Counsel Fee Proposal:
In setting forth the terms for our engagement as bond counsel to the City of McCall,
Idaho (the"City"), in connection with the issuance of its general obligation bonds to finance
the construction of a new library, repurposing an existing library, construction of a new
outdoor plaza, construction of additional parking and a new Parks & Recreation building
(collectively, the "Project"), we understand that the Project will involve approximately
$6,000,000 to $8,000,000 in financing.
We are prepared to furnish bond counsel services in connection with this financing to
PROPOSAL FOR BOND COUNSEL SERVICES-PAGE 2
the City, which services include consultations and work with respect to certain proceedings
leading to adoption of an election ordinance and a bond ordinance of the City Council;
preparation and arrangements for proceedings for authorization, sale and issuance of the
bonds; consultations with the City, the City's public finance municipal advisor, and other
parties and counsel; preparation of the bonds for delivery, preparation of closing documents;
and the rendering of a final approving opinion as to the validity of the bonds and tax
exemption of interest thereon.
We estimate our fees and expenses for the above-described services at up to$1 9,500.
If unusual or unforeseen complications arise in the course of the financing which could
increase our fees,we would contact you to review the matter prior to any such increase.
The above fees and costs may be deferred and paid out of the proceeds of the bonds
no later than the date of bond closing. If the bonds are not issued for any reason, then we
will be compensated by the City for our services rendered,plus any out-of-pocket expenses
incurred to that date subject to the above maximums. If a general obligation bond election
is held but is not successful, and assuming there has been limited travel to and attendance
at public meetings, we would again charge a maximum fee of $3,500, including
out-of-pocket expenses. We would also be available to present the ordinance at the
February 27, 2020 City Council meeting.
We look forward to the opportunity of working with you on this financing.
Very truly yours,
LLP
HENRY C. RUDOLPH
* * * * *
The foregoing has been approved by this Pc) day of 3,,M.At4r2
020.
CITY OF MCCALL
Valley County, Idaho
B .7
Y
Authorize epresentative
PROPOSAL FOR BOND COUNSEL SERVICES—PAGE 3
4 AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR
CONSTRUCTION CONTRACT
THIS AGREEMENT, is being made and entered into this 30th day of September, 2020 and between
The City of McCall (hereinafter, "OWNER") and Das-CO of Idaho, (hereinafter, "CONTRACTOR"):
NOW THEREFORE, the parties to this Contract, in consideration of the mutual covenants and stipulations
set out, agree as follows:
ARTICLE 1 – CONTRACT DOCUMENTS
The Contract Documents which comprise the entire agreement between the OWNER or City and the
CONTRACTOR concerning the work to be performed are this Contract as defined by the following:
1. Bid Documents titled, FIBER PULLING AND SPLICING - FALL 2020
2. Standard General Conditions of the Construction Contract, 2017 ISPWC (Idaho Standards for
Public Works Construction) Division 100 (not attached) (pages 1 to 52, inclusive).
3. Bid Proposal (Section 3) of the CONTRACTOR, dated September 24th, 2020 , to be physically
attached to this Contract;
4. The Construction Plans (28 sheets)
5. Agreement (Section 4)
6. General Conditions (Section 5)
7. Supplementary Conditions (Section 6)
8. Technical Specifications (Section 7)
9. Special Provisions (Section 8)
10. Performance and Payment Bonds and Insurance Certificates, to be physically attached to this
Contract;
11. The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:
a. Notice of Award
b. Notice to Proceed.
c. Written Amendments.
d. Work Change Directives.
e. Change Orders.
f. Substantial completion certification
g. Final completion certification
12. Addenda issued prior to opening of bids, to be physically attached to this Contract;
13. WH-5 – Public Works Contract Report for Idaho State Tax Commission
14. W9
This Contract may only be amended by change order as provided in the General Conditions.
DocuSign Envelope ID: CA4285AD-B943-41A8-B1E2-FC8E598E1555
FIBER PULLING AND SPLICING - FALL 2020
ARTICLE 2 – WORK
The CONTRACTOR shall complete the entire work as specified, indicated, and required under the Contract
Documents. The Work is generally described as follows: FIBER PULLING AND SPLICING - FALL 2020.
ARTICLE 3 – PROJECT MANAGER and PROJECT ENGINEER
3.01 The City of McCall Information Systems Manager (Project Manager), is to act as the OWNER’s
representative and assume all duties and responsibilities, and have the rights and authority
assigned to “OWNER” in the Contract Documents in connection with the completion of the
“Work” in accordance with the Contract Documents and the General Conditions of the Idaho
Standards for Public Works Construction (ISPWC).
ARTICLE 4 – CONTRACT TIMES/LIMITATIONS
4.01 Substantial Completion
The CONTRACTOR shall begin work in conformance with the Contract Documents and shall
complete the Work prior to the date of completion. The project site will be available to the
CONTRACTOR for project implementation on or around September 24, 2020 or when
weather conditions permit, and only after approval of the Project Engineer or Project Manager.
The Work to be performed pursuant to this Contract shall be substantially complete within eighty-
one (81) working days after Notice to Proceed and no later than Deccember 15, 2020.
The project will be considered “Substantially Complete” when all fibers have been terminated and
tested with OTDR bi-directional traces, labeled to spec and redlines with testing data is provided.
4.02
Final Completion
The Work shall be finally complete and ready for final payment, in accordance with Paragraph
14.07 of the ISPWC General Conditions, within ten (10) working days of the date of Substantial
Completion Certification.
4.03
Working Hours
Work can be performed five (5) days a week (Monday through Friday) for a period of twelve
(12) hours (7:00 am to 7:00 PM) per day. Adjustment of the contract time can be made in
accordance with the provisions of the Contract Documents as directed by the Project Engineer,
Information Systems Manager, or the OWNER. Requests to perform work outside of these hours
should be submitted to the Information Systems Manager, for approval, at least three (3)
days in advance.
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FIBER PULLING AND SPLICING - FALL 2020
4.4 Liquidated Damages
A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that
OWNER will suffer financial loss if the Work is not completed within the times specified in
paragraphs 4.01 and 4.02 above, plus any extensions thereof allowed in accordance with Article
12 of the ISPWC Section 100 General Conditions. The parties also recognize the delays, expense,
and difficulties involved in proving in a legal preceding the actual loss suffered by OWNER if the
Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and
CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR
shall pay OWNER $500.00 for each day that expires after the time specified in paragraph 4.01
for Substantial Completion until the Work is substantially complete and in paragraph 4.02 for
Final Completion until the Work has been approved as complete by the Engineer.
ARTICLE 5 – CONTRACT PRICE
OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents the
amount of One Hundred Twenty Six Thousand, Two Hundred Sixty-Nine and twenty Five cents
($126,269.25) in current funds equal to the sum of the amounts determined pursuant to the CONTRACTOR’s
Bid Proposal contained in Bid Form, Article 5, Section III.
ARTICLE 6 – PAYMENT PROCEDURES
6.1 Submittal and Processing of Payments
A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the
General Conditions. Applications for Payment will be processed by the Project Manger as
provided in the General Conditions. CONTRACTOR shall provide an example Application for
Payment submittal to the Project Manager at the start of the project for review and approval.
6.2 Progress Payments; Retainage
A. OWNER shall make progress payments on account of the Contract Price on the basis of
CONTRACTOR’s Applications for Payment on or about the 30th day of each month during
performance of the Work as provided in paragraphs 6.02.A.1 and 6.02.A.2 below. All such
payments will be measured by the schedule of values established in paragraph 2.07.A of the
General Conditions (and in the case of Unit Price Work based on the number of units completed)
or, in the event there is no schedule of values, as provided in the General Requirements:
1. Prior to Substantial Completion, progress payments will be made in an amount equal to the
percentage indicated below but, in each case, less the aggregate of payments previously
made and less such amounts as the Project Manager may determine or OWNER may
withhold, in accordance with paragraph 14.02 of the General Conditions:
a. 95% of Work completed (with the balance being retainage): and
b. 95% of cost of materials and equipment not incorporated in the Work (with the balance
being retainage).
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FIBER PULLING AND SPLICING - FALL 2020
2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total
payments to CONTRACTOR to 95 percent of the Work completed, less such amounts as
Project Manager or Engineer shall determine in accordance with Paragraph 14.02.B.5.
6.3 Final Payment
A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of the
General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by
Project Manager or Engineer as provided in said paragraph 14.07, less any sum Owner is
entitled to set off against the Project Manager or Engineer’s recommendation, including but
not limited to liquidated damages.
ARTICLE 7 – INTEREST
7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest
at the rate of 5% per annum.
ARTICLE 8 – INDEPENDENT CONTRACTOR
The parties warrant by their signature that no employer-employee relationship is established between
the CONTRACTOR and the OWNER by the terms of this contract. It is understood by the parties hereto
that the CONTRACTOR is an independent contractor and as such neither it nor its employees, agents,
representatives or subcontractors, if any, are employees of the OWNER for purposes of tax, retirement
system, or social security (FICA) withholding.
ARTICLE 9 – SCOPE OF SERVICES
The CONTRACTOR shall perform all services required by the Contract Documents. All work shall be
completed in accordance with the specifications and plans established for this project.
ARTICLE 10 – HOLD HARMLESS/INDEMNIFICATION
In addition to other rights granted the OWNER by the Contract Documents, the CONTRACTOR shall
indemnify and save harmless the Engineer and the Owner, its officers and employees, from all suits,
actions, or claims of any character brought because of any injuries or damages received or sustained by
any person, persons, or property on account of the operations of the CONTRACTOR or his subcontractors;
or on account of or in consequence of any neglect in safeguarding the work; or through use of
unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct
of the CONTRACTOR or his subcontractors; or because of any claims or amounts recovered from any
infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered
under the Workmen's Compensation Act or any other law, ordinance, order or decree.
ARTICLE 11 – CONFLICT OF INTEREST
The CONTRACTOR covenants that it presently has no interest and will not acquire any interest, direct or
indirect, in the project which would conflict in any manner or degree with the performance of its services
hereunder. The CONTRACTOR further covenants that, in performing this Contract, it will employ no person
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who has any such interest. Should any conflict of interest arise during the performance of this Contract,
CONTRACTOR shall immediately disclose such conflict to the Project Manager, Architect and the OWNER.
ARTICLE 12 – ENTIRE AGREEMENT, MODIFICATION AND ASSIGNABILITY
This Contract and the exhibits hereto contain the entire agreement between the parties, and no
statements, promises, or inducements made by either party, or agents of either party are valid or binding
unless contained herein. This contract may not be enlarged, modified or altered except upon written
agreement signed by the parties hereto. The CONTRACTOR may not subcontract or assign its rights
(including the right to compensation) or duties arising hereunder other than as contemplated by the
Contract Documents, without the prior written consent and express authorization of the OWNER.
ARTICLE 13 – ADHERENCE TO LAW REQUIRED
All applicable Local, State, and Federal statutes and regulations are hereby made a part of this contract
and shall be adhered to at all times. Violation of any of these statutes or regulations by the CONTRACTOR
shall be deemed material and shall subject the CONTRACTOR to termination of this contract for cause. No
pleas of misunderstanding or ignorance on the part of the CONTRACTOR r will in any way serve to modify
the provisions of this requirement. The CONTRACTOR and his surety shall indemnify and save harmless
the OWNER and the City of McCall and its employees, agents and representatives against any claim or
liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether
by himself, his employees, or his subcontractors.
ARTICLE 14 – LEGAL FEES
In the event either party incurs legal expenses to enforce the terms and conditions of this contract, the
prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether
the same are incurred with or without suit.
ARTICLE 15 – SPECIAL WARRANTY
The CONTRACTOR warrants that nothing of monetary value has been given, promised or implied as
remuneration or inducement to enter into this Contract. The CONTRACTOR further declares that no
improper personal, political or social activities have been used or attempted in an effort to influence the
outcome of the competition, discussion, or negotiation leading to the award of this Contract. Any such
activity by the CONTRACTOR shall make this Contract null and void.
ARTICLE 16 – COMMUNICATIONS
Such communications as are required by this contract shall be satisfied by mailing or by personal
delivery to the parties at the following address:
Contractor:
Owner: City of McCall
216 E. Park Street
McCall, Idaho 83638
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IN WITNESS WHEREOF, said CONTRACTOR and the OWNER or City has caused this Contract to be executed
on the day and year first above written.
Contractor: Owner:
by: Robert S. Giles, Mayor
ATTEST:
BessieJo Wagner, City Clerk
Approved As To Form:
William F. Nichols, City Attorney
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Ben Hitchcock
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