RES 2000-2122 - Engagement of law firm Kutak Rock LLP to serve as bond counsel for financing of convention center/arena project•
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Law Department
Omaha/Douglas Civic Center
® lll �! ro 1819 Famam Street,Suite 804
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Doti Omaha,Nebraska 68183 0804
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47. 0 FEBRVr�� Telefax(402)444-5125
City of Omaha Paul D.Kratz
Hal Daub,Mayor City Attorney
Honorable President
and Members of the City Council,
The attached Resolution approves the engagement of the law firm of Kutak Rock LLP to serve as
bond counsel for the issuance of bonds for the financing of the Convention Center/Arena project.
The fee is as outlined in the proposal letter dated May 17, 2000; a copy of which is also attached
hereto. •
Respectfull itted Referr-,+ to Cit Council for Consideration:
01 C 9' 7eft9
Paul D. Kratz to ter
ayor's Off e/Titl- liter I ate
City Attorney •
Approved:
44100
Stanley P. T Date
Acting Fin ce Director
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KUTAK ROCK LLP ATLANTA
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THE OMAHA BUILDING KANSAS CITY
1 650 FARNAM STREET LINCOLN
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OMAHA, NEBRASKA 68102-2186 �•�./ t� qrE YORK
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402-346-6000
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CURTIS L. CHRISTENSEN May 17, 2000 ' ' '
curtis.christensen@kutakrock.com
VIA RAND DELIVERY
Mr. Stanley P. Timm
Acting Finance Director and Comptroller
City of Omaha, Nebraska
1819 Farnam Street •
10th Floor
Omaha, NE 68183
C. Kenneth Bunger, Esq.
Assistant City Attorney
Law Department
City of Omaha,Nebraska
1819 Farnam Street
8th Floor
Omaha,NE 68183
Re: City of Omaha Convention Center and Arena Financing
Gentlemen:
I am pleased to respond to your request on behalf of the City of Omaha for a description
of the legal services Kutak Rock LLP proposes to provide to the City in conjunction with the
financing of the City's proposed Convention Center and Arena. As Bond Counsel to the City of
Omaha on numerous financings since 1984, we have become well acquainted with the capital
improvement and financing programs of the City, the pertinent state and local laws and the
City's financing team. We have had extensive experience addressing the federal income tax and
other legal questions attending earlier municipal development and redevelopment financings of
the City and other governmental entities. With respect to the Convention Center Project, we
have been providing legal services to the City virtually since the Project's inception, and are
familiar with the proposed financing, including the underlying State and City legislation, and
have participated at your request in direct discussions with prospective underwriters and the
rating agencies. We look forward to continuing to assist you and your colleagues at the City in
furtherance of the Convention Center Project.
The Convention Center Project will require diligent research and analysis of the myriad
of federal, state and local laws potentially affecting the Project, the creation, structuring and
selection of a Project financing plan and the preparation of documentation in furtherance of the
0 1-25998 1.01
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KUTAK ROCK LLP
May 17, 2000
Page 2
plans's implementation. As Bond Counsel, we are prepared to serve the City of Omaha as
follows:
• Examine applicable laws for legal constraints and empowerments.
• Evaluate the Convention Center Project and proposed financing alternatives for
consistency with federal income tax laws applicable to tax-exempt financings.
• Participate in the development of alternatives for the financing, operation and
management of the Project, and in the ultimate evaluation and selection of a plan of financing.
• Evaluate management and services contract concepts and proposals for
consistency with federal income tax laws applicable to tax-exempt financings.
• Advise about federal income tax law private activity bond restrictions relating to
naming rights, professional sports team and other proposed private uses of publicly financed
arena facilities.
• Prepare the bond ordinances, notices of sale, related sale resolutions and closing
certifications of the City Council as required for the issuance, sale and delivery of each issue of
the City's bonds for the Convention Center Project.
• Prepare or review any description or summary in the City's Official Statement or
other disclosure document with respect to each bond issue of: (a) Nebraska and federal laws
pertinent to the validity of the bonds and the tax treatment of interest paid thereon, (b) the related
bond ordinance, (c) the bonds and (d) our opinion letter.
• Render customary legal opinions at the closing of each bond issue relating to the
legality, validity and tax-exemption of the bonds for the Convention Center Project.
• Undertake such additional duties as are necessary to render our legal opinions.
I will have the primary responsibility for this engagement. My colleague, Greg Dietrich
will assist as necessary. The City also will have access to the special experience and skills of
Tracy Bridges of the Kutak Rock LLP Tax Department. In addition, should it become
appropriate, and upon the direction of the City, Kutak Rock LLP lawyers with environmental,
legislative, real estate, corporate, commercial practice and litigation expertise are available for
this engagement.
Based upon (a) our current understanding of the terms, structure, size and schedule of the
financing plan, (b) the duties we propose to undertake as described in this letter, (c) the time we
anticipate devoting to the financings and (d) the responsibilities we will assume, we propose to
calculate our fees for each issue of Convention Center Project bonds as follows: $1.00/$1,000 of
bonds for the first $35 million principal amount of such issue; $0.75/$1,000 of bonds for the next
$65 million principal amount of such issue and $0.65/$1,000 for the principal amount of such
issue of bonds above $100 million. In other words, our fee for a single $198 million bond issue
0l-259981.01
KUTAK ROCK LLP
May 17, 2000
Page 3
would be $147,450, or less than $0.75/$1,000 of bonds. If material changes in the structure of
the fmancing occur or if unusual or unforeseen circumstances arise which require a significant
increase in our time or responsibility, we may consult with you regarding an adjustment to our
fee proposal. In addition, we propose to be reimbursed for all reasonable out-of-pocket
expenses, including cost for travel undertaken at your request, photocopying, deliveries, long-
distance telephone charges, filing fees, transcript preparation and other necessary office
disbursements. We will provide the City with an itemized report of all such expenses.
We expect our fees and expenses to be paid by the City from the proceeds of the related
issue of bonds. If bonds are not issued, we propose to be compensated at one-half of our normal
hourly rates for actual time expended and to receive reimbursement of our related out-of-pocket
expenses.
Kutak Rock LLP looks forward-to working with the City of Omaha to bring to fruition
this most important project for our community. Please do not hesitate to telephone with any
questions about this letter or the legal services we propose, to provide to the City of Omaha.
Sincerel yours,
Curtis . Christensen
vak
cc: Tracy T. Bridges, Esq.
Gregory R. Dietrich, Esq.
01-259981.01
42sA L
CITY OF OMAHA
A ♦ '
LEGISLATIVE CHAMBER
Omaha,Nebr
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: _
WHEREAS, the City of Omaha (the "City") intends to acquire, construct,
improve, and equip a convention center and arena project in downtown Omaha, Nebraska, and
by virtue of a bond referendum passed on May 9, 2000,by a sufficient majority of the electors of
the City, has the authority to issue up to $198 million of the City's general obligation bonds; and,
WHEREAS, the City requires the services of a nationally recognized law firm
with particular expertise as bond counsel in tax-exempt municipal bond financing; and,
WHEREAS, the law firm of Kutak Rock LLP , Omaha, Nebraska, has served a
bond counsel to the City since 1984, is a nationally recognized law firm with particular expertise
as bond counsel in tax-exempt municipal bond financings and has provided legal services to the
City with respect to the development of this project since its inception; and,
WHEREAS, the law firm of Kutak Rock LLP has proposed to serve as bond
counsel to the City for the issue or issues of the City's bonds to finance the Convention
Center/Arena Project; and,
WHEREAS, it is in the best interests of the City that the City engage the law firm
of Kutak Rock LLP in accordance with the terms of its proposal for the provision of bond
counsel services to the City with respect to the Convention Center/Arena Project.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF OMAHA:
THAT, the City Council does hereby approve the engagement by the City of
Omaha of the law firm of Kutak Rock LLP to serve as bond counsel for the bond issue or bond
issues of the City for the financing or refinancing of the Convention Center/Arena Project and
authorizes the City to contract with Kutak Rock LLP for the provision of such services in
accordance with the terms of its proposal to the City.
APPROVED A TO FORM:
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