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HomeMy WebLinkAbout2015-318 Letter of Engagement - Hawkins Delafield & Wood LLP DELAFELD&WOODLLP PHONE: 503-402-1320 200 SOUTHWEST MARKET STREET NEW YORK FAX: 503-402-1331 PORTLAND, OR 97201 WASHINGTON WWW.HAWKINS.COM NEWARK HARTFORD LOS ANGELES SACRAMENTO SAN FRANCISCO PORTLAND October 12, 2015 Via Email: tuneberl@ashland.or.us Mr. Lee Tuneberg Finance Director City of Ashland Dear Lee: Thank you for selecting Hawkins Delafield & Wood LLP to act as counsel to the City of Ashland, Oregon (the "City") in connection with the issuance of a Financing Agreement (the "Agreement") to fund improvements to Garfield Park (the "Project") To this end, we submit for your approval the following provisions governing our engagement. If you are in agreement, please sign the enclosed copy of this letter in the space provided below. We are available to answer any questions that you may have concerning these provisions, or any modifications that you may wish to suggest. We at Hawkins are pleased to have the opportunity to serve the City. 1. Client; Limited Scope of Representation. Our client in this matter will be the City. We will be engaged hereunder to render legal advice to the City as its special counsel in connection with the issuance of the Agreement, including the following: (1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the "Opinion") regarding the validity and binding effect of the Agreement, the source of payment and security for the Agreement, and excludability of interest on the Agreement from gross income for federal and state of issue income tax purposes. (2) Prepare and review documents necessary or appropriate to the authorization, issuance and delivery of the Agreement, coordinate the authorization and execution of such documents, and review and, where appropriate, draft enabling legislation. (3) Assist the City in seeking from other governmental authorities such approvals, permissions, and exemptions as are necessary or appropriate in connection with the authorization, issuance and delivery of the Agreement, except that we will not be responsible for any required Blue Sky filings. 2535422.1 035980 CORR Mr. Lee Tuneberg October 12, 2015 Page 2 (4) Review and respond to specific legal issues raised by the City that relate to and arise out of the City's structuring of the Agreement. Our Opinion will be addressed to the City and will be delivered by us on the date the Agreement is exchanged for the purchase price (the "Closing"). The Opinion will be based on facts and law existing as of its date. In rendering our Opinion we will rely upon the certified proceedings and other representations and certifications of public officials, counsel for and representatives of the City, and the purchaser of the Agreement, and other persons, furnished to us without any undertaking by us to verify the same by independent investigation, and we will assume continuing compliance by the City and all other participants in the transaction with applicable laws relating to the Agreement. During the course of this engagement, we will rely on the City to provide us with complete and timely information on all developments pertaining to any aspect of the Agreement and the security. We understand that the City will direct members of its staff and other employees to cooperate with us in this regard. Our duties in this engagement are limited to those expressly set forth above. Among other things, our duties do not include: (a) Assisting in the preparation or review of an official statement or any other disclosure document with respect to the Agreement, or performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document or rendering advice that the official statement or other disclosure document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) Preparing requests for tax rulings from the Internal Revenue Service, or no action letters from the Securities and Exchange Commission. (c) Preparing blue sky or investments surveys with respect to the Agreement. (d) Drafting state constitutional or legislative amendments. (e) Pursuing test cases or other litigation such as contested validation proceedings. (f) Making an investigation or expressing any view as to the creditworthiness or financial strength of the City or any other party being or having been contracted with by the City. (g) Assisting in the preparation of, or opining on, a continuing disclosure undertaking pertaining to the Agreement or, after Closing, providing 2535422.1 035980 CORR Mr. Lee Tuneberg October 12, 2015 Page 3 advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking. (h) Representing the City in Internal Revenue Service examinations or inquiries, or Securities and Exchange Commission investigations. (i) After Closing, providing continuing advice to the City or any other party concerning any actions necessary to assure that interest paid on the Agreement will continue to be excludable from gross income for federal income tax purposes (e.g,. our engagement does not include rebate calculations for the Agreement). (j) Addressing any other matter not specifically set forth above that is not required to render our Opinion. It is expressly agreed that the City shall not request the firm to provide predictions or advice regarding, and that the firm shall provide no predictions or advice and owes the City no duty regarding, the financial structuring or feasibility of any arrangement nor any predictions or advice as to the ability or likelihood of any other party actually performing their obligations relating thereto. In expressing its Opinion, the firm does not represent, warrant or guarantee that a court will not invalidate either any of the procedures or contracts being utilized in connection with the issuance of the Agreement, nor does the firm represent, warrant or guarantee the actual performance rendered by participants in any transaction with the City. It is also expressly agreed that (i) our client for purposes of this representation is the City and not any of its officers or employees, members, creditors, bondholders, or any other entities having any interest in the City or in which the City has an interest, and (ii) accordingly, this engagement will not establish an attorney-client relationship between the firm and any such individual, member or other entity. 2. Term of Engagement. Either the City or the firm may terminate this engagement at any time for any reason by not less than thirty (30) days written notice, subject on our part to applicable rules of professional conduct. In the event that we terminate the engagement, we will take such steps as are reasonably practicable to protect the City's interests in matters within the scope of this engagement. In the event of termination of this engagement for any reason, the firm will be paid for services satisfactorily rendered by the firm up to the date of termination, and for any post-termination services requested by the City in connection with the termination. 3. Conclusion of Representation; Retention and Disposition of Documents. At the City's request, its papers and property will be returned to it or delivered to successor counsel, as it may direct, promptly upon receipt of payment of outstanding fees and expenses. Our own files pertaining to this engagement will be retained by the firm. These firm files 2535422.1 035980 CORR Mr. Lee Tuneberg October 12, 2015 Page 4 include, for example, firm administrative records, time and expense reports, and accounting records, as well as internal lawyer's work product such as drafts, notes, internal memoranda, and legal and factual research prepared by or for the internal use of lawyers. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of this engagement. 4. Post-Engagement Matters. After completion of this engagement, changes may occur in applicable laws or regulations, or in administrative City or judicial interpretations thereof, that could have an impact upon issues as to which we have advised the City during the course of this engagement. Unless you subsequently engage us, after completion of this engagement, to provide additional advice on such issues, the firm has no continuing obligation to advise you with respect to any such future legal developments. 5. Fees and Expenses. Our fee for providing counsel services to the City will be based on our standard hourly rates. Current hourly rates for those who are expected to work on the City's matters are: Attorney Rate $375 GulgUn Mersereau, Bond Attorney Jennifer C6rdova, Tax Counsel _ $425 Harvey Rogers, Bond Attorney' $445 Margo Sharp, Paralegal $160 We also charge for "out-of-pocket" expenses, such as mileage for travel, and costs of scanning documents and preparing a compact disc with the bond transcript of documents. Because so much work is done through the internet, out-of-pocket charges are typically under $300 for each transaction, and may be substantially less. Fees and expenses of others (such as consultants, appraisers and other counsel retained by you) will not be paid by us, and should be billed directly to you. Arrangements for billing and payment for services of others should be made between you and the other parties. Fee arrangements for future transactions will be negotiated at the time of the engagement. 6. Attorney-Client Privilege. In recent years, several courts have said that when a firm reviews its compliance with professional conduct rules or other law in the representation of a client, the firm may not be able to claim attorney-client privilege for its review unless the firm withdraws from representing the particular client before conducting the review or the client agrees that the firm can assert privilege for any such review. We believe it is in the interest of our clients that the firm have the protection of the privilege in connection with internal reviews of its work for you. The City agrees that any communications between the lawyers and staff working on the City's matter and the lawyers at the firm who may be reviewing that work for compliance with professional conduct rules or other law will be protected by the 2535422.1 035980 CORR Mr. Lee Tuneberg October 12, 2015 Page 5 firm's own attorney-client privilege and that any such review will not constitute a conflict between our interests and your interests. 7. Client Responsibilities. The City agrees to cooperate fully with us and to provide promptly all information known or available to the City relevant to our representation. The City also agrees to pay our statements for services and expenses in accordance with paragraph 5 above. 8. Fully Integrated Agreement; Merger; No Oral Amendments or Modifications. This agreement is intended as a complete integration of the terms of this engagement and, as such, all prior understandings, representations, warranties, and agreements are fully and completely merged herein. Of course, you may limit or expand the scope of our representation from time to time, provided that any such expansion is agreed to by each of us and memorialized in a supplement hereto. We are pleased to have this opportunity to work with the City. I trust that you will not hesitate to call me if you have any questions or comments during the course of this engagement. Very truly yours, Hawkins Delafield & Wood LLP Q~Y~. ft44M4~~~ By: Gulgun Mersereau Agreed and Accepted: City of Ashland By: GQ 0C Title: AgoAi&~ SGrtoicAts ICjA tW6~_ Date: rL~c-,rvr2--- 2535422.1 035980 CORR Lee Tuneberg From: David Lohman [lohmand@ashland.or.us] Sent: Tuesday, October 13, 2015 7:30 PM To: 'Lee Tuneberg' Subject: RE: Ashland Financing Agreement for Parks (and potentially other) Projects Lee -Sign away. The only problem is that the paralegal makes twice as much per hour as I do. Dave From: Lee Tuneberg [mailto:tuneberl(abashland.or.us] Sent: Tuesday, October 13, 2015 9:52 AM To: 'David Lohman' Subject: FW: Ashland Financing Agreement for Parks (and potentially other) Projects Any problems with me signing the attached and engaging Harvey's group to keep us legal? From: Gulgun Mersereau [mailto:GMersereau(a)hawkins.com] Sent: Tuesday, October 13, 2015 9:27 AM To: 'Lee Tuneberg' Cc: Harvey Rogers; Anne Graff Subject: Ashland Financing Agreement for Parks (and potentially other) Projects Hi again, Lee, We look forward to working with you and the City again on this upcoming financing. We are attaching an engagement letter here. If you are comfortable with it, please execute and scan back to us. If you have any questions or concerns, please call any of us. Thank you! G Gulgun Mersereau Hawkins Delafield & Wood LLP 200 SW Market Street, Suite 350 Portland, Oregon 97201 (503)402-1325 This e-mail, including any attachments, is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments, destroy any printouts that you may have made and notify us immediately by return e-mail. Thank you. This e-mail, including any attachments, is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments, destroy any printouts that you may have made and notify us immediately by return e-mail. Thank you. 1 ASHLAND PARKS AND RECREATION COMMISSION 340 S. PIONEER STREET ASHLAND, OREGON 97520 COMMISSIONERS: Michael A. Black, AICP Mike Gardiner Director Rick Landt Jim Lewis TEL: 14 Matt Miller ILI FAX :541.488.5314 parksinfo@ashland.or.us Vanston Shaw MEMORANDUM TO: Lee Tuneberg, Finance Director FROM: Michael A. Black, Parks Director DATE: November 6, 2015 SUBJECT: Borrowing for Garfield Park Improvements The Parks Commission has voted to authorize a bond or loan -whichever is most beneficial to the Commission in terms of fees, rates and duration -through the City Ashland for the implementation of the Garfield Park Master Plan. At your request, I am providing a memo that outlines the details of the approved Garfield Park Master Plan and intended improvements. The details are: 1. The anticipated improvements at Garfield Park are estimated to cost $850,000 (including contingencies). All of the construction costs are planned to be from a bond issuance or loan. Anticipated improvements are: a. New larger splash pad and equipment, including seating, tables and shade for on- lookers. b. Two new picnic shelters with tables and benches. c. New pavement surface, striping, hoop and backboard assembly. d. New Cascade Siskiyou Scenic Bikeway Shelter with bike "Fix-it" station, map kiosk, seating, tables and water station with water bottle filler. e. Improved sand volleyball enclosure, nets and sand. f. Additional hardscape for pedestrian access and circulation. g. Etc., including irrigation upgrades, bathroom upgrades and plantings. 2. The planned source for repayment is the Food and Beverage Tax, which expires in 2030. The anticipated first yearly repayment is budgeted in this biennium. 3. Construction is hoped to begin in the winter 2015 /spring 2016 in order to open the park by summer of 2016. Home of Famous Lithia Park I have attached an approved copy of the master plan and the current estimate of cost for the project, as well as the minutes from the Commission meeting where approval was granted for borrowing the funds. The Ashland Parks and Recreation Commission requests that the City Council approves the request to borrow $850,000 for the implementation of the Garfield Park Master Plan. The Commission understands that the repayment of all principle, interest and fees will be the responsibility of the Commission through Parks Food and Beverage Tax income. NO^C~ w►\ V V~j/ ~ Y~~ ~y Pp P (Wn L / O Ln O a SAND + I VOLLEYBALL SAND 99'ASW f (INCREASED FROM IMBO) ~ SLAM ~CR55 ' ~ W 6RO,UNO t W (j7~ W > CONSTRUCTION BUDGET - 2015 GARFIELD PARK FACILITY UPDATE,' APRC - MICHAEL BLACK - OCTOBER 30, 2015 ITEM I UNIT I UNITS of I UNIT PRICE I EXTENDED PRICE Splash Pad Equipment EA 1 $ 250,000.00 $ 250,000.00 Construction EA 1 $ 195,000.00 $ 195,000.00 Funishings and Finishing EA 1 $ 58,000.00 $ 58,000.00 Total Splash Pad $ 503,000.00 Basketball Court Basketball Court SF 7,350 $ 6.00 $ 44,100.00 Standards EA 2 $ 2,500.00 $ 5,000.00 Surfacing EA 1 $ 5,000.00 $ 5,000.00 Total Basketball Court $ 547100.00 Shelters: Shelters - 20'x20' EA 2 $ 20,000.00 $ 40,000.00 Concrete pads SF 2000 $ 6.00 $ 12,000.00 New Sidewalk - 5' SF 250 $ 6.00 $ 1,500.00 Furnishings and Finishing EA 2 $ 5,000.00 $ 10,000.00 Total Options $ 63,500.00 Misc. Construction New Sidewalk - 5' SF 750 $ 8.00 $ 6,000.00 Shelter (Scenic Bikeway) EA 1 $ 40,000.00 $ 40,000.00 Sand Volleyball with Concrete Sitting Wall EA 1 $ 40,000.00 $ 40,000.00 Irrigation Upgrades, Restrooms and Other EA 1 $ 20,000.00 $ 20,000.00 Total Misc. Construction S 106,000.00 Sub-total $ 726,600.00 Contingencies (17%) $ 123,400.00 Total $ 850,000.00 City of Ashland PARKS AND RECREATION COMMISSION REGULAR MEETING MINUTES September 28, 2015 ATTENDANCE Present: Commissioners Gardiner, Landt, Lewis, Miller, Shaw; Director Black; Superintendents Dickens and Dials; Recreation Manager Flora; Administrative Supervisor Dyssegard and Assistant Manuel Absent: City Council Liaison, Mayor Stromberg CALL TO ORDER Chair Gardiner called the meeting to order at 7:00 p.m. in Council Chambers, 1175 E. Main Street. APPROVAL OF MINUTES Study Session - July 20, 2015 Motion: Landt moved to approve the Minutes as amended for July 20, 2015. Shaw seconded the motion. The vote was all yes. Study Session - Auqust 17, 2015 Motion: Shaw moved to approve the Minutes as presented. Lewis seconded the motion. Discussion Black asked that the statement "Black argued against design guidelines" be changed to "Black argued against design standards." Black noted that this was a substantive change. Landt asked that the statement "Landt shared a conversation about developing new sources of revenue for APRC projects. He stated that Ashland City Administrator Kanner was present at a recent subcommittee meeting where one of the topics of conversation was how to generate revenues. Kanner indicated that if the TOT (Transient Occupancy Tax, an economic driver for the community) were used and set up a project budget earmarked for Lithia Park in the CIP (capital improvement plan), funds would be transferred directly to APRC without the usual fees charged by the City of Ashland." be changed to "Landt shared a conversation he had with David Kanner at a recent subcommittee meeting about developing new sources of revenue for APRC, who told him a TOT could be earmarked for Lithia Park capital improvement projects, thus potentially increasing net APRC funding instead of a new funding source simply resulting in a decrease in revenue from property taxes." Motion: Shaw moved to approve the Minutes of August 17, 2015 as amended. Landt seconded the motion. The vote was all yes. Regular Meeting -August 31, 2015 Motion: Landt moved to approve the Minutes of August 31, 2015 as presented. Miller seconded the motion. The vote was all yes. 11 P a g e APRC Regular Meeting - September 28, 2015 PUBLIC PARTICIPATION/OPEN FORUM Gayle Patton, 822 Michelle Avenue, was called forward. Ms. Patton highlighted her credentials and background, stating that she had been involved with the Rogue Valley tennis community for the past 30 years. She noted that the Hunter Park courts were heavily used by people of all skill levels. One court at the Park was also currently shared with bike polo enthusiasts, thus restricting the court's availability for tennis. Patton reported that using the court for bike polo had resulted in deep scratches or divots on the court's surface and other issues, including a breakdown of the equipment for net removal and set-up. Patton suggested that polo players work with the City and APRC to develop an alternative venue for their sport. She noted the precedent set by tennis players who worked together to develop and implement a plan toward improved tennis court amenities in Hunter Park. Nancy Walz, 1973 Crestview, was called forward. Ms. Walz agreed with Ms. Patton's points and noted that the mechanism for working the nets had been damaged because of frequent net removals for bike polo games. She observed that there were times when tennis players had to wait for a court to become available and/or play tennis without a net. Paul Bingham of California Street was called forward. Mr. Bingham talked about his involvement with the polo community and their efforts to play the sport in a responsible manner. After providing a brief history about the sport and noting its growing international popularity, he voiced interest in working with APRC and the tennis community to resolve any concerns. Kristina LeFever, 2359 Blue Sky Lane, was called forward. Ms. LeFever noted that she was speaking on behalf of the newly formed committee called Advocates for Healthy Landscapes (AHL), as a subcommittee member of Bee City USA and as a member of Pollinator Project Roque Valley. LeFever highlighted APRC's Integrated Pest Management program and the resulting decrease in APRC's reliance on harmful pesticides. She explained that AHL would attend the October 5 City Council study session to ask the City to issue a Resolution encouraging residents to discontinue the use of glyphosates and 2 4-D pesticides in favor of safer alternatives. LeFever explained the rationale for limiting the Resolution to the two types of pesticides, noting that the products were ubiquitous and marketed as reasonably safe, when in fact glyphosates (included in a commonly used product called Roundup) was carcinogenic along with 2-41D (included in a commonly used product called Crossbow). She stated that AHL not only wanted to raise awareness about the dangers of the products, they also hoped to educate Ashland's residents about the extent of harm caused by these pesticides, and how to utilize alternative methodologies. LeFever requested a motion from APRC that relayed support for AHL in requesting the Resolution from the City by championing AHL and its mission. 2 1 P a g e APRC Regular Meeting - September 28, 2015 ADDITIONS OR DELETIONS TO THE AGENDA There were none. UNFINISHED BUSINESS There was none. NEW BUSINESS • Garfield Park Master Plan (Action) Black displayed the most recent version of the Garfield Park Master Plan, stating that a final review of each element was warranted, followed by a more detailed discussion of funding options. The Garfield Park Master Plan was said to include improvements to existing park uses in addition to a few new uses. The 2015 - 2017 budget for capital improvements included replacing the existing Splash Pad, at an estimated cost of approximately $550,000. The volleyball court was also slated for refurbishment with $10,000 budgeted. Consideration was then given to upgrading or refurbishing other elements in the Park to achieve economies of scale and funding efficiencies. The proposed Master Plan included: • Refurbishment of the Basketbe 11 Court to convert the Court to a regulation-sized arena with five- foot boundaries, new breakaway baskets and acrylic backboards. • Refurbishment of the Volleyball Court while extending the sand area and replacing the existing wooden retaining wall with a concrete seating wall for participants and spectators. • Development of a new Cascade-Siskiyou Scenic bikeway shelter that would include a water station, a bike fix-it station and,a kiosk with maps and brochures designed to showcase Ashland to out-of-town cyclists. • Two picnic shelters. • An improved and enlarged Splash Pad for interactive play among children. • Development of an off-leash dog area. • Infrastructure repairs, enlarged tree planters and other miscellaneous improvements. The new bikeway shelter was initiated in response to a State-sanctioned scenic bike route promoted by Travel Oregon, with Garfield Park serving as the starting and ending point for the route. It was stated that the Park is heavily used, not only locally but regionally. People come to enjoy the facilities, gather for birthday parties anti picnics and participate in family activities. The park currently has few picnic tables and no shelters; therefore, the two proposed shelters and picnic tables could be a welcome addition. A fenced and underutilized 25' X 100' space at the back of the park was discussed as a possible off-leash dog area that could serve as an alternative to keeping dogs on leash in the park. The small space was considered an ancillary area to the park, not designed to take the place of Ashland's dedicated dog parks. Black emphasized that this area drew email commentary as well as public commentary because of the area's close proximity to residential properties. A future hardscape expansion area adjacent to the playground was set aside in the Master Plan for future development. Other areas such as the grassy play area, the playground and the restrooms would remain 3 P a g e APRC Regular Meeting - September 28, 2015 I the same. One new sidewalk beginning on California Street with access from the bike shelter was proposed. The bikeway shelter would a"so have paved access from the parking lot. The Garfield Park Master Plan has been re-configured to provide a larger planter area for the Japanese Maple nearby. Black stated that APRC would do everything possible to protect the existing trees in the park. He stated that there was no guarantee the trees would remain vibrant once construction began but it was hoped that the efforts to shelter the trees would preserve them. The budget for the project was broken out as follows: Splash Pad $ 503,000 Basketball Court $ 54,100 Picnic Shelters $ 63,500 Miscellaneous Construction $ 106,000 (includes irrigation) Mobilization Fee $ 21,798 Contingency 72,660 $821,058 Discussion among Commissioners Black recommended approval of the proposed plan or adoption of a modified plan. Action would need to be taken as soon as possible in order to complete the project in time for the 2016 summer season. Shaw noted that a footbath station with an outdoor shower feature was planned near the volleyball court. Black noted that the station was included in the Miscellaneous Construction budget. Dickens relayed that all construction and equipment costs wire also incorporated into the cost projections. Landt noted that the vendor for the Splash Pad was Vortex and he asked whether the company had been selected through a competitive bid process. Black replied that the State had selected Vortex through a competitive bid process. He said State law allowed local jurisdictions to waive the local requirement for a competitive bid process if using a company previously vetted and deemed qualified by the State. PUBLIC COMMENT Ivy Ross, 55 California Street, was called forward. Ms. Ross stated that she had been a resident of Ashland for eighteen years, living near Garfield Park for the last five. Her background included dog psychology and training. Ross spoke against the proposed dog mark, indicating that it was unwise to allow several dogs off-leash in close quarters, without stringent safety measures in place. She noted the large numbers of small children in the park and commented that the combination of small children and unknown dogs could become volatile. She described the current use of the proposed dog park area, stating that children often climbed the trees in the space and the area functioned as a buffer zone for nearby residents. She explained that the corner adjacent to the space was already congested with student housing traffic, a parking lot, garbage collections and families entering and exiting the park. Adding barking dogs to the mix could overwhelm the area. Rick Sparks, 61 California Street, was called forward. Sparks pointed out potential conflicts between condominiums and their owners living no more than ten feet away from the adjacent proposed dog area. He emphasized the importance of the space as a buffer zone 4 1 P a g e APRC Regular Meeting - September 28, 2015 and expressed a concern about an impact upon property values if barking dogs were in that vicinity. He suggested moving the proposed off-leash area to the E. Main Street side of the park, where dogs could be more easily watched, and the noise and odors would not immediately affect residential properties. Janet Sonntag, 47 California Street, was called forward. Ms. Sonntag presented a study compiled by Veterinary Behavioral Medicine in Davis, California. The study outlined parameters for the establishment and maintenance of successful off-leash dog exercise areas. The study also addressed three primary concerns: the safety for both humans and animals; noise generated from a concentration of barking dogs; and sanitation issues from the buildup of feces. This dovetailed with Sonntag's own concerns about noise and safety. Quoting from the study, Sonntag noted that the first rule was to "not establish a dog park immediately adjacent to a residential area." Concerns included increased noise levels, difficulty with keeping the area clean and other maintenance complications. Sonntag also expressed concern about mature trees in the proposed off-leash area, observing that the trees took up considerable space. She described potential safety and liability issues associated with close proximity of small children and dogs. Sonntag talked about the factors that led her to purchase her townhouse adjacent to Garfield Park. She stated that the proposed dog park would ruin the peace and enjoyment of her home. Lynn Asch, 45 California Street, was called forward. Ms. Asch talked about the townhomes directly facing the southern boundary of the park where the dog area was proposed, emphasizing the close proximity. She said the distance from the fence line of the proposed dog park to her outside deck was twenty feet. She asked the Commission to consider the impact of several barking dogs close by. Additionally, the fence separating the park area from residential property was four feet tall, creating a safety hazard if dogs were to jump the fence. Carl Lukens, 43 California Street, was called forward. Mr. Lukens expressed appreciation for Garfield Park, noting the joys of living close by. Lukens highlighted a water quality study measuring the water quality of Ashland Creek and Bear Creek. He stated that there was a measurable impact on water quality close to the dog park on West Nevada Street. He expressed a potential concern about the residue of dog feces and urination overtime in the proposed small dog park. Paul Bingham, 55 California Street, was called forward. Mr. Bingham noted that his house was ten feet from the dog park. He described the potential danger of a toddler putting hands through a fence connected to a dog area with unsupervised dogs. Bingham highlighted dog fights as another possible danger and asked about the enforcement of regulations governing dog parks. Finally, he stated that the proposed dog park would fundamentally impact how he lived his life on his property. Brint Borgilt, 13350 Hwy 66, was called forward. Borgilt spoke on behalf of his father who is the Chairman of the 5 Turret Townhouse Owners Association. 5 1 P a g e APRC Regular Meeting - September 28, 2015 He noted that the preceding testimony had been abundant in negative responses to the proposed dog park. Borgilt stated that both he and his father were adamantly opposed to the proposed dog park at Garfield Park. Motion: Shaw moved to approve the Garfield Park Master Plan as presented, with the exception of the dog park. Miller seconded. Gardiner called for further discussion. Discussion among Commissioners Shaw acknowledged the testimony of neighbors near the proposed dog park, suggesting that other options should be considered for the area. He noted that the completion of the lower Clay Street dog park would alleviate some concerns. Black explained that the dog park was initially planned as a measure to prevent dogs from running off-leash in other areas of Garfield Park. He too recommended moving forward without the proposed dog use area. He emphasized the enhancements planned for Garfield Park, stating that the improvements would add to Garfield Park's reputation as a great park. Landt expressed his appreciation for members of the public speaking about their concerns and stressed the value of additional perspective. He noted that similar concerns would probably be voiced by neighbors when the dog park off lower Clay Street was built. Landt said he had been willing to give the proposed dog park atrial period with an evaluation in a year's time, as that method provided a mechanism for ending the process. Lewis noted that the issues of proximity and the necessity for a buffer zone resonated with him, adding that even without the dog park, other proposed improvements would add to a great park. Landt explained that the Master Plan was conceptually a good plan, but that in his opinion, there were some issues that still needed resolution. Landt suggested that the proposed new walkway near the volleyball court terminating at the bike shelter would create a bottleneck through the shelter. He stated that the walkway should instead connect directly to the sidewalk. The bike shelter should be adjacent to the sidewalk as well. Leaving the setback in place would create a small area of grass that would need special care. The proposed placement of the picnic shelters would cause a similar issue. Landt stated that irrigation and labor-intensive edging for small grassy areas in Garfield Park and throughout the parks system could increase future maintenance costs. Landt stated that APRC was currently Working on landscape and park maintenance guidelines that would clarify some of these issues, thereby creating guidance for better traffic flow and detailing ways to avoid future maintenance increases. Because on the deficiencies he listed, Landt indicated he would vote against approval of the Master Plan. Black replied that he was in agreement with the repositioning of the sidewalk and picnic shelters. He explained the rationale for the bike shelter setback, noting that the setback served a function as well. The intent was to entice bicyclists who were new to the area to enjoy the park in its entirety. Black differentiated the Master Plan from a more detailed site plan. The Master Plan suggested general locations for uses such as the picnic shelters, whereas a site plan would show the exact measurements to 6 1 P a g e APRC Regular Meeting - September 28, 2015 scale. The site plan was geographically a much closer view. Black stated that approval of the Master Plan would allow the project to move forward in seeking financing prior to beginning construction. Lewis noted that approval of the Master Plan would move the project forward without jeopardizing a compromise on the issues. In reply to a question by Shaw, Black relayed that a refined site plan would be reviewed by the Commission for a final opportunity to provide input or make changes. Motion: Shaw moved to approve the Garfield Park Master Plan as presented with the exception of the dog park. Miller seconded. Roll call vote: Gardiner, Lewis, Miller and Shaw voted yes. Landt voted no. The motion passed. • Discussion and Possible Approval of Garfield Park Bonding (Action) Black reiterated that the Master Plan detailed components of the plan. The cost estimate for the Splash Pad was based on a site plan while cost estimates for other uses were best estimates. The current proposed budget was $821,058. Black indicated that the additional agreed-upon projects would increase the project budget by approximately $300,000. Black explained that all elements of the project would be funded by Food and Beverage tax (F & B) funds. Because the funding was not available in a lump sum, temporary financing must be secured. The most suitable options for funding included the issuance of a bond, a bank loan or a line of credit. Revenue Bond Revenue bonds are used for public infrastructure and can be paid back with money from the F & B tax. The City Council would issue the bond and ;APRC would receive the proceeds. Associated costs for issuance of a bond are as yet unknown. There is an issuance fee and requirements for a debt reserve. The timeframe for funding is 120 days. Bank Loan An issuance fee of $20,000 is the norm for funding with a bank loan. Bank loans for public infrastructure are unsecured as long as there is a demonstrable source of repayment (F & B tax monies). The rate of interest for borrowing approximately $822,000 would be between 2'/4 % to 3% depending upon the term. Banks prefer seven- to ten-year terms, although a fifteen-year term might be preferable to APRC. Black explained that fifteen years would be the longest term the APRC could finance because the source of repayment (F & B funds) would sunset in 2030. Bank Line of Credit Bank lines of credit provide a funding limit with the ability to draw down the balance as needed. The interest rate changes over time unless converted into a term loan. APRC's financial advisors indicated that converting a line of credit to a bank loan would not be advisable. Black provided a graph depicting the repayment schedule of all current APRC obligations in addition to the proposed funding for Garfield Park. Clay Street financing of $108,000 would be paid off in 2017. Payments due for the Calle Guanajuato project were set at $45,000 annually, retiring in 2028. $85,000 would be the estimated annual payment for Garfield Oark beginning in 2017 and ending in 2038. Discussion among Commissioners Landt asked whether there were additional commitments requiring F & B funds as a source of repayment. 7 1 P a g e APRC Regular Meeting - September 28, 2015 Black noted that the current CIP budget ended in 2017. Because the adopted CIP budget spanned just two years, projects earmarked for future development were not linked to a source of repayment. Obligations such as real estate purchases were repaid with other sources of funding. Further discussion focused on the extent of current obligations. Lewis commented that the amount of debt was reasonable and would allow future Commissions room to develop future projects as well. In reply to a question by Gardiner about a source of funding for the first Garfield Park bond or loan payment, Black replied that $50,000 was currently available along with the $10,000 budgeted for the volleyball court upgrades. To make up the shortfall of approximately $25,000, money would have to be borrowed from another project in the CIP. One example would be to use a portion of the $70,000 set aside for the Butler-Perozzi Fountain. Black recommended a motion to authorize Ashland City Council to seek a source of funding for Garfield Park that would provide funds at the lowest cost, in the most expeditious manner. Further discussion focused upon the most advantageous rates and terms. The pros and cons of various terms were debated. Landt noted that there was approximately $400,000 in F & B funds, available in today's dollars to fund Garfield Park improvements. He stated that the money spent on the project could be justified given the regional importance of the park. Motion: Landt moved to direct staff to acquire the financing for the purpose of funding improvements for Garfield Park in the most advantageous manner. Lewis seconded. The roll call vote was all yes. SUBCOMMITTEE AND STAFF REPORTS • Senior Center Program Presentation Dials reported that the Senior Program Manager was not available to give her presentation; however, she would provide a detailed report in the future. In her stead, Dials said the Ashland Senior Program operates Monday through Friday from 8:30 a.m. to 3:30 p.m. Approximately 100 people visit the Senior Center per day, looking for a meal, asking about available resources, attending special events or requesting assistance for themselves or their loved ones. In 2014, 16,170 meals were provided. In addition, a staff outreach worker provides in-home assessments to evaluate conditions in seniors' homes and to offer additional assistance. In 2014, approximately 1,100 contacts were made per month in response to requests for information and referrals. The Senior Center offers day trip programs, such as trips to the Craterian Theater, tours of Harry and David and many others. Dials noted that a donated wheelchair-accessible van was available to transport up to seven people per trip. Because of the limited capacity, a larger bus was noted on a future wish list. The Center administers the Ashland L&N Income Energy Assistance Program (ALIEAP) beginning this year on October 1st. Qualified recipients would receive a credit on their electric bill. A staff member from the Utility Department helped to screen applications. Last year, 520 applications were received and 480 applications were approved. I 8 1 P a g e APRC Regular Meeting - September 28, 2015 Senior Center recreation program offerings include line dancing, card games, computer instruction, Tai Chi, Yoga and movies. Special programs include talks sponsored by Habitat for Humanity about assistance for seniors in need of critical home repairs as well as livability options courtesy of a grant provided through the City of Ashland. Dials said Dodson welcomed Commissioner visits or requests for Senior Program tours located at 1699 Homes Avenue at any time during regular working hours. Daniel Meyer Pool End of Season Report (Information) Dials introduced Recreation Manager Lonnie Flora, noting that his responsibilities were diverse: overseeing the seasonal Daniel Meyer Pool and Ashland Rotary Cenennial Ice Rink; providing programs at The Grove; and hiring, training and managing seasonal recreation staff. She voiced appreciation for Flora's excellent work and described improvements he initiated in 2015, including new metal lockers and new benches in both the men's and women's locker rooms at the pool. Flora presented his end-of-season pool report. Staffing levels were reported as twenty-two part-time swim instructors, lifeguards, and water fitness; instructors, with one full-time manager. In 2015, staff participated in 53 hours of training, including weekly; in-services for skills development, and certification programs for swim instructors. All end-of-season swim instructors received positive evaluations. Flora outlined the diverse selection of programs offered at the pool, including accommodations for a Master Swimmers program, the hosting of Pool to Path races, an extensive lineup of lap swim programs, water fitness programs, water polo, and kids' polo games. With extended hours of operation, the pool was available for private swim lessons, a swim team camp and a mentorship program for swim instructors. One program highlight, "Island Night," drew 60 participants. The special event included hula performances, a live band, a photo booth and a free corn munity hula workshop. Based on the inclusion of all pool programs, categories and services, the 2015 season saw an increase over 2014. The numbers were not as significant in the recreational swimming category, probably due to decreased air quality from forest fires. Water polo, lap swim, toddler and senior programs all posted gains. Expenses decreased with the exception of labor costs; revenues increased substantially. Dials highlighted consistent growth in seasonal pool usage during the four years under Flora's supervision. She stated that she would challenge any pool in the state to match the amount of diverse program offerings provided at the Daniel Meyer Pool Miller expressed appreciation for accommodating the Master Swimmers programs. Shaw asked whether lengthening the season would be feasible. Flora replied that the 2015 season was extended by two weeks. He stated that extending the season depended upon the weather, availability of staff and attendance levels. Landt inquired about the availability of financial markers. He stated that the ratio measuring the percent of expenses offset by revenue would be helpful. Dials replied that a detailed report would be forthcoming but that Flora's numbers did not include thelRecreational Manager's time or any supplies and maintenance costs. Lewis asked about increased labor costs. Flora explained that wages for second-year instructors were increased over their first year of employ'nent. In addition, the extended season added to staffing expenses. 9 1 P a g e APRC Regular Meeting - September 28, 2015 • Audit Update Black noted that the Request for Proposals for an APRC Performance Audit would be published in the near future following a final review. 1 ITEMS FROM COMMISSIONERS Dials reminded those present that the Annual Bear Creek Salmon Festival would be held Saturday, October 3, from 11:00 a.m. to 4:00 p.m.at North Mountain Park. She extended an invitation to all. UPCOMING MEETING DATES Study Session: October 19, 2015 @ The Grove, 1195 E. Main Street, 7:00 p.m. Regular Meeting: October 26, 2015 @ Council Chambers, 1175 E. Main Street, 7:00 p.m. ADJOURNMENT There being no further business, the meeting was adjourned at 9:01 p.m. Respectfully submitted Betsy Manuel The Minutes are not a verbatim record. The narrative has been condensed and paraphrased to reflect the discussions and decisions made. Ashland Parks and Recreation Commission Study Sessions, Special Meetings and Regular Meetings are digitally recorded and available upon request. 10 1 P a g e APRC Regular Meeting - September 28, 2015 Page 1 / 1 ASHLAND PARK COMMISSION NUMBER . 20 E MAIN ST DATE F~o 21 ASHLAND, OR 97520 11/19/2015 05 (541) 488-5300 VENDOR: 004715 SHIP TO: HAWKINS DELAFIELD & WOOD LLP 28 LIBERTY STREET 42ND FLOOR NEW YORK, NY 10005 FOB Point: Req. No.: Terms: net Dept.: Req. Del. Date: Contact: Lee Tuneberq Special Inst: Confirming? NO Quantity Unit Description Unit Price Ext. Price Estimate of potential qeneral bond 4,500.00 counsel services to June 30, 2016 for Garfield Park Letter of Enqaqement dated October 12, 2015 SUBTOTAL 4,500.00 BILL TO: TAX 0.00 FREIGHT 0.00 TOTAL 4,500.00 Account Number Project Number Amount Account Number Project Number Amount E 411.12.00.00.70420 E 000060.999 4,500.00 Authdrrzed Signature 1 VENDOR COPY FORM #3 CITY OF ASHLAND REQUISITION Date of request: 11/12/2015 Required date for delivery: Vendor Name Hawkins Fialri R Wnnri I I P Address, City, State, Zip 200 SW Market Street. Suite 350 Contact Name & Telephone Number Portland, Oregon 97201 Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑x Reason for exemption: Attorney ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or ro osal attached ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5.000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency X Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost Estimate of potential general bond counsel services to June 30, 2016, for Garfield Park.. $4500.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal $4500.00 Project Number 00060.999 Account Number 411 -12 -00 -00 -704200 Account Number Account Number `Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes /No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. Employee: Lee Tuneberg Department Head: Lee Tuneberg' (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year YES / NO ~--1~ Finance Director- (Equal to orgreater than $5,000) Date' Form #3 - Requisition