Loading...
HomeMy Public PortalAbout2024.02.12 Skinner Fawcett Engagement Letter (McCall Rev 1st Issuance)____________________ SKINNER FAWCETT LLP LAW OFFICES RICHARD A. SKINNER 250 W. BOBWHITE CT., STE 240, BOISE, IDAHO 83706 JOHN R. McDEVITT POST OFFICE BOX 700, BOISE, IDAHO 83701 RYAN M. FAWCETT TELEPHONE: (208) 345-2663 SEAN H. COSTELLO FAX: (208) 345-2668 E-MAIL: jmcdevitt@skinnerfawcett.com February 12, 2024 City of McCall, Idaho 216 East Park Street McCall, Idaho 83638 Attention: Linda Stokes, City Treasurer RE: Bond Counsel Services – City of McCall Water Revenue Bonds, Series 2024 Ladies and Gentlemen: At the request of the City of McCall, Valley County, Idaho (the “City”), we are furnishing this letter to provide the proposed terms of our engagement as bond counsel for the above referenced bonds (the “Bonds”) to be issued by the City, subject to voter approval, to: (i) finance the acquisition and construction of certain improvements to the City’s Water System (the “Project”), and (ii) pay the costs of issuance of the Bonds. This letter will serve to set forth the scope of our proposed services and the estimated fees and expenses for those anticipated services. We understand that the Bonds will be issued in an aggregate amount of up to approximately $17,000,000. Based on our understanding of this financing, we are prepared to continue furnishing bond counsel services to the City, as our client, which services will include the preparation of an election ordinance, official action resolution, and one or more bond ordinances; conferences with representatives of the City, as necessary; preparation and arrangements for proceedings for authorization, sale and issuance of the Bonds; consultations with the financial advisor, underwriter, if any, the City and its attorney and consultants regarding issuance of the Bonds; preparation of the Bonds for delivery; preparation of closing documents; subject to our review of the proceedings and in reliance on the opinion of your City attorney, the rendering of final approving opinions as to the validity of the Bonds and tax-exemption of interest thereon; and, the preparation and forwarding of final transcripts of the bond documents. Please note that our description for services does not include preparation of any offering literature for the Bonds or litigation proceedings without a separate agreement for those matters. Our engagement with respect to each issue of Bonds will end at the closing of each transaction unless additional arrangements are made in writing. Our bond opinion(s) will be based on facts and law existing as of the date of each opinion. In rendering our bond opinion(s), we will rely upon the certified proceedings and other DocuSign Envelope ID: CBB64D70-ACD9-4833-A1D2-E6A56DB90153 City of McCall February 12, 2024 Page - 2 certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the City with applicable laws relating to the Bonds. During 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 Bonds and their security. Our fees for the above-described bond counsel services for this financing are provided below: 1.Bond Counsel Fees for 2024 Special Bond Election: We currently estimate that our fees to participate in preliminary structure discussions/present to City Council, prepare the election ordinance, proposed ballot, and the necessary notices and other election documents and coordinate notice and publication with the Valley County Clerk will be up to $10,500. If any unforeseen or unusual details and/or difficulties arise in the process of preparing for the special bond election, additional fees may then become necessary above the estimated fees quoted above. However, any such necessary fee adjustment would first be discussed and confirmed with the City if those potential circumstances ever become evident to us. 2.Bond Counsel Fees for City’s Water Revenue Bonds, Series 2024: For our bond counsel services related to the issuance of the Bonds in the aggregate principal amount of up to approximately $17,000,000, we currently estimate that our fees for the bond issue will be $38,000 (which fee includes the $10,500 Special Bond Election Fee described above). These fees are estimates and depend upon the exact nature and structure of the financing. Also, the cost of any bond trustee or paying agent services, rating agency fees, and similar items, if any, are not our responsibility. If any unforeseen or unusual details and/or difficulties arise in the course of the bond transaction, or if the proposed structure of the Bond transaction is changed, or if a considerable period of time expires (e.g., one or more years from the commencement of preparing the bond documents to the issue of the Bonds) before the financing closes, additional fees may then become necessary above the estimated fees quoted above. However, any such necessary fee adjustment would first be discussed and confirmed with the City if those potential circumstances ever become evident to us. The above bond counsel fees relating to the 2024 special bond election and subsequent issue of the Bonds may be deferred and paid out of the proceeds of the issue of Bonds no later than the date of closing. If any of the Bonds are not issued for any reason, then we will be compensated by the City for services actually rendered, plus any out-of-pocket expenses incurred to that date subject to the above maximums. DocuSign Envelope ID: CBB64D70-ACD9-4833-A1D2-E6A56DB90153 City of McCall February 12, 2024 Page - 3 Assuming the above arrangements are acceptable, please execute acknowledgment below and return the same to us. We look forward to working with the City to complete a successful financing. Sincerely, SKINNER FAWCETT LLP JOHN R. McDEVITT Accepted this _____ day of ____________, 2024, by an authorized representative of the City of McCall, Valley County, Idaho. By: Title: 22 February Robert S. Giles, Mayor DocuSign Envelope ID: CBB64D70-ACD9-4833-A1D2-E6A56DB90153