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HomeMy Public PortalAboutResolution 29-92 Approving an agreement for bond counsel services and authorizing the mayor and city clerk to execute the same RESOLUTION NO. 29-92 A RESOLUTION OF THE CITY OF MCCALL, VALLEY COUNTY, IDAHO, APPROVING AN AGREEMENT FOR BOND COUNSEL SERVICES AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE SAME WHEREAS, the City of McCall, Valley County, Idaho (the "City") , has determined to create a local improvement district and to issue its local improvement district bonds for certain street improvements and costs incidental thereto; and WHEREAS, the City is desirous of retaining Michael C. Moore of the law firm of Davis Wright Tremaine, of Boise, Idaho, as bond counsel to the City for services in connection with the creation of said local improvement district and the issuance, sale, and delivery of bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MCCALL, IDAHO, as follows: Section 1: The Agreement for Bond Counsel Services between the City and Michael C. Moore of Davis Wright Tremaine, of Boise, Idaho, a copy of which agreement is annexed hereto and by reference made a part hereof, be, and the same is hereby, approved, and the Mayor and City Clerk are hereby authorized and directed to execute the same on behalf of the City. Section 2: This Resolution shall take effect and be in force from and after its passage and approval. DATED this 9th day of July, 1992. CITY OF MCALL Valley County, Idaho By '. Mayor ATTEST: City Clerk AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT, made this 9th day of July, 1992, between the City of McCall, Valley County, Idaho (the "City") , and Michael C. Moore of the law firm of Davis Wright Tremaine, 702 W. Idaho Street, Suite 700, Boise, Idaho 83702 ("Bond Counsel") . Section 1: PURPOSE OF EMPLOYMENT The City hereby employs Bond Counsel to perform and render legal assistance and advice relative to the formation of, confirmation of assessments for, and the authorization, issuance, sale, and delivery of bonds (the "Bonds") to finance the improve- ments within, proposed Local Improvement District No. 1 ("L.I.D. No. 1") of the City for certain street improvements. Section 2: BOND COUNSEL SERVICES Bond Counsel shall render the following legal services: (a) Advise the City concerning the legal requirements applicable to the creation of L.I.D. No. 1 and the levy of assessments to pay for the costs and expenses of the acquisitions and improvements therein. (b) Advise the City concerning the legal requirements applicable to the issuance and sale of the Bonds. (c) Provide representation of Bond Counsel, when requested by the City, at all meetings and hearings held by the City in connection with the creation of L.I.D. No. 1, the levy of assessments, and the issuance and sale of the Bonds. (d) Prepare all ordinances, resolutions, notices, and any other legal documents necessary for the proper conduct of proceedings for the creation of L.I.D. No. 1, the levy of assessments therein, and for the authorization, issuance, sale, and delivery of the Bonds. (e) Advise with respect to the giving of statutory notices of hearing and the conducting of such hearings as are required by law. (f) Provide such legal guidance and assistance, supervision, and consultation, including advice with respect to applicable federal income tax laws and federal securities laws, and conduct such proceedings and provide such opinions as may be appropriate. Page 1 (g) Supervise the printing and delivery of the Bonds to the purchaser and prepare all necessary closing documents. (h) Assemble and examine a transcript concerning all proceedings taken in connection with the issuance and sale of the Bonds. (i) Upon completion of the proceedings to Bond Counsel's satisfaction, provide its legal opinion approving in all regards the legality of all proceedings had for the creation of L.I.D. No. 1, the validity and enforceability. of assessments levied upon the real property within L.I.D. No. 1, and the authorization and issuance of the Bonds, and opining that interest on the Bonds is excluded from gross income for purposes of federal and State of Idaho income taxation (except for certain corporations) . Section 3 : COMPENSATION For rendering the services set forth in Section 2 hereof, Bond Counsel shall receive from the District compensation in the amount of Five Thousand and 00/100 Dollars ($5, 000.00) . Said compensation shall be paid solely from the proceeds of such Bonds, when available, and shall be due following delivery of the Bonds. Bond Counsel shall also be reimbursed for direct out-of-pocket expenses, including necessary travel and lodging expenses incurred in attending meetings conducted by the District or other meetings relating to the Bond proceedings, as well as long distance telephone, special messenger or air courier service, and photocopying expenses incurred in performance of its duties hereunder. In the event the Bonds are not issued, sold, and delivered, Bond Counsel will be reimbursed only at the hourly rate normally charged by Bond Counsel for services actually rendered, and for direct out-of-pocket expenses incurred. Section 4: ADDITIONAL SERVICES Services in addition to Bond Counsel responsibilities provided for in Section 2 above may be performed by Bond Counsel upon specific direction of the City. For such additional services, including, but not limited to, any litigation services, Bond Counsel shall be compensated separately, and shall account and bill for such services separately at the hourly rate normally charged by Bond Counsel for the service of the attorneys performing such work. Page 2 IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. CITY OF MCCALL Valley County, Idaho —gig OF 44 By Mayor ATTEST: bAr ASRAP:Sai-7.P City Cler DAVIS WRIGHT TREMAINE By ,/ �-��w/ Michael C. Moore Page 3