2001RESOLUTION NO.?nm
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOSES LAKE,
WASHINGTON,RETAINING SPECIAL COUNSEL FOR CERTAIN SERVICES IN
CONNECTION WITH PROCESSING A UNITED STATES FARMERS HOME
ADMINISTRATION LOAN AND AUTHORIZING AND ISSUING NOT TO EXCEED
$3,000,000 OF LIMITED TAX GENERAL OBLIGATION BONDS AND BOND
ANTICIPATION NOTES OF THE CITY THEREFOR.
U ecitals:
1.The City of Moses Lake Washington,expects to issue and sell its limited
tax general obligation bond or bonds evidencing a loan from the United
States Department of Agriculture,Farmers Home Administration in the
principal amount of not to exceed $3,000,000 for the purpose of
constructing,furnishing and equipping a fire station for the city and
one or more bond anticipation notes to provide interim financing for the
fire station project.
2.Rose Marie Van Winkle, a sole practitioner,specializes in providing
legal advice with respect to governmental financing of this type.
3.The legal opinions of Preston Gates & Ellis are nationally recognized by
investors in municipal securities.
4. It is deemed in the best interests of the city that counsel experienced
in such matters be retained to provide special counsel services.
Resolved:
1.Rose Marie Van Winkle,sole practitioner,and the law firm of Preston
Gates &Ellis are hereby retained as special counsel for the city to
provide the following services and are authorized to take all action
(.deemed by such counsel to be necessary and prudent incident to the
\_/authorization,issuance,sale and delivery of the FmHA Bonds and the
bond anticipation notes (BANs).
A.Consulting with the city and the FmHA District Director and
advising the city regarding the legal requirements applicable to
processing the loan through FmHA and issuing the Bonds and BANs,
including compliance with the Internal Revenue Code of 1986.
B.Providing representation of special counsel at all meetings and
hearings relating to the improvements or the financing when
appropriate or requested to do so.
C.Preparing the ordinances,resolutions,notices and other documents
necessary for the loan processing and authorization,issuance and
delivery of the Bonds and BANs.
D.Reviewing any disclosure statements for the Bonds and BANs with
respect to description of the loan agreement,the Bonds or BANs and
the ordinances authorizing the issuance thereof and with respect to
applicable legislation,but such services shall not include any
written opinion regarding the completeness or accuracy of any
disclosure statement.
E.Providing other legal services and assistance,supervision and
consultation and such opinions as may be appropriate to facilitate
and effectuate the completion of the loan and issuance of the Bonds
\-J and BANs.
F.Supervising the printing and delivery of the Bonds to FmHA and the
BANs and preparing all necessary closing documents.
G.Assembling and examining the documents which comprise the
respective transcript of all proceedings relating to the closing of
the loan and issuance of the Bonds and the BANs.
EMPLOYMENT RESOLUTION (FmHA Loan)-Page 1
2.
exclusion of interest on the obligations from gross income for
federal income tax purposes have been met,providing the legal
opinion of Preston Gates &Ellis to the city and FmHA that all
proceedings taken in the authorization,issuance and delivery of
the Bonds and/or BANs are valid,and that the interest on such
obligations is excluded from gross income subject to the
qualification that such exclusion will be maintained only if the
expectations of the city at the time of issuance,as certified in
a "tax certificate,"actually occur.
As compensation for performance of the services set forth above,the
city agrees to pay to Van Winkle the following:
A.As compensation for performance of the services set forth above^
the amount determined as set forth below.If the final size of 1
Bond issue is less than $500,000,said fee will be reduced at trie
rate of $1.50 per $1,000 of principal,but such fee shall not be
less than $4,000.
Issue Size
$500,000
1,000,000
1,500,000
3,000,000
Amount of Fee*
$5,000
5,975
6,535
8,260
* For an issue size between any two of the stated
issues sizes, the actual fee will be determined by
interpolation and rounded to the nearest $5.
B.As compensation for parformance of such special counsel services
for each issue of BANs,an amount which is two-thirds of the fee
set forth in Section 2.A.of this resolution for the FmHA bond
rounded to the nearest $5,but such fee shall not be less than
$2,665.
C. In addition to the foregoing fees,the city agrees to pay for each
issue out-of-pocket expenses for photocopying,long distance
telephone charges,and binding of transcripts which counsel m^v
incur in the performance of the foregoing services,plus any tra\
expenses (which is expected to be one trip to the city for eac.i
issue of BANs or Bonds and if the Bonds are delivered in Seattle).
Compensation pursuant to this section shall become due and payable only
if the BANs or Bonds are issued and delivered.
3.The city also agrees to provide counsel with a complete certified
transcript of all proceedings relating to authorization,issuance,sale
and delivery of BANs and/or the Bonds.
4.Van Winkle and Preston shall determine between themselves the division
of specific duties hereunder;and Van Winkle shall be solely responsible
for remitting to Preston compensation for services hereunder pursuant to
an agreement between said law firms, to which the city is not a party.
Adopted by the City Council on NOVEMBER 12 1996.
ATTEST:
4JMavferf -DARYU44T JACKSON
Finance Director -W
APPROVED AS TO FORM:
ty Attorney -JAMES A.WHITAKER
EMPLOYMENT RESOLUTION (FmHA Loan)-Page 2 RESOLUTION 2001