1766u
W
RESOLUTION NO.1766
A RESOLUTION of the City Council of the City
of Moses Lake, Washington,retaining special
counsel for certain services in connection
with the authorization,issuance and sale of
approximately $2,000,000 of limited tax
general obligation bonds of the City.
WHEREAS,the City of Moses Lake Washington,(the "City")
expects to issue and sell its limited tax general obligation bonds
(the "Bonds")in the principal amount of approximately $2,000,000,
for the purpose of paying part of the cost of a municipal aquatic
center for the City;and
WHEREAS, Rose Marie Van Winkle,a sole practitioner, ("Van
Winkle")specializes in providing legal advice with respect to
governmental financing of this type;and
WHEREAS,the legal opinions of Preston Thorgrimson Shidler
Gates &Ellis ("Preston")are nationally recognized by investors in
municipal securities;and
WHEREAS,it is deemed in the best interests of the City that
counsel experienced in such matters be retained to provide special
counsel services;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
of Moses Lake,Washington,as follows:
Section 1.Retention of Special Counsel.Rose Marie Van
Winkle, sole practitioner, and the law firm of Preston Thorgrimson
Shidler Gates & Ellis are hereby retained as special counsel for
the City to provide the following services and are authorized to
take all action which they deem necessary and prudent incident to
O1 the authorization,issuance,sale and delivery of the Bonds.
A.Advising the City regarding the legal requirements
applicable to the issuance and sale of the Bonds,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 authorization,issuance,
sale and delivery of the Bonds;
D.Reviewing the official statement for the Bonds with
respect to description of the Bonds and the ordinance
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 official statement;
E.Providing other legal services and assistance,
supervision and consultation and such opinions as may be
appropriate to facilitate and effectuate the issuance of the
Bonds;
F.Supervising the printing and delivery of the Bonds
to the purchaser and preparing all necessary closing
documents;
G.Assembling and examining the documents which
comprise the transcript of all proceedings relating to the
issuance and sale of the Bonds;
'^J
H.Upon determination by special counsel that all
necessary proceedings are complete,that such proceedings and
the Bonds are valid and that the laws and regulations relating
to exemption of interest on the obligations from federal
income tax have been met,providing the legal opinion of
Preston Thorgrimson Shidler Gates & Ellis to the City and the
purchaser that all proceedings taken in the authorization,
issuance and delivery of the Bonds are valid,and that the
interest on such obligations is exempt from federal income tax
subject to the qualification that the Bonds will remain tax
exempt only if the expectations of the City at the time of
issuance, as certified in an "arbitrage and tax
certification,"actually occur.
Section 2.Compensation.As compensation for performance of
the services set forth above,the City agrees to pay Van Winkle the
following:
A.Bonds.As compensation for performance of the
services set forth above,the amount of $7,255.00.
B.Out-of-Pocket Expenses. In addition to the fore
going fees,the City agrees to pay out-of-pocket expenses for
photocopying, long distance telephone charges, and binding of
transcripts which they may incur in the performance of the
foregoing services, plus any travel expenses (which is
expected to be one trip to the City if the Bonds are delivered
in Seattle).
Compensation pursuant to this Section 2 shall become due and
payable only if the Bonds are issued and delivered.
Section 3.Transcript Documents.The City also agrees to
provide counsel with a complete certified transcript of all
proceedings relating to authorization,issuance,sale and delivery
of the Bonds.
Section 4.Division of Work.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 of the City of Moses Lake,
Washington,at a regular meeting thereof held on the 14th day of
Sppt.PmhPr ,1993.
CITY OF MOSES LAKE,WASHINGTON
ATTEST:
City Clerk /IA ^
^APPROVED AS TO F0RM:L/
City Attorney