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RESOLUTION NO.1842
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOSES LAKE,WASHINGTON,
RETAINING SPECIAL COUNSEL FOR CERTAIN SERVICES IN CONNECTION WITH THE AU
THORIZATION,ISSUANCE AND SALE OF APPROXIMATELY $320,000 OF WATER AND SEWER
REVENUE BONDS OF THE CITY
Recitals:
1.The City of Moses Lake,Washington,expects to issue and sell its water and sewer revenue
bonds in the principal amount of approximately $320,000, for the purpose of paying part of the
cost of the improvements made or to be made in Utility Local Improvement DistrictNo. 5 of the
City.
2.Rose MarieVan 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 re
tained 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 forthe city to provide the following services and authorized to take
allaction deemed by such counsel to be necessary and prudent incident to 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.
K^J 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 legis
lation, but such services shall not include any written opinion regarding the complete
ness 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.Supervisingthe printing and delivery of the bonds to the purchaserand preparing all
necessary closing documents.
G. Assembling and examiningthe documents which comprise the transcriptof all proceed
ings relating to the issuance and sale of the bonds.
H.Upon determination by specialcounsel that all necessary proceedingsare complete,
that such proceedings and the bonds are valid,and that the laws and regulations relat
ing to exclusion of interest on the obligations from gross income for federal income tax
purposes have been met,providing the legal opinionof PrestonGates &Ellis to the city
andthe purchaser that all proceedings taken inthe authorization,issuance,and delivery
ofthe bonds are valid,and thatthe interest on such obligations is excluded from gross
incomesubjectto the qualification thatsuch exclusion will be maintained onlyifthe
expectations ofthe cityatthetimeof issuance,as certified in a tax certificate,actually
occur.
2. As compensation for performance ofthe services set forth above,the cityagrees to payto Van
Winkle the following:
A. As compensation for performance ofthe servicesset forth above,the amount of $6,780.
Ifthe final size of the bond issue is other than $320,000,said fee will be reduced or
increased at the rateof $1.30 per $1,000 of principal,but such fee shall not be less than
$6,000.
RESOLUTION 1842/Page 2
B. Inaddition to the foregoing fees, the city agrees to pay out-of-pocket expenses for
photocopying, long distance telephone charges, and binding of transcripts which coun
sel may incur inthe performance of the foregoing services, plus any travel expenses
(which is expected to be one tripto the city ifthe bonds are delivered in Seattle).
Compensation pursuantto this section shall become due and payable only ifthe bonds are
issued and delivered.
3. The city also agrees to providecounsel witha complete certified transcript of all proceedings
relating to authorization, issuance, sale and delivery of the bonds.
4. Van Winkle and Preston shall determinebetween themselves the division of specificduties
hereunder;andVanWinkle shall be solely responsible for remitting to Preston compensation for
services hereunder pursuant to an agreementbetween saidlaw firms,to whichthe cityis nota
party.
Adopted by the City Council on August 9, 1994.
ATTEST:
Finance Director
APPROVED AS TO FORM:
D
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