1929o
RESOLUTION NO.1929
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 $500,000 of water and sewer
revenue bonds and approximately $1,500,000 of local
improvement district bonds of the City.
WHEREAS,the City of Moses Lake,Washington,(the "City")expects to
issue and sell its water and sewer revenue bonds (the "Revenue Bonds") in the
principal amount of approximately $500,000, for the purpose of paying part of
the cost of the certain sewer and water system extensions and expects to
issue and sell its local improvement district bonds (the "LID Bonds") in the
principal amount of approximately $1,500,000 for the purpose of paying part
of the cost of street,sidewalk and related improvements in Local Improvement
District No.made or to be made within the City (the "Revenue Bonds")
and the "LID Bonds"hereinafter collectively referred to as the "Bonds"); 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 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
^J 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
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.Preparing or reviewing contractual provisions relating to
undertakings by the City to meet certain ongoing disclosure as may be
required by underwriters of the Bonds to comply with Securities and
Exchange Commission ("SEC")Rule 15c2-12 promulgated pursuant to the
Securities Exchange Act of 1934
E.Reviewing the official statements for the Bonds with respect
r to description of the Bonds and the ordinances authorizing the issuance
*<-J 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;
F.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;
G.Supervising the printing and delivery of the Bonds to the
purchaser and preparing all necessary closing documents;
H.Assembling and examining the documents which comprise the
transcript of all proceedings relating to the issuance and sale of the
Bonds;
I.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 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 the purchaser that all proceedings taken in the authorization,
issuance and delivery of the Bonds are valid,and that the interest on
Vv—^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.
Section 2.Compensation.As compensation for performance of the
services set forth above, the City agrees to pay to Van Winkle the following:
A.Revenue Bonds.As compensation for performance of the
services set forth above with respect to the Revenue Bonds, an amount
determined by the following schedule:
Issue Size Special Counsel Fee*
$250,000 $7,085
500,000 8,055
750,000 8,765
B.LID Bonds. As compensation for performance of the services
set forth above with respect to the LID Bonds, an amount determined by
the following schedule:/
Issue Size Special Counsel Fee*
$1,000,000 $7,480
{J 1,500,000 8,035
1,750,000 8,375
* If the final size of the respective Bond issue is other
than the amounts shown,the fee will be determined by
interpolation and rounded to the nearest $5.00.
C.Out-of-Pocket Expenses.In addition to the foregoing fees,
the City agrees to pay out-of-pocket expenses for photocopying,long
distance telephone charges,and binding of transcripts which counsel 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 Revenue
and LID Bonds are approved at the same City Council meeting and if the
respective Bond issues are delivered in Seattle).
D.Ongoing Services.If legal services are requested by the City
while any of the Bonds remain outstanding with regard to the City*s
undertakings with respect to SEC Rule 15c2-12,the City agrees to pay
special counsel at the then applicable hourly rate of the attorney
providing such services (currently $100.00 per hour if provided by Van
Winkle),payment to be in accordance with statements rendered by Van
Winkle.
Compensation pursuant to Subsections A, B and C of 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 for each Bond issue of all
proceedings relating to authorization, issuance, sale and delivery of the
respective Bond issue.
Special Counsel Employment Resolution —Page 2 RESOLUTION 1929
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 28th day of November ,1995.
CITY OF MOSES LAKE,WASHINGTON
\J
ATTEST:
flUfr;^iC
City Clerk
APPROVED AS TO FORM?
/City Attorney
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Special Counsel Employment Resolution —Page 3 RESOLUTION 1929