Resolution - 2007 - 29 - Approve And Agreement For Bond Counsel Services - 10/24/2007
RESOLUTION NO. 07-29
A RESOLUTION OF THE CITY OF EAGLE, ADA COUNTY, IDAHO, APPROVING AN
AGREEMENT FOR BOND COUNSEL SERVICES, AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE SAME, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Eagle, Ada County, Idaho (the "City"), has determined to create a
local improvement district and to issue local improvement district bonds for a certain public project
and costs incidental thereto; and
WHEREAS, the City is desirous of retaining the law firm of Moore Smith Buxton & Turcke,
Chartered, of Boise, Idaho, as bond counsel to the City for services in connection with the creation of
the local improvement district and the issuance, sale, and delivery of bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EAGLE, ADA COUNTY, IDAHO, as follows:
Section 1: The Agreement for Bond Counsel Services between the City and Moore Smith
Buxton & Turcke, Chartered, of Boise, Idaho, a copy of which agreement is annexed hereto and by
reference made a part hereof, 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 ~day of October, 2007.
CITY OF EAGLE
Ada County, Idaho
BY~
Mayor
~
.......
ATTEST:
Page I
Ml~. -K ~n~
-City Clerk
AGREEMENT FOR BOND COUNSEL SERVICES
THIS AGREEMENT, made as ofthe~ day of October, 2007, between City of Eagle, Ada
County, Idaho (the "City"), and the law firm of Moore Smith Buxton & Turcke, Chartered, 950 W.
Bannock Street, Suite 520, Boise, Idaho 83702 ("Bond Counsel").
Section I: 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 improvements within Local Improvement District
No. 2007-1 ofthe City for certain public 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 ofthe
local improvement district 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 the local
improvement district, 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 the local improvement
district, the levy of assessments therein, and for the authorization, issuance, sale, and
delivery ofthe 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.
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(g) If the Bonds are sold on the public bond market, provide assistance to the City's
financial advisor or bond underwriters in the preparation of an official statement or
other disclosure materials for use in connection with the sale of the Bonds
(h) Supervise the printing and delivery of the Bonds to the purchaser and prepare all
necessary closing documents.
(i) Assemble and examine a transcript concerning all proceedings taken in connection
with the issuance and sale of the Bonds.
(j) 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
the local improvement district, the validity and enforceability of assessments levied
upon the real property within the local improvement district, and the authorization
and issuance ofthe Bonds, and opining that interest on the Bonds is excluded from
gross income for purposes of federal and State ofIdaho income taxation (except for
certain corporations).
Section 3: COMPENSATION
Bond Counsel shall be compensated as follows:
(a) For rendering the services set forth in Section 2 hereof, Bond Counsel shall be
compensated by the City for services actually performed at the usual hourly rate
(currently $205 per hour for Michael C. Moore, $185 per hour for Tammy A. Zokan)
of the attorneys performing the services. The hourly rates of attorneys are set at the
beginning of each calendar year and the hourly rate for services performed shall be
the hourly rate set for the year in which services are performed.
(b) 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 City 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.
(c) Bond counsel services and out-of-pocket expenses shall be billed following the
month said expenses are incurred and shall be due and payable when billed.
(d) Payment is due within thirty (30) days of receipt of the bill.
Section 4: EXCLUSIONS
Services of Bond Counsel do not include any litigation services, services of an engineering or
accounting nature (such as preparation of an assessment roll), financial advisory services, preparation
of an official statement or other disclosure documents (except such portions thereof as are
customarily prepared by bond counsel), or services customarily provided by general counsel. It is
recognized and understood by the parties that there are no warranties or guarantees that an
assessment roll will be confirmed in any particular amount, or that any individual assessment will be
confirmed in any particular amount, it being recognized by the parties that any such confirmation is
subject to notice, hearing, City Council's discretion, and appeal to the District Court pursuant to
statute.
Section 5: TERMINATION
Upon completion of the proceedings set forth in Section 2 and upon the issuance of the
Bonds, this agreement shall terminate, except for payment of the fees and costs as set forth in Section
3 above. This agreement may also be terminated by either party upon the giving of not less than
thirty (30) days' written notice.
IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year
first above written.
CITY OF EAGLE
Ada County, Idaho
BY_~~
Mayor
-:h-
ATTEST:
~~(~g/~~
./ City Clerk
MOORE SMITH BUXTON & TURCKE,
CHARTERED
~c::r~
my ~. kan
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