Resolution - 2012 - 12-18 - Approve An Agreement For Bond Counsel Services - 08/28/2012RESOLUTION NO. 12 -18
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
conduct a special bond election on November 6, 2012, on the question of authorizing the
City to issue its general obligation bonds to finance the cost of purchasing City Hall; 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 issuance, sale, and delivery of its revenue 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 the
law firm of 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 28th day of August, 2012.
CITY OF EAGLE
Ada County, Idaho
By 0.
Ma r
ATTEST:
City Clerk
AGREEMENT FOR BOND COUNSEL SERVICES
THIS AGREEMENT, made this 281h day of August, 2012, between the City of Eagle, Ada
County, Idaho (the "City "), and the law firm of Moore Smith Buxton & Turcke, Chartered, 950 W.
Bannock St., Suite 520, Boise, Idaho 83702 ( "Bond Counsel ").
Section 1: PURPOSE OF EMPLOYMENT
The City hereby employs Bond Counsel to perform and render legal assistance and advice
relative to the authorization, issuance, sale, and delivery of the revenue bonds of the City (the
"Bonds ").
Section 2: BOND COUNSEL SERVICES
Bond Counsel shall be primarily responsible for rendering the following legal services:
(a) Advise the City concerning the legal requirements applicable to the issuance and sale
of the Bonds.
(b) Provide representation of Bond Counsel, when requested by the City, at all meetings
held by the City in connection with the issuance and sale of the Bonds.
(c) Prepare all ordinances, resolutions, notices, and any other legal documents necessary
for the proper conduct of proceedings, including election proceedings, for the
authorization, issuance, sale, and delivery of the Bonds.
(d) Provide such legal guidance and assistance, supervision and consultation, conduct
such proceedings, and provide such opinions, as may be appropriate.
(e) Prepare such notices of public sale or documents for private sale of the Bonds as may
be appropriate.
(f) Provide assistance to the City's financial advisor in the preparation of an official
statement or other disclosure materials for use in connection with the sale of the
Bonds, if required.
(g) Supervise the printing and delivery of the Bonds to purchaser and prepare all
necessary closing documents.
(h) Assemble and examine a transcript concerning all proceedings taken in connection
with the issuance and sale of the Bonds.
(i) Upon completion of the proceedings to Bond Counsel's satisfaction, provide its legal
opinion stating that the proceedings had for the authorization and issuance of the
Bonds are lawful and valid, that the Bonds are valid and lawful special obligations of
the City, and that interest on the Bonds is excluded from gross income for the
purposes of federal and State of Idaho income taxation.
Section 3: COMPENSATION
(a) For rendering the services set forth in Section 2 hereof, Bond Counsel shall receive
from the City compensation in the amount of Nine Thousand, Five Hundred Dollars
($9,500). Said compensation shall be paid solely from the proceeds of such Bonds,
when available, and shall be due following the issuance and delivery of the Bonds.
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In the event interim financing is utilized, one -half of the fee shall be due upon the
issuance of interim financing funds.
(b) Bond Counsel shall also be reimbursed for direct out -of- pocket expenses, such as
necessary travel 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, telecopying and photocopying expenses, and
similar expenses incurred in performance of its duties hereunder.
(c) In the event the Bonds are not issued, sold, and delivered, Bond Counsel will be
reimbursed only at the hourly rate normally charged by Bond Counsel for services
actually rendered (with a maximum of $1,200 total fee), and for direct out -of- pocket
expenses incurred.
(d) Payment is due within thirty (30) days of receipt of the bill.
Section 4: 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.
IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year
first above written.
ATTEST:
City Clerk
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CITY OF EAGLE
Ada County, Idaho
By
Mayor
MOORE SMITH BUXTON & TURCKE, CHARTERED
IC 1
Stephanie J. Bonney