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• AGREEMENT FOR BOND COUNSEL SERVICES THIS AGREEMENT, made this 23rd day of March, 1998, between the City of Moscow, Latah County, Idaho (the "City"), and the law firm of Moore & McFadden, Chartered, 999 Main Street, Suite 910, 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, lssuance, sale, and deli very of general obligation bonds to be issued for the acquisition and construction of a public swimming pool, and costs incidental thereto. Section 2: BOND COUNSEL SERVICES Bond Counsel shall be primarily responsible for rendering the following legal services: Advise the City concerning the legal requirements applicable to the issuance and sale of bonds. 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 bonds. 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 bonds. Provide such legal guidance and assistance, supervision and consultation, conduct such proceedings, and provide such opinions, as may be appropriate. Prepare such notices of public sale of the Bonds as may be appropriate. Supervise the printing and delivery of bonds to purchaser and prepare all necessary closing documents. Assemble and examine a transcript concerning all proceedings taken in connection with the issuance and sale of bonds. 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 general 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. Page 1 98-07 ---PAGE BREAK--- Section 3: COMPENSATION For rendering the services set forth in Section 2 hereof, Bond Counsel shall recelve from the City compensation in the amount of Six Thousand Five Hundred Dollars 500 .00) Such compensation shall be paid solely from the proceeds of such bonds, when available, and shall be due following delivery of the bonds. Bond Counsel shall also be reimbursed for direct out-of pocket expenses, including 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, fax and photocopying expenses incurred in performance of its duties hereunder. In the event 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 $500 total fee), and for direct out-of-pocket expenses incurred. Section 4: ADDITIONAL SERVICES Services in addition to Bond Counsel responsibilities provided for in Section 2 above may be performed by Bond Counsel upon specific direction of the City. For such additional services, including, but not limited to, any litigation services, Bond Counsel shall be compensated separately, and shall account and bill for such services separately at the hourly rate normally charged by Bond Counsel for the service of the attorneys performing such work. IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. CITY OF MOSCOW ayor MOOREMcFADDEN, CHARTERED By {j}_Jj Michael C. Moore