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A G R E E M E N T Wt>st One Bank. lcidho. N A. Post Offin· Box 824 7 Boise. Idaho 83733 208 383· 7000 Jf.EST(JNE BANK AGREEMENT, made this itt.h._ day of September , 1991 between CITY OF MOSCOW, IDAHO, herein referred to as "City, " and WEST ONE BANK, IDAHO, N . A. , herein referred to as "Advisor." WITNESSETH: WHEREAS, the City is contemplating the holding of a special election for the purpose of issuing general obligation bonds to provide funds to purchase, acquire and install certain capital equipment and improvements that the City provides for the Moscow Volunteer Fire Department. WHEREAS, the City deems it to be in its best interest to employ the service of a qualified financial advisor to advise on financial matters of importance to the proposed project, including preparation of supporting data, and to assist in the marketing of bonds arising from the project at the lowest practicable interest rate and benefit to the system's users. NOW, THEREFORE, the parties agree: FIRST: Advisor shall provide the City with financial advisory services for the issuance of general obligation bonds for the purpose of providing funds to purchase, acquire and install certain capital equipment and improvements that the City provides for the Moscow Volunteer Fire Department, which services shall include the following: A. To aid the City in the selection of a nationally recognized bond counsel who will prepare in cooperation with the City's attorney the bond approving documents, sale and delivery of bonds, including the rendering of opinion relative to validity and tax exemption. B. To be available to the City, its consulting engineer( s) and other agents, for consultation and conference at times and places mutually agreed upon throughout the bond proceedings. C. Prepare financial information and schedules necessary to acquaint the City with the feasibility of the various forms of financing available by state law to the project including interest rate and marketing factors and tax rate or user fee cost. ---PAGE BREAK--- D. Advise the City on the timing of a bond sale including financial or accounting factors of importance to the proper marketing of bonds such as the need for special audits, the bond maturity schedule adjustments, early call features, registration provisions, paying agency and trusteeship detail, interest rate limitations, bond delivery procedures, prudent investment of bond monies, and similar technical matters. E. Work with the City and area financial institutions in the development of interim financing, if needed. F. Prepare an official statement to be nationally distributed to a comprehensive list of prospective bond underwriters, banks and financial institutions. Said official statement will contain, among other things, the economic and financial background and resources of the City, and such other engineering, legal and statistical matters as experience has shown to be desirable in securing the broadest bidding interest among underwriting syndicates. G. In preparation for the bond sale, the Advisor will consult with the City concerning market conditions, advertising in financial journals and information to prospective bidders, investment rating services and similar measures designed to stimulate and broaden interest in the bonds to be sold. H. Provide a qualified representative at the bond sale to aid the City in the computation of the bid or bids and the competitiveness of the best bid. I. Supervise the printing and delivery of bonds to the successful bidder and aid the City in the proper employment of bond proceeds. SECOND: The City's obligation shall include the following: A. To cooperate with the Advisor in the proper development of the project and provide all pertinent information needed to provide full disclosure to the marketplace. B. The City will employ a nationally recognized firm of bond attorneys and utilize the services of the City's attorney. C. The City will pay for all costs of legal advice, printed matter, advertising, engineering, bond rating, bond printing, required audits and other professional services incurred by the City to expedite the project. D. Upon sale and delivery of bonds in an amount ranging from $800, 000 to $1,000, 000, more or less, arising from the project, pay the Advisor the sum of $5,000 for a single bond issue. E. If the bonds are issued in more than one series, pay the Advisor an additional fee not to exceed $3,000 for each series issued. F. If no bonds are issued, the City shall pay for the Advisor's out-of pocket expense, said sum not to exceed $500. ---PAGE BREAK--- THIRD: From the fee so paid to the Advisor, pursuant to paragraph 11SECOND-D and SECOND-E, 11 the Advisor shall pay for the following items of expense: issue. A. The cost of printing an official statement of facts pertaining to the bond B . The cost of mailing the official statement extensively throughout the nation, plus telephone calls to interested bond underwriters and the necessary secretarial and travel expense. C. Time and material costs incurred by the Advisor. FOURTH: In the event the City, for whatever reason, does not issue the bonds, the City shall have no obligation to pay the Advisor the $5,000 fee so referred in paragraph "SECOND-D11 above. FIFTH: It is expressly understood the Advisor's services do not cover any matters constituting the practice of law. SIXTH: This Agreement constitutes the entire agreement of the parties, and there are no other understandings or agreements between the parties. SEVENTH: This Agreement shall be binding upon the successors and assigns of the parties hereto. IN THE WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CITY OF MOSCOW, IDAHO ATTEST: WEST ONE BANK, IDAHO, N.A. By tà EÄ .Å H:7.: if m a _ _ _ Vice President Public Finance :