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K. \19406\001 01 \MCO\MCO A358P SPECIAL SERVICES CONTRACT (Special Assessment Bonds) CITY OF MOSCOW Latah County, Idaho THIS CONTRACT is made on Apr i I 16 _ 2001, between the City of Moscow, of Latah County, Idaho (the "City"), acting by and through its duly authorized officers, and Preston Gates & Ellis LLP, 1200 Ironwood Drive, Suite 315, Coeur d'Alene, Idal1o 83814 ("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 special assessment refunding bonds (the "Bonds") of the City to be issued and the proceeds applied in payment of part of the costs of consolidating the City's existing Local Improvement Districts ("LIDs") some of the outstanding Local Improvement District Bonds ("LID Bonds") of the City. 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 consolidation of the LIDs and the pledge of assessments to pay for the costs and expenses of the consolidation and refunding of the LID Bonds. Advise the City concerning the legal requirements applicable to the issuance and sale of the Bonds. Provide representation of Bond Counsel at all meetings and hearings held by the City in connection with the creation of the consolidated local improvement district ("CLID") and the issuance and sale of the Bonds, when appropriate and when so directed by the City. Prepare all ordinances, resolutions, notices, and any other legal documents necessary for the proper conduct of proceedings for the formation of the CLID, and authorization, issuance, sale and delivery of the Bonds. - I - 2001-19 ---PAGE BREAK--- Advise with respect to the giving of statutory notices of hearings and the conducting of such hearings, as are required by law. 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. Provide such opinions as may be appropriate to obtain federal loan financing assistance for the project, if applicable. Consult with the City and its financial consultant or undenniter in the preparation of an official statement (by financial consultant or underwriter) in connection with the sale of the Bonds and advise the City concerning the requirements of state and federal securities laws relating to the necessary disclosure of factual and legal information regarding such sale. This work would include due diligence review of the official statement and information relating to it to the extent deemed necessary to protect the interests of the City and all parties concerned in connection with the issuance of the Bonds. Review and draft, as necessary, bond purchase agreements and other like documents related to the issuance of the Bonds. Attend rating agency meetings and public information meetings relating to the issuance of the Bonds. Supervise the printing and delivery of the Bonds to the purchaser and prepare all necessary closing documents. Assemble and examine a transcript concerning all proceedings taken in connection with the issuance and sale of the Bonds. 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 special assessment City, the validity and enforceability of assessments levied upon the real property within the special assessment City, and the authorization and issuance of the Bonds, and opining that interest on the Bonds is exempt from federal income tax. Section 3: COMPENSATION For rendering the services set forth in Section 2 hereof, Bond Counsel shall receive from the City compensation in the amount of Five Thousand Five Hundred Dollars ($5,500.00). It is anticipated that the City will issue bonds, if the CLID is formed, in the approximate aggregate principal amount of $450,000.00. Said compensation shall be paid solely from the proceeds of ---PAGE BREAK--- such Bonds, when available, and shall be due following delivery of the Bonds. If the project is abandoned, or no Bonds are issued or loan made, no compensation shall be due Bond CounseL Bond Counsel shall also be reimbursed from the proceeds of the Bonds for direct out-of pocket expenses, including air travel, car travel and lodging expenses incurred in attending meetings conducted by the City or other meetings which are germane to the proceedings, as well as long distance telephone, special messenger or air courier service, and photocopying expenses incurred in performance of its duties hereunder. 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 prior written direction of the City. For such additional 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. Such additional services may include, but are not limited to the following: Prepare for and provide such supplemental opinions as are required of Bond Counsel by the underwriter of the Bonds in connection with their issuance; Negotiate, or assist in negotiations, for the acquisition of any easements, lands, rights or right-of-way certificates or in any eminent domain proceedings or prepare any opinions in conjunction therewith; Perform ancillary legal work in connection with litigation, pending or threatened; Prepare and obtain passage of legislation; Prepare or negotiate contracts between the City and other persons or municipalities; Negotiate with or practice before state or federal agencies; or Prepare, negotiate or review any construction contracts and related documents and execute any opinions or certificates associated with these contracts of documents. Section 5: EXCEPTIONS Specifically excepted from the Contract are any services by Bond counsel that are engineering, architectural or accounting in nature. -3 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. ATTEST: CITY OF MOSCOW, Idaho APPROVED: PRESTON GATES & ELLIS LLP fr r'l(' \ ;1 p fv__,t 0 )vcv"LAVvtX P= Michael C. dTJ!l§11 / /