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CITY OF MOSCOW Latah County, Idaho SPECIAL SERVICES CONTRACT (General Obligation Bonds) THIS CONTRACT is made on August aiJ , 2001 between the City of Moscow, (the "City"), of Latah County, State of!daho, acting by and through its duly authorized officers, and Preston Gates & Ellis LLP, 1200 Ironwood Drive, Suite 315, Coeur d'Alene, Idaho 83814 ("Bond Counsel"). Section I: 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 general obligation bonds (the "Bonds") of the City to be issued to acquire, construct and equip a new fire station to serve the residents of the City. Section 2: BOND COUNSEL SERVICES Bond Counsel shall be primarily responsible for rendering the following legal services: 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. Advise with respect to the giving of statutory notices of hearing and the conducting of such hearings, if any, as are required by law. 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 issuance and sale of the Bonds, when appropriate and when so directed by the City. Review the transcripts relating to the issuance by the City of all outstanding obligations; review the covenants, terms and conditions applicable to such financing as they relate to the financing to be undertaken. 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. - I . 2001-38 ---PAGE BREAK--- Provide such opinions as may be appropriate for the obtaining of federal loan financing assistance for the project, if applicable. Supervise the printing and delivery of the 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 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 authorization and issuance of the Bonds, and opinion that interest on the Bonds is except from federal income tax. Section 3: COMPENSATION For rendering the services set forth in Section 2 hereof in conjunction with a bond issue in the aggregate principal amount of approximately Two Million Five Hundred Thousand Dollars ($2,500,000.00), Bond Counsel shall receive from the City compensation in the amount of not greater than Seven Thousand Seven Hundred Fifty Dollars ($7,750.00). If the dollar value of tbe time spent by bond counsel, at the normal hourly rates of bond counsel, is less than $7,750.00, then the City shall only be billed that amount. Said 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 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 Bond proceedings, as well as long distance telephone, special messenger or air courier service, and photocopying expenses incurred in performance of its duties hereunder. In no event shall costs charged on tbis financing exceed Four Hundred Fifty Dollars ($450.00) absent express approval of the City. In the event the election is not successful and the Bonds are not issued, there shall be no charge to the City for services, but the City does agree to reimburse Bond Counsel for its out-of pocket expenditures. 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, 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: - 2- ---PAGE BREAK--- f Negotiate, or assist in negotiations, of the acquisition of any easements, lands or rights, or in any eminent domain proceedings. threatened. Perform ancillary legal work in connection with litigation, pending or 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. Section 5: EXCEPTIONS Specifically excepted from this Contract are any services by Bond Counsel that are engineering, architectural or accounting in nature. IN WITNESS WHEREOF, the parties hereby have executed this contract the day and year first above written. Christine Bainbridge, City Cler APPROVED: PRESTON GATES & ELLIS LLP 11 Michael C. - 3 -