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Res 1228 - Agmt Preston Bond Se COUNCIL BILL NO. 1535 RESOLUTION NO. 1228 A RESOLUTION ENTERING INTO A PROFESSIONAL SERVICES AGREEMENT WITH PRESTON THORGRIMSON SHIDLER GATES AND ELLIS, ATTORNEYS, FOR BOND COUNSEL SERVICES. WHEREAS, the voters of the City of Woodburn have authorized the City of Woodburn to issue general obligation bonds for the purpose of constructing an aquatic center, and WHEREAS, it is necessary and prudent for the City to employ a law firm to act as bond counsel, render a legal opinion as to the bonds, and assist with other aspects of the bond sale, and WHEREAS, Richard D. Roberts of Preston Thorgrimson Shidler Gates and Ellis is qualified to provide the necessary services, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City enter into an professional services agreement with Preston Thorgrimson Shidler Gates & Ellis to allow Richard D. Roberts to serve as bond counsel, and that the mayor is authorized to sign said agreement on behalf of the City. Section 2. That a copy of said agreement is attached hereto and, by this reference, incorporated herein. / Approved as to form?l~ ~~ 1- / S" _'1 'f City Attorney (~ / y~;: I APPROVED: ~ ~ Len Kelley, Mayor Passed by the Council April 11, 1994 Submitted to the Mayor Apri 1 12, 1994 Approved by the Mayor April 12, 1994 Filed in the Office of the Recorder April 12, 1994 ATTEST: 11"~~ Mary nant, Deputy Recorder City of Woodburn, Oregon Page 1 - Council Bill No. 1535 Resolution No. 1228 ..__ ..-. ..~... _._-T-'*-...._-,..__.~.,~~ ,'_.'_....m_~.._"._. -_,~"'~--.~--'..._~-~,- PRESTON THORGRlMSON SHIDLER GATES & ELLIS '\ 3200 U.S. Bancorp Tower III S.W. Fifth Avenue Portland. OR 97204-3688 Telephone: (503) 228-3200 fa<:simile: (503) 248-9085 ATTORNEYS AT LAW March 24,1994 Mary Tennant City Records City of Woodburn 270 Montgomery Street Woodburn, OR 97071 Subject: City of Woodburn, General Obligation Bonds, Series 1994 Dear Mary: Congratulations on a successful bond election. This letter describes the duties and sets forth the basis of our compensation for professional services to be rendered as bond counsel in connection with the authorization, sale, and delivery of the above series of bonds by the City of Woodburn (the "Issuer") to finance construction and equipping a swimming pool complex (the "Project"). 1. Bond Counsel. We will perform all usual necessary legal services as bond counsel. Specifically, we will prepare and direct legal proceedings and perform other necessary legal services with reference to the authorization, sale and delivery of bonds, including the following: (a) Prepare resolutions and other instruments pursuant to which bonds will be voted, authorized, sold and delivered in consultation with the City, and the purchaser of the bonds; (b) Attend meetings the City to the extent required or requested with reference to the issuance of the bonds; (c) Attend meetings with prospective bond purchasers to the extent re- quired or requested, prior to the issuance of the bonds; (d) Prepare or review, as requested, the certificates, affidavits and other documents required for the bond transcript; (e) Review the printer's proofs of bonds and legal opinion; M:\RDR\WOODBURN.94\ENGLTR.DOC Anchorage. Coeur d'Alene . Seattle. Spokane. Tacoma. Washington, D.C. A Partnership Including A Proft$sional Corporation '.. ... '.. ...----.....-.--..---~.._......I.~ ..__.._".H.,..^....~ " PRESTON THORGRIMSON ~HIDLER GATES & ELLIS March 24, 1994 Page 2 (t) Prepare and coordinate the accumulation of the required closing documents; (g) Examine appropriate originals of the executed bonds and participate in the closing of the bond sale; (h) Supervise execution of the bonds and delivery thereof to the original purchasers; and (i) When so delivered, render our opinion covering the validity of the bonds and the tax-exempt status of the interest thereon under federal income tax laws. (k) Assemble and distribute transcripts to the working group. 2. Compensation. We understand that the bonds will be issued in an approximate aggregate amount of$1,755,000. As we discussed previously, our fee for bond counsel services would not exceed $5,500. The fee would be reduced if there is a substantial reduction in the amount of bonds sold. In addition to our fees for bond counsel, we require that we be reimbursed for all out-of-pocket expenses (including travel, long distance telephone charges, telecopy charges, copies, express courier charges, etc.). These will be submitted in an itemized fashion in our closing statement. The above fees do not include any services not usually performed by bond counsel prior to the issuance of the bonds, such as fees for litigation, bond preference or other bankruptcy opinions, fees for legal services involving direct responsibility for proceedings before administrative agencies, including, by way of example, the Internal Revenue Service, the Securities and Exchange Commission, fees for title examinations or title opinions, and fees for negotiating special or unusual contracts not usually prepared by bond counsel in connection with the issuance of bonds. A place is provided below for your acceptance of this agreement, and if you so agree, we ask that a copy of the letter be signed and returned to us for our files. We also enclose a transcript index listing those documents that we need to review so that we are assured of a valid election. M:\FORMS\CLlENT.DEV\ENGLT1UXX: '..'..., 'd"-' PRESTON THORGRIMSON .,h.0LER GATES & ELLIS March 24,1994 Page 3 If you have any questions concerning any portion of this letter, please call me. We look forward to working with you and the successful issuance of the bonds. Very truly yours, PRESTON THORGR~N SHIDLER GATES & ELLIS The foregoing agreement is hereby accepted on behalf of the City of Woodburn. City of Woodburn By: ~ ;(~ Title: Mayor April 12, 1994 M:\FORMS\CUENT.DEV\ENGLTR.DOC ''''- 11" I'" TRANSCRIPT INDEX $1,755,000 City of Wood bum, Oregon Marion County, Oregon General Obligation Bonds Series 1994 1. Transcript Certification. Election Phase 2. Excerpts of minutes of City Council meeting at which resolution authorizing submittal of question regarding issuance of general obligation bonds to voters, setting forth ballot title and setting election date was adopted. 3. Copy of resolution authorizing submittal of question regarding issuance of general obligation bonds, setting forth ballot title and election date. 4. Copy of notice of a special election. 5. Certificate of county elections officer stating when notice of election was received by that office. 6. Affidavit of posting of notice of bond election. 7. Certificate of county Elections Officer regarding mailing ballots. 8. Sample oath of county elections clerk. 9. Copy of ballot. 10. Abstract of election results as prepared by County Elections Officer. 11. Recorder's certificate of indebtedness. 12. Assessor's certificate ofreal market value, 13. Recorders's certificate of regular City Council meetings; quorum compliance; and policy implemented in accordance with ORS 192.640. Page 1 - Transcript Index --. .., ......"