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4616
K&L PRESTON GATES ELLIS LLP
Legal Services - Bond Counsel
Finance
LEG 12-1
02/26/2007
06/15/2011
See Contract for Compensation
Termination w/notification
Review date for tracking only
K&LIGATES
K&L Preston Gates Ellis LLP
925 Fourth Avenue
Suite 2900
Seattle, WA 98104-1158
T 206.623.7580
www.klgates.com
February 23, 2007
Ms. Laura S. Lyon
Director of Financial Services
City of Bremerton
345 Sixth Street, Suite 600
Bremerton WA 98337
Dear Laura:
This letter outlines the legal services that K&L Preston Gates Ellis would expect to
provide the City of Bremerton (the "City") as bond counsel in connection with the issuance
of bonds or other debt.
At the request ofthe City, we would be pleased to serve as bond counsel on any
issues. As bond counsel we will provide the following services:
1. Advise the City concerning the legal requirements under federal and state
laws applicable to the issuance and sale of the bonds.
2.
tax laws.
Advise the City concerning the status of interest on the bonds under federal
3. Provide representation of bond counsel at all meetings and hearings held by
the City during the period of issuance and sale of bonds when directed to do so.
4. In consultation with the office of the City Attorney, prepare the necessary
proceedings, notices and other documents necessary for authorization, issuance and sale of
the bonds.
5. Advise with respect to the giving of such notices and the conduct of such
hearings as may be required by law.
6. Advise with respect to the factual and legal disclosure required by state or
federal securities law.
7. Supervise the printing and delivery of the bonds to the purchasers and prepare
all necessary closing documents.
Ms. Laura S. Lyon
February 23,2007
Page 2
8. Assemble and examine a transcript concerning all proceedings taken in
connection with the issuance and sale of the bonds.
9. Provide advice concerning the tax-exempt status of the bonds.
10. Upon completion of all proceedings and upon our determination that all such
proceedings and the bonds are valid, provide to the City and the bond purchasers our legal
opinion approving the validity of all proceedings had for the authorization and issuance of
the bonds and their delivery and stating the status of interest on the bonds under the federal
tax laws.
11. Advice regarding the City's undertaking to provide secondary market
disclosure, as required by Securities and Exchange Commission Rule l5c2-12.
12. Prepare formation and assessment documents for local improvement districts
(LIDs) and utility local improvement districts (ULIDs) and attend hearings, if requested.
13. Provide legal advice and assistance on finance-related matters between bond
issues without additional charge.
As compensation for performing the services set forth in items 1 through 13 above for
the bonds, we would charge a fee calculated on the basis of the principal amount of bonds
actually issued, as follows:
Ms. Laura S. Lyon
February 23, 2007
Page 3
Issue Size L.I. D. Revenue General
(We draft proceedings. Fee ObliQation
measured by assessment roll.)
0-$100,000 $1,785 $900 $900
(Bank Loans)
$100,000- $1,785 + .97% of amount over $2,150 + .68% of amount over $1,190 + .375% of amount over
$500,000 $100,000 $100,000 * $100,000 *
$500,000- $5,665 + .38% of amount over $4,870 + .35% of amount over $2,690 + .18% of amount over
$2,000,000 $500,000 $500,000 * $500,000 *
$2,000,000- $11,365 + .23% of amount over $10,120 + .21 % of amount over $5.390 + .20% of amount over
$5,000,000 $2,000,000 $2,000,000 $2,000,000
$5,000,000- $18,265 + .18% of amount over $16,420 + .165% of amount $11,390 + .165% of amount over
$10,000,000 $5,000,000 over $5,000,000 $5,000,000
$10,000,000- $27,265 + .12% of amount over $24,670 + .12% of amount over $19,640 + .089% of amount over
$20,000,000 $10,000,000 $10,000,000 $10,000,000
$20,000,000- $36,670 + .11 % of amount over $28,540 + .056% of amount over
$50,000,000 $20,000,000 $20,000,000
$50,000,000 $69,670 + .057% of amount $45,340 + .028% of amount over
and up over $50,000,000 $50,000,000
*Bank loans in these ranges may be charged lower fees.
Interim Financing - 50% of regular schedule
Refundings - no change to regular schedule
Variable Rate (multi modal) Transactions - 115% of regular schedule
In addition to our legal fees, K&L Preston Gates Ellis would be compensated for
costs such as copying, courier service, travel and telephone and facsimile charges incurred in
performing any of the above services. We would charge a separate fee for preparing the
official statement in connection with a bond issue, which we would agree on in advance.
If the bonds are not issued, we will not charge for our services. We would not
perform services outside of the bond counsel services listed above without first consulting
with the City and agreeing on hourly rates.
Ms. Laura S. Lyon
February 23,2007
Page 4
You may terminate our representation at any time, with or without cause, by notifying
us.
We recognize that we are in a service business. We very much appreciate your
choice of K&L Preston Gates Ellis to serve your bond counsel needs and we will strive to
provide legal services in a manner that meets your expectations. Please call us at any time
regarding questions you may have about our services or billing practices.
If the foregoing meets with your approval, we would appreciate it if you would please
sign the enclosed copy of this letter on behalf of the City of Bremerton, and return it to us.
On behalf of all of us at K&L Preston Gates Ellis, we thank you for the opportunity to
work with you.
Very truly yours,
K&L PRESTON GATES ELLIS LLP
rLQm~ f1l. ~oaa
By
Nancy M. Neraas
NMN:cf
CITY OF BREMERTON
By ~ G S%
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H:INMNICITY OF BREMERTON CONTRACT.DOC