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<br />Attachrœnt 1 A <br /> <br />e. Review of the official statement or disclosure document in <br />connection with the Transaction to assure the disclosure of all material facts within the knowledge <br />ofthe City. <br /> <br />f. <br /> <br />Review of the continuing disclosure agreement of the City. <br /> <br />g. Preparation of an incumbency certificate, an arbitrage certificate, and <br />any and all other closing documents required of the City to accompany delivery of the financing <br />documents. <br /> <br />h. Preparation of documentation and assistance in obtaining credit <br />enhancement and/or a rating on the Obligations if such a rating is sought. <br /> <br />i. Attendance at and supervision of the closing, and issuing the legal <br />opinion of NGK&E stating that the interest payments with respect to the Obligations is exempt <br />from present Federal and State income taxes, as the case may be, and approving in all respects the <br />legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations and <br />other agreements relating to the Transaction. <br /> <br />J. <br /> <br />Preparation of a transcript of the closing of the Transaction. <br /> <br />k. Conferring and consulting with City officials and agents with regard <br />to any problems which may arise prior to the maturity of the issuance. <br /> <br />1. Providing any other necessary services, including ongoing monitoring <br />of the Transaction after the sale of the Obligations and assistance to the City regarding the <br />Transaction, generally expected of NGK&E not listed above. <br /> <br />2. Compensation. For provision of the services to be rendered pursuant <br />to this Agreement relating to the financing of the Project, the City shall pay NGK&E a fee of <br />$45,000. The City shall also reimburse NGK&E for any out-of-pocket expenses incurred by it in <br />the course of this engagement, such as reproduction and printing costs, word processing time, <br />long distance telephone calls, travel at the request of the City and similar items, in an amount not <br />to exceed $3,000. Said fee and reimbursement are payable only upon issuance of the Obligations, <br />and shall be paid from proceeds thereof. <br /> <br />In the event NGK&E is requested to perform additional work outside of its normal <br />and customary services as bond counsel, such as litigation, NGK&E will be paid additional <br />compensation therefor following the submission of monthly, itemized bills at the hourly rate of the <br />attorney performing such services; provided, however, there shall be no additional compensation <br />due NGK&E under the paragraph without the prior approval of the City. <br /> <br />3. Assignment. This Agreement may be assigned by the City to any other <br />issuer of the securities as may be necessary to consummate the Transaction, without the consent <br />of but with notice to NGK&E. <br /> <br />Attachment 1 A-2 <br />