Agmt05 William Euphrat Municipa - Laserfiche WebLink

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Attachment 18 i. Attendance at and supervision of the closing, and issuing the legal opinion of NGK&E stating that the interest payments with respect to the Obligations is exempt from present Federal and State income taxes, as the case may be, and approving in all respects the legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations and other agreements relating to the Transaction. j. Preparation of a transcript of the closing of the Transaction. k. Conferring and consulting with City officials and agents with regard to any problems which may arise prior to the maturity of the issuance. I. Providing any other necessary services, including ongoing monitoring of the Transaction after the sale of the Obligations and assistance to the City regarding the Transaction, generally expected of NGK&E not listed above. 2. Compensation. For provision of the services to be rendered pursuant to this Agreement relating to the financing of the Project, the City shall pay NGK&E a fee of $40,000, which includes reimbursement to NGK&E for any out-of-pocket expenses incurred by it in the course of this engagement, such as reproduction and printing costs, word processing time, long distance telephone calls, travel at the request of the City and similar items. Said fee is payable only upon issuance of the Obligations, and shall be paid from proceeds thereof. In the event NGK&E is requested to perform additional work outside of its normal and customary services as bond counsel, such as litigation, NGK&E will be paid additional compensation therefor following the submission of monthly, itemized bills at the hourly rate of the attorney performing such services; provided, however, there shall be no additional compensation due NGK&E under the paragraph without the prior approval of the City. 3. Assignment. This Agreement may be assigned by the City to any other issuer of the securities as may be necessary to consummate the Transaction, without the consent of but with notice to NGK&E. 4. No Guarantees; Entire Agreement. Nothing in this Agreement and nothing in our statements to you should be construed as a guarantee or promise about the outcome of the Transaction or any phase thereof. We make no such guarantees or promises. Comments about the course or outcome of the Transaction or any phase thereof which we may make from time to time are expressions of opinion only. The written Agreement constitutes the entire Agreement between the parties hereto with respect to NGK&E services and neither party has been induced to make or enter into this Agreement by reason or promise, agreement, representation, statement or warranty other than as herein contained. 5. Other Representation. NGK&E may, from time to time, have clients with interests which may be potentially adverse to the City. NGK&E reserves the right to represent said clients except on matters directly relating to the issuance and sale of the Obligations. Prior to any such undertaking, NGK&E shall notify the City in writing. 6. Work Product. Our files developed in the course of work undertaken pursuant to this Agreement are your property. We will release those files to you or to anyone else you designate upon your written request delivered to the attorney in charge of this matter. However, such a request will signify the end of this engagement if it is then still ongoing. You agree that we may, in our sole discretion, copy all or any portion of such files at your expense and retain such copies, and that we may have a reasonable period of time before releasing the documents to you or your designee in order to make the copies. We will from time to time send portions of your files that are not currently needed to an off-site 2 231576 l.DOC