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Attachment I 6.1 B <br /> �'age 10 <br /> Scope of Services <br /> NGK&E shall provide legal servi.ces in connection with the authorization, issuance, <br /> sale, execution and delivery of the Obligations (the "Transaction"). Such services sha11 include, <br /> but not be limited to, the following: <br /> a. Conferring and consulting with the officers, administrative staff, <br /> fmancial advisor, underwriter and other representatives of the City in connection with the <br /> preparation and formulation of the Transaction. <br /> b. Attendance at alI meetings of the City and any administrative <br /> meetings at which the Transaction is to be discussed or otherwise deemed necessary for the <br /> proper planning af the Transaction,vvhen requested to attend such meetings by the City. <br /> c. Preparation of the Resolution of Issuance, security documents and <br /> all other resolutions, agreements, notices and other documents necessary far the proper conduct <br /> and consummation of the Transaction. <br /> d. A review of all financial docwnents for legal sufficiency. <br /> e. Review of the official stateinent or disclosure document in <br /> connection with the Transaction to assure the disclosure of all material facts within the <br /> knowledge of the City. <br /> f. Review of the continuing disclosure agreement of the City. <br /> g. Preparation of an incumbency certificate, an arbitrage certificate, <br /> and any and all other closing documents required of the City to accompa�iy delivery of the <br /> financing documen.ts. <br /> h. Preparation of documentation and assistance in obtaining credit <br /> enhancement and/or a rating on the Ohligations if such a rating is sought. <br /> i. Attendance at and supervision of the closiiig, 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 uicome taaces, as the case may be, and approving in all respects <br /> the Iegality of all proceedings for the authorization,issuance, sale and delivery of the Obligations <br /> and other agreements relating to the Transaction. <br /> j. Preparation of a transcript of the closing of the Transaction. <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 /> 1 <br /> 23I57G_1.DOC <br /> _ __._ <br />