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<br />EXHIBIT "A" <br /> <br />Scope of Services <br /> <br />Nossaman, Guthner, Knox & Elliott, LLP (NGK&E) shall provide legal services in connection with the <br />authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction"). Such services <br />shall include, but not be limited to, the following: <br /> <br />a. Conferring and consulting with the officers, administrative staff, financial advisor, underwriter and <br />other representatives of the City in connection with the preparation and formulation of the <br />Transaction. <br /> <br />b. Attendance at all meetings of the City and any administratiye meetings at which the Transaction <br />is to be discussed or otherwise deemed necessary for the proper planning of the Transaction, <br />when requested to attend such meetings by the City. <br /> <br />c. Preparation of the Resolution of Issuance, security documents and all other resolutions, <br />agreements, notices and other documents necessary for the proper conduct and consummation <br />of the Transaction. <br /> <br />d. A review of all financial documents for legal sufficiency. <br /> <br />e. Review of the official statement or disclosure document in connection with the Transaction to <br />assure the disclosure of all material facts within the knowledge of the City. <br /> <br />f. Review of the continuing disclosure agreement of the City. <br /> <br />g. Preparation of an incumbency certificate, an arbitrage certificate, and any and all other closing <br />documents required of the City to accompany delivery of the financing documents. <br /> <br />h. Preparation of documentation and assistance in obtaining credit enhancement and/or a rating on <br />the Obligations if such a rating is sought. <br /> <br />i. Attendance at and supervision of the closing, and issuing the legal opinion of NGK&E stating that <br />the interest payments with respect to the Obligations is exempt from present Federal and State <br />income taxes, as the case may be, and approving in all respects the legality of all proceedings for <br />the authorization, issuance, sale and delivery of the Obligations and other agreements relating to <br />the Transaction. <br /> <br />j. Preparation of a transcript of the closing of the Transaction. <br /> <br />k. Conferring and consulting with City officials and agents with regard to any problems which may <br />arise prior to the maturity of the issuance. <br /> <br />I. Providing any other necessary services, including ongoing monitoring of the Transaction after the <br />sale of the Obligations and assistance to the City regarding the Transaction, generally expected <br />of NGK&E not listed above. <br /> <br />Compensation <br />For provision of the services to be rendered pursuant to this Agreement relating to the financing of the <br />Project, the City shall pay NGK&E a fee of $40,000, which includes reimbursement to NGK&E for any <br />out-of-pocket expenses incurred by it in the course of this engagement, such as reproduction and printing <br />costs, word processing time, long distance telephone calls, travel at the request of the City and similar <br /> <br />8 <br />