Agmt10 Nossaman, LLP - Laserfiche WebLink

Browse Search

• • Exhibit A g. Preparation of documentation and assistance in obtaining credit enhancement and /or a rating on the Obligations if such a rating is sought. h. Attendance at and supervision of the closing, and issuing the legal opinion of Nossaman 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. Preparation of a transcript of the closing of the Transaction. j. Conferring and consulting with City officials and agents with regard to any problems which may arise prior to the maturity of the issuance. k. 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 Nossaman 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 Nossaman a fee of $65,000, which amount includes reimbursement 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; provided, that to the extent the developer of the Project has provided a deposit to the City to cover initial costs of forming the community facilities district, an amount not to exceed $25,000 shall be paid, but only from such deposit, in the event the Obligations are not issued. In the event Nossaman is requested to perform additional work outside of its normal and customary services as bond counsel or disclosure counsel, such as litigation, Nossaman 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 Nossaman 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 Nossaman. 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 Nossaman 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. 2 Nossaman BCounsel 1MarinaProj- ExhibitA.DOC