AgdaPkt 2004-12-06 - Laserfiche WebLink

Browse Search

_ 5� 1 F"-� Attachment 1 A e. Review of the official statement or disclosure document in connection with the Transaction to assure the disclosure of all material facts within the knowledge of the City. f. Review of the continuing disclosure agree�nt of the City. � g. Preparation of an incumbency certificate, an arbitrage certificate, and any and all other closing docur�ents required of the City to accompany delivery of the financing documents. h. Preparation of documentation and assistance in obtaining credit enhancement and/or a rating on the Obligations if such a rating is sought. 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 offcials and agents with regard to any problems which may arise prior to the maturity of the issuance. 1. 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 $45,000. The City shall also reimburse 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, in an amount not to exceed $3,000. Said fee and reimbursement are 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 perfornung 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. Attachment 1A-2