AgdaPkt 2004-12-06 - Laserfiche WebLink

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�� I �� `� Attachment 1 C (e) Prepare, in the event of a competitive sale, the official notice of sale and bid form and, in the event of a negotiated sale, the bond purchase contract; (f) On behalf of the City, prepare a continuing disclosure certificate of the City to assist the purchaser of the Bonds with compliance with the provisions of Securities and Exchange Commission Rule 15c2-12; and (g) Subject to the completion of proceedings to our satisfaction, provide a letter addressed to the underwriter and the City that, although we will not have undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, in the course of our participation in the preparation of the Official Statement, we have been in contact with representatives of the City and others, conceming the contents of the Official Statement and related matters and, based upon the foregoing, nothing has come to our attention to lead us to believe that the Officia! Statement (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book-entry system, as to which we will express no view) as of the date of the Official Statement or the date of the closing contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Com�ensation. For the services set forth under Section 1, Attorneys shall be paid compensation in the amount of $30,000, including costs. Payment of said fees and expenses shall be entirely contingent, shall be due and payable upon the delivery of the Bonds and shall be payable solely from the proceeds of the Bonds and from no other funds of the City. 3. Termination of Aareement This Agreement for Legal Services may be. terminated at any time by the City, with or without cause, upon thirty (30) days' written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall, at the option of the City become its property and shall be delivered by Attomeys. 4. Exceotions. Attomeys' services pursuant to this Agreement shall not include the following: a. providing a legal opinion approving the legality of the proceedings relating to the Bonds or regarding the exemption of interest thereon from taxation; b. any services rendered in any litigation involving the City or the financing proceedings relating to the Bonds; and c. on-going advice and preparation of necessary documentation in respect of reporting requirements of the Securities and Exchange Commission. Attachment 1 C-Appendix B-2