25B - AGMT - FINANCING FIRMS - Laserfiche WebLink

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Section 1. Duties of Attorneys. Attorneys shall provide legal services, as bond counsel, in connection with the authorization, issuance and consummation of the financing proceedings relating to the 2014 Lease Financing. Such services shall include the following: (a) Confer and consult with the officers and administrative staff of the City as to matters relating to the financing proceedings; (b) Attend all meetings of the City and any administrative meetings at which any proceedings are to be discussed, deemed necessary by Attorneys for the proper planning of the financing proceedings or when specifically requested to attend; (c) Prepare any required resolutions, resolutions, notices and legal documents necessary for the proper conduct of the financing proceedings relating to the 2014 Lease Financing; (d) Review all financial documents for legal sufficiency, (e) Prepare and provide signature and no- litigation certificates, arbitrage certificates and any and all other closing documents required to accompany the 2014 Lease Financing; (f) Prepare and provide complete transcripts of the conduct of the proceedings necessary to accompany the 2014 Lease Financing; (g) Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinions of Attorneys that the interest with respect to the 2014 Lease Financing is exempt from California personal income taxation; (h) Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinions of Attorneys approving the legality of the proceedings relating to the 2014 Lease Financing; and (i) Confer and consult with City officials and agents with regard to problems which may arise during the servicing and payment of the 2014 Lease Financing. Section 2. Compensation. (a) If it is determined that the 2014 Lease Financing will include only the refunding of the 1994 Bonds, for the services set forth under Section 1 above, Attorneys shall be paid a flat fee of $50,000, inclusive of all out -of- pocket expenses. (b) If it is determined that the 2014 Lease Financing will include only the refunding of the 1998 COPs, for the services set forth under Section 1 above, Attorneys shall be paid a flat fee of $25,000, inclusive of all out -of- pocket expenses. (c) If it is determined that the 2014 Lease Financing will include both the refunding of the 1994 Bonds and the refunding of the 1998 COPs, for the services set forth under Section 1 above, Attorneys shall be paid a flat fee of $55,000, inclusive of all out -of- pocket expenses. -2- 25B-4