SA Agmt 2014 Jones Hall - Laserfiche WebLink

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SECTION 3. Duties of Attorneys as Disclosure Counsel. In addition to their duties as Bond Counsel to the Successor Agency, Attorneys shall do, carry out and perform all of the. following services as Disclosure Counsel to the Successor Agency in connection with the issuance of the Bonds: • Participating in the preparation of the Official Statement by consulting with representatives of the Successor Agency, the underwriter and others, gathering information for disclosure in the Official Statement, and having primary responsibility for drafting the Official Statement. • Performing due diligence sufficient to render the opinion set forth below. • Rendering an opinion to the Successor Agency and the underwriter, of the Bonds stating that based upon Attorney's participation in the preparation of the Official Statement, nothing has come to their attention to lead them to believe that the Official Statement (except for any financial statements and the financial' and statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and The Depository Trust Company and its book -entry system and information in the Appendices, as to which Attorneys are not required to express a view) as of the date of the Official Statement or the date of closing of the Bonds 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. • Such additional legal services as are customarily rendered by disclosure counsel on comparable financing transactions. SECTION 4. Compensation. (a) Bond Counsel Services. For the services of Attorneys listed in Section 1 in connection with Bond Counsel services rendered for the issuance of each series of Bonds, the Successor Agency will pay Attorneys a fee calculated as a percentage of the principal amount of such series of Bonds, as follows: 1% of the fist $1 million principal amount of Bonds, plus 1/2% of the first $5 million principal amount of Bonds, plus 1/4% of the next $5 million principal amount of Bonds, plus 1/8% of the remaining principal amount of Bonds (b) Disclosure Counsel Services. For the services of Attorneys listed in Section 2 as Disclosure Counsel in connection with the issuance of each series of Bonds, the Successor Agency will pay Attorneys a flat fee equal to $35,000. (c) Expense Recovery. In addition to the foregoing fees, Attorneys will be reimbursed for direct out-of-pocket expenses for travel outside the State of California -3-