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FY2013-05 Wohlforth/Brech/Cartledge/Brooking - Bond CounselCIO"" H ING A PROFESSIONAL CORPORATION Julius J. Brecht 'TEL EPSNI 0 NE Cheryl Rawls, Brooking ATTORNEYS AT LAW 907-276.6401 Cynthia L. Cartledge Michael Gatti 900 WEST 6TH AVENUE, SUFTE 600 F A C S I M I L E Leila R. Kimibrell 9 0 7276.5093 Mary B. Pinkel ANCHORAGE, ALASKA 99501-2048 Eric E. WoNforth W EE S I T E WWW.AKATTY.-COM Mrnance Directo . Karleton Short, Fi' KodJak Island Borough 710 Mill Bay Road Kodiak,, AK 9196115 Mr., Bud Cassidy, Acting Borough, M anager Kodiak Island Borough 7101 Mill Bay, Road' Kod ia.k,, AK 9196 15, Re Agreement. for Bond Counsel Services, 2012 Long Term Care, Center Revenue, Bonds Our File Noi. 4101 .6004 Thank you for selecting Woh1forth, Brecht, Cartledge & Brooking tol provilde bon I * ' counsel! services,. The, purpose olfthis engagement letter is to set forth certa,in m�after concerning the services we will perform as bond counse�l to the Kodiak Island Borioug' (the "Borough") in connection with the issuance, of the Borough's bonds, [dentifie above. I 'F1 111"Te expect to perform the following duties with regard to each issuance of'bond's-. Subject to, the completion of proceedings, to our, satisfaction,, render our legal opinionond Opinion") regarding the validity and binding effect of the bonds, the source of payment and: security for the bonds, and the excludability of' interest, for 'federal and State of Alaska income tax applicable, on the bonds, from gross income purposes. ,2. Prepare, and review doicum.lents necessary or appropriate to the authorization, issuance, and deliveryr of the Boroulgh's, bonds, and coordinate the authorization and execution of'such documents. 3. Review le,gal issues relating tof the structure of the boncl issue. Karleton Short, Finance Director Mr., Bud Cassidy, Acting Borough Manager july 18, 2012 P a g llp�X,,Iz. 14. Review those sections of the official statement, private placemen memorandum., or other 'form, of offering or disclosure document ' to be dissem I inalted i connection with a sale of the, bonds involliving authority for the bondsill, legal opinion, an tax exemption. I 5. Draft the continuing discliosu're undertaking of the Borough, if needel I da 0 a a a 46 dP Ak 0 0 0114 z 4W 0 All AI14 01 dO OF, Allk ft oft 0 0 A 0 all A W I will serve as you'r primary attorney contact, and Leila Kimbrell will be working with me, on this mafter. The lead secretary will be Donna, Charter. Other attorneys and I staff are available as needed. a IF will 9, Aft dill All W, 1W W Mr., Karleton Short, Finance Director Mr. Bud Cassidy, Acting Borough Manager July 18)i 2012 Pageo4r,'-� 2111AW-v Aft 4ft IF SITIO Ak 40 v V -lot YoU At your request, papers arInd property furnished by will be, returned promptly upon receipt of payment, for outstanding fees and cNient charges. Our own filles,j, including lawyer work product, pertaining to each transaction will beretiained by us. For variouis reasons, including the minimization of unnecessary storage expenses, wef reserve the right to dispose of any documents or other �materials retained by us, in accordance with our records retention procedures. If thel foregoing tier'ms are acceptable to you, please so indicate by returning the tnclosed copy of this letter agreement, dated and signedauthorized officer, retaining the original for your files. We look forward to work.in,g with you. 9= 41161m 103imml 1 LA - Cheryl Bro ing cbrookingi@akatty.corn CAB:1dc, JADocs\4'1016004\Engagemen1 Letter,Docx Mr., Karleton Short, Finance ;Director Mr. Bud Cassidy, Acting Borough Manager july 18, 2012 Page,I, The undersigned has rev'ewed the attached letter dated July 18, an* agrees that the law firm of Wohlfofrth Brecht, Cartledge & Brooking provide lega,, services as bond counsel in the manner, set forth in that letter. rilill or A00<1 BudCassildy, Acting Borough, e , Date,,-,