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FY2013-21 Agreement For Bond Counsel Services – 2013 General Obligation School Bonds – File No. 4101.6003 With Wolforth Brecht Cartledge And Brooking( �73a� WD -al WOHLFORTHBRECHT I CARTLEDGE BROOKING A PROFESSIONAL CORPORATION Julius J. Brecht '�`ELEPH 0 N Cheryl Rawls Brooking ATTORNEYS AT LAW 0 7 .2 7 6.6 401 Cynthia L. Cartledge ioh.aal Gatti 904 WEST 6TH AVENUE, SUITrz 600FACSIMILE Maty B. Pinkel 9 3 Eric ohlfor�th ANCHORAGE, ALASKA 5 -2048 9 0 7. 2 7 6. 5 0 EB IIF - W, TT . aft January 9, 2013 Mr. Karleton Short, Finance Director Kodiak Island Borough - 710 Mill Bay Road Kodiak, AK 99615 Mr. Charles Cassidy, Administrative Official Kodiak Island Borough o Mill Bay Road Kodiak, AK 99615 Rei Agreement for Bond Counsel Services 2013 General Obligation School Bonds Our File No. 41:01.6003 Dear Karl and Bud: Thank you for selecting Wo lfert , Brecht, Cartledge & Brooking to provide bond counsel services, The purpose of this engagement letter is to set forth certain matters concerning the services we will perform as bond co sel to the Kodiak Island Borough (the "Borough") 1n connection with the issuance of the Borough's bonds identified above. SCOPE of ENGAGEMENT We expect to perform the following duties with regard_ to each issuance of bonds: 1: Subject to the completion of proceedings to our satisfaction, render our legal opinion (the "Bond inion") regarding t o validity and binding effect of th-e t-ebonds, the source of payment and security for the bonds, and the excludability of interest, if applicable, on the bonds from gross income for federal and State of Alaska income tax purposes. 2. Prepare and review documents necessary or appropriate to the authorization, issuance end delivery o the Borough's bonds, and coordinate the authorization and execution of such documents, Mr. Karleton Short, Finance Director Mr. Charles Cassidy, Administrative Official January 9, 2013 Page 3. Assist the Boroughs in seeking from other governmental authorities such approvals, permissions and exemptions as we determine are necessary or appropriate in connection with the authorization, issuance and delivery of the Borough's bonds, except that we will not be responsible for any required bWe sky filings. , Review legal issues relating to the structure of the bond issue. 5. Review those sections of the official statement, private Placement memorandum or other form of offering or disclosure document to be disseminated in connection with a sale of the bonds involving authority for the bonds, legal opinion, and tax exemption. 6. Draft the continuing disclosure undertaking of the Borough, if needed. '. subsequent to ClOsing, we will nail the appropriate 8038 Internal Revenue Service Form, and prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Borough's bonds. Our opinion (the 'Bond inion") for the bonds will be addressed to the Borough and will be delivered by us on the date the bonds are exchanged for their purchase price (the "Closing"). The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond Opinion, we will: rely upon the certified proceedings and other certifications of public officials and other persons furnished. to us without undertaking to verify the same by independent investigation, and we i.11 assume continuing compliance by the Borough with appficable laws relating to the bonds. We will rely on you to provide us with complete and timely Information on all developments pertaining to any aspect of the bonds ds anal their security. We understand that you will direct members of your staff and other employees of the Borough to cooperate with us in. this regard. In rendering our Bond opinion, we will expressly rely upon certifications provided by Borough employees on behalf of the Borough. The Borough is our client and ars attorney-client relationship exists between us. We assume that all other parties will retain such counsel as they deem necessary and appropriate to represent their interests in each bond transaction. I will serve as your primary attorney contact in this rater and the lead secretary w4l be Donna Charter. Other attorneys and staffareavailable s needed. As you are aware, Cindy Cartledge of our office represents the Alaska Municipal Bond Bank as bond counsel, We do not beiieve such representation will adversely affect our a it -it r to represent you as provided in this letter, because such matters are not adverse to our representation of you, and the potential for adversity is remote or minor. Execution of this letter will signify the Issuer's consent to our representation and Mr. Karl ton Short, Finance Director Mr. Charles Cassidy, Administrative Official January 9, 201 Page 3 waiver of any potential conflicts consistent with the circumstances described in this paragraph. FEES Based upon: i our current understanding of the terms, structure, size and schedule of the financing represented by the Bonds, 4 the duties vire will; undertake pursuant to this gamt Fetter; (iii) the time we anticipate devoting to the financing; (iv) the responsibilities we will assure in connection. therewith; and v our valued relation -ship with the Borough; our fee will be $17,000 for the school: bonds. our fee may vary if material changes in the structure or schedule of the financing occur, or I other unusual or unforeseen circum -stances arise which require a significant charge in our time or responsibility. If, at any time, we believe that circumstances require a adjustment of our original fee estimate, we will advise you and prepare and provide to you an amendment to this engagement letter. In addition to the fee amount, we will expect to be reimbursed for all client charges made or incurred on your behalf, such a travel costs, photocopying, deliveries, long distance telephone charges, fifing fees, computer-assisted research and other expenses. Our fee is usually paid at the Closing, and we customarily do not submit any statement until the Closing unless there is a substantial delay in completing the financing. RECORDS At your request, papers and property furnished by you will returned promptly upon receipt of payment for outstandi.ng fees and client charges. Our own files, including lawyer work product, pertaining to each transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us in accordance with our records retention procedures. If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of this letter agreement, dated and signed by an authorized officer, retaining the origi-nal for your files. We look forward to working with you. Sincerely, WOHLFORTH, BRECHT, CARTLEDGE & BROOKING Cheryl Brooking cbrooking@akatty.com C:d 1, Ooes141016003iAmended Engagement L ter.00e Mr, Karleton Short, Finance Director Mr, Charles Cassidy, Administrative Offidal January 9, 201.3 Page ACKNOWLEDGMENT AND CONSENT The undersigned has reviewed the attached letter dated January 9, 2013$ and agrees that te law firm. of Wit, Brecht, Cartledge & Brooking provide legal services s bond counsel in the manner set forth in that letter. KODAK ISLAND BOROUGH Charl es Cass i yj Adm i n Date:.-- ATTEST- Do te, ATTEST: -01 I Pq ., �Nova Javier, B tough C1er