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FY2013-05 Wohlforth/Brech/Cartledge/Brooking - Bond CounselCIO"" 'WOHLFO,RTH BREGHT CARTLEDGE BROOKINt 1 1, 11, 111111 A PROFESSIONAL CORPORATION nance Dircto Mr. Karleton S e hort, Fi' Kodiak Island Borough 710 Mill Bay Road Kodliaki, AK 9196115 Mr., Bud Cassidy, Acting Borough, M anager Kodiak Island Borough 7101 Mill Bay, Road' Kod iak, 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 counsel services,. The, purpose olfthis engagement letter is to set forth certain mattter concerning the services we will perform as bond counsel to the Kodiak Island Borioug' (the "Borough") in connection with the issuance, of the Borough's bonds, [dentifie abov. I e . . . . .. I 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 opinion ('the "'Bond 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 documents 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 bond issue. Karleton Short, Finance Director Mr., Bud Cassidy, Acting Borough Manager july 18, 2012 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 involving authority for the bonds,, legal opinion, an tax exemption. I 5. Draft the continuing discliosu're undert.aking of the Borough, if needel I will serve as you'r primary attorney contact, and Leila Kimbrell will bel working with me, on this rnafter. The lead secretary will be Donna, Charter. Other attorneys and i staff are available as needeld. Mr., Karleton Short, Finance Director Mr. Bud Cassidy, Acting Borough Manager July 18)i 2012 Pageo4r,'-� 211"Aw-V If the foregoing terms are acceptable to you, please so indicate by returning the tnclosed copy of this letter agreement, dated and signeid bly, an authorized officer, retaining the original for your files. We look forward to working with you. 9= LA- ,Cheryl i n g cbrooking@akatty.corn CAB:1dc JADocs\4'1016004\EngagemenI 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,,-, 01