2010-8-23 regular meeting and budget workshop

Browse Search

G) Attend meetings of governing bodies of the Issuer, its staff, representatives or committees as requested. (k) After closing, we will deliver to the Issuer and the paying agent(s) definitive debt records, including a schedule of annual debt service requirements on the Obligations. You acknowledge that advice and recommendations involve professional judgment on our part and that the results cannot be, and are not, guaranteed. 3. Information to be Provided to RBC CM. You agree (upon our request) to provide or cause to be provided to us information relating to the Issuer, the security for the Obligations, and other matters that we consider appropriate to enable us to perform our duties under this Agreement. With respect to all information provided by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a form reasonably satisfactory to us) from appropriate Issuer representatives as to the accuracy of the information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from representatives of parties other than the Issuer. You acknowledge that we are entitled to rely on the accuracy and completeness of all information provided by you or on your behalf. 4. Official Statement. You acknowledge iliat you are responsible for the contents of the POSand OS and will take all reasonable steps- to ensure that the governing body of the Issuer has reviewed and approved the content of the POSand OS. You acknowledge that you are-subject to and may be held liable under federal or state securities laws for misleading or incomplete disclosure. 5. Fees and Expenses. In connection with the authorization, issuance, and sale of Obligations, you agree that our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become due and payable simultaneously with the delivery of the Obligations to the Purchaser. Our fee does not include and we will be entitled to reimbursement from you for any actual "out-of-pocket" expenses incurred in connection with the provision of our services, including reasonable travel expenses or any other expenses incurred. on your behalf. These expenses will be due and payable when presented to the Issuer, which normally will be simultaneously with the delivery of the Obligations to the Purchaser. 6. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the financing plan for Obligations covered by this. Agreement, we will be pleased to provide our assistance upon request. The nature of our assistance will be set forth in an amendment to this Agreement or in another separate document. 7. Term of Ae.reement and Waiver of Sovereie.n Immunity. This Agreement shall be for a period of 60 months (the "Term") from its date; however, this Agreement may be terminated by either party upon 30 days written notice. If neither party provides written termination prior to the end of the Term, this Agreement will automatically renew for another Term. You agree and understand that this Agreement is a contract for services and waive any claims you may have that you are immune from suit by virtue of any law, statute, or claim for any matter arising from or relating to this Agreement. Paragraphs 4, 5 (insofar as it concerns reimbursable expenses) and 8 (insofar as it concerns waiver of sovereign immunity) will survive any termination of this Agreement. FA Agreement (Combined) 03103/08