STRADLING YOCCA CARLSON & RAUTH A PROFESSIONAL CORPORATION

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accurate nature of those portions of the Official Statement described in (d) above. In addition to the services set forth above, Bond Counsel agrees to prepare the Official Statement and will provide a letter addressed to the underwriter or purchaser of the Bonds to the effect that, to the best knowledge of Bond Counsel, the offering document (exclusive of financial, statistical and certain other information therein) does not misstate a material fact or omit a material fact required to be stated therein. Bond Counsel accepts said retention and agrees to perform, in a timely and efficient manner, all such services as may be requested by the City, 2. COMPENSATION FOR SERVICES RENDERED a. For the services related to the filing of the Validation, Bond Counsel will be paid a fee of $20,000; provided, however, if the Validation complaint is answered or the relief requested by the City is otherwise contested, any fees incurred with respect to the challenged Validation will be billed will be billed at the rate of $600 perhour for Partners and $350 for all Associates. Time will be billed in 1/10th of an hour increments. b. For the remainder of services to be rendered as Bond Counsel and Disclosure Counsel to the City in connection with the issuance of the Bonds, Bond Counsel will be paid a flat fee of $95,000. C. The fees referenced in this Section 2(a) and (b) shall be paid to Bond Counsel on the closing date and shall be payable solely from Bond proceeds; provided that, if the City does not elect to pursue the issuance of the Bonds following the filing of the Validation, the City shall pay Bond Counsel the $20,000 referenced above plus the expenses incurred as specified below and provided further that if the Validation is answered, such fees will be billed monthly and shall be payable within sixty (60) days following the receipt of each invoice. d. The fees referenced in this Section assume that the Bonds will be issued within eighteen months from the date of this Agreement. In the event the Bonds are not issued within that time, Bond Counsel reserves the right to make such modifications to the foregoing fees as the City and Bond Counsel agree, as justified by reason of increased cost to Bond Counsel and the then prevailing fees for disclosure counsel and bond counsel services for Bonds. e. The total sum to be expended under this Agreement, shall not exceed $154,500, including any extension periods f City agrees to reimburse Bond Counsel for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents. per page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 4831.7382-2682v2/200434-0005