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III. Bond and Disclosure Counsel Services. In the event that the City proceeds with the issuance of Bonds (such as EIFD Bonds for the South Bristol Project or Lease Revenue Bonds for the Main Place Project), a mutually agreeable supplement to this agreement shall be entered into by the City and Consultant to set forth a fixed fee for bond and disclosure counsel services performed through the closing date of the applicable financing, as follows: 1. Consultant will undertake the following Scope of Services with respect to bond counsel services: Advise the City with respect to the proposed financing, including but not limited to: (a) advice and consultation with the city manager, city attorney, other staff of the City and the City Council regarding the financing process; (b) prepare all legal proceedings in connection with the proposed financing, including, but not limited to drafting various ordinances, resolutions, documents and agreements for consideration by the City Council of the City; (c) participation in meetings, hearings or negotiations with the City staff, City Council, municipal advisors, underwriters and other financing team members as the circumstances require; (d) render a validity opinion with respect to the proposed debt obligation and, with respect to transactions expected to be tax exempt, deliver a tax opinion that interest earned with respect to the City's debt obligation is exempt from State and Federal taxes, if applicable; (e) review and prepare summaries of the major legal documents for inclusion in the Official Statement; and (f) prepare final closing documents to be executed by the City to effect delivery of any financing (including the tax certificate). For purposes of Paragraph 1, if the City elects to incur indebtedness through a financing corporation or a financing joint powers agency, all references to the City shall be deemed to include the financing corporation or joint powers agency. 2. Consultant will undertake the following Scope of Services with respect to disclosure counsel services: (a) Prepare disclosure documents for the City for use in all offering documents to comply with federal disclosure regulations; (b) Obtain information to prepare the preliminary and final offering documents from counsel, municipal advisors, underwriters, underwriters' counsel and the City as appropriate; (c) Prepare the 15e2-12 Certificate to be signed by the City with respect to the preliminary offering document and the Continuing Disclosure Certificate; (d) At the direction of the City, prepare on the City's behalf all documents and materials necessary to comply with all applicable continuing disclosure requirements for the transaction(s) [Excluded from flat fee for disclosure counsel services]; (e) At the direction of the City, assist the City to comply with ongoing disclosure requirements including [Excluded from flat fee for disclosure counsel services]: a. Assist with the determination of whether an action, activity or event constitutes a "material event", as defined in SEC Rule 15c2-12, and prepare the appropriate disclosure of such material event; b. Assist with the review of the compilation of the "annual financial information" needed to comply with the City's continuing disclosure requirements under SEC Rule 15c2-12 and any current continuing disclosure statement; 11 4862-4688-5795vl/200434-0006