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3. Assistance in obtaining ratings on the Certificates, including attendance at meetings with the rating agencies. 4-. Attendance at the sale and review and approval as to legality of the bids received for the Certificates. 5. Attendance at all meetings of the City Council and any administrative meetings at which any proceedings are to be discussed which are deemed necessary for the proper planning of the proceedings or when requested to attend. 6. Review of the official statement prepared for the offering and sale of the Certificates with a view to ensuring that the description of the legal documents contained therein is accurate. 7. Rendering of the final legal opinion on the validity of the Certificates and exclusion from gross income of the portion of such obligation designated as interest and received by the owners of the Certificates, and such other legal opinions as may be appropriate in connection with delivery of the Certificates. 8. Following the completion of the contemplated financing and the expiration of our contract we would, in accordance with our usual practice, handle routine inquiries and consultation regarding the financing without charge. Section 2. LEGAL FEES. For the services described in Section 1 in connection with the authorization, sale and delivery of the Certificates, the City agrees to pay Counsel, for a fixed- rate financing, a flat fee of $50,000. Such amount would include all out-of-pocket expenses (including long distance telephone charges, copying, telecopying, word processing and secretarial overtime), except out-of-state travel expenses undertaken at the request of the City. Counsel's fee is contingent upon the successful closing of the financing. Section 3. INDEPENDENT CONTRACTOR. It is mutually agreed by and between the City and Counsel that in the performance of its services hereunder, Counsel is and shall be an independent contractor, and not an officer or employee of the City. LA1-20214.1 2