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i 11111 It k <br />EST BEST&Knimcm <br />ATTORNEYS AT LAW <br />Francisco Gutierrez <br />May 26, 2016 <br />Page 2 <br />➢ Review, for disclosure purposes, any intended investment arrangement for the <br />proceeds of the proposed bonds; <br />• Review legal documents and approving resolutions prepared by bond counsel for <br />disclosure purposes and in particular review compliance with the disclosure of <br />Rule 15c2 -12; <br />• Undertake such independent inquiry as may be necessary at the time of initial <br />offering to render an appropriate disclosure opinion. This would likely include <br />meetings with the management staff of the Agency and the Agency's financial <br />consultant at which oral and written inquiries and requests for information can be <br />directed to describe the financial story of the Agency; <br />• Review materials to be distributed at any investor presentations; <br />We world render an appropriate disclosure counsel opinion which will describe <br />the nature of our review and inquiries and indicate that the issuer has <br />appropriately disclosed all material information with respect to the financing in <br />the disclosure document; and <br />A Provide, as required, legal advice with respect to an "event" disclosure under Rule <br />15c2 -12. <br />Proposed Fees <br />Disclosure Counsel <br />Based upon our understanding of the transaction, we propose a fee of $30,000. <br />The fees are payable upon submission of our invoice at the completion of the financing. <br />In the event that no financing is completed and bonds are not issued, we will work with the <br />Agency to determine reasonable compensation for the time submitted by the involved attorneys. <br />If the transaction is completed or our involvement differs significantly from our expectations, we <br />would expect to be paid a fee that we mutually agree would reflect reasonable compensation for <br />legal services rendered considering the risk undertaken and the level of expertise required to <br />undertake such legal service. By your signature and return of this letter, you agree to pay our <br />fees and expenses as set forth in this paragraph. <br />Additionally, we will charge the Agency for out -of- pocket expenses which would <br />include, the costs of duplicating and mailing, transportation, long distance telephone calls, <br />55344bQP1 M20154.31 <br />3 -197 <br />