25B - AGMT GAS TAX REFUNDING - Laserfiche WebLink

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EXHIBIT 3 IC3Ck BEST BE5T & KmEGER 3 ATTORNEYS AT LAW Kathryn Downs August 5, 2019 Page 2 excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax. We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. As disclosure counsel, we will confer and consult with City's staff, bond insurers and the City's municipal advisor on all matters relating to the preparation of an official statement describing the terms of issuance of the Bonds. Our services will include the preparation of a preliminary and final official statement, and a continuing disclosure agreement, in order for the City to comply with Rule 15c2-12. We will also review the form of Bond Purchase Agreement prepared by the Underwriter and its counsel. Subject to completion of the financing to our satisfaction, Best Best & Krieger LLP will issue its legal opinion with respect to the matters discussed in the official statement. Based on our current understanding of the issuance of the Bonds and the involvement of Best Best & Krieger LLP attorneys in drafting documents relating to the issuance of the Bonds and delivering our legal opinion, our fee, including reimbursement for costs, would be $75,000 for bond counsel, and $40,000 for disclosure counsel, payable upon the successful completion of the financing. Our fee assumes a bond issuance which would close prior to January 1, 2020. If the transaction ,is not completed within the estimated schedule or our involvement differs significantly from our expectations, we would expect to be paid a fee that we mutually agree would reflect reasonable compensation for legal services rendered considering the risk undertaken and the level of expertise required to undertake such legal service. By your signature and return of this letter, you agree to pay our fees and expenses as set forth in this paragraph. Additionally, we will charge the City for out-of-pocket expenses which would include, the costs of duplicating and mailing, transportation, long distance telephone calls, messenger and courier service and the preparation of transcripts of the financing. This expense is not expected to exceed $2,500. If this arrangement is satisfactory to you, please authorize our employment according to the terms of this letter by having this letter executed by you or your agent. 55394.0001902244718.1 25B-27