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09960.00000\42067547.1 2 <br />1.Drafting all resolutions, notices, rules and regulations and other legal <br />documents required for the issuance of the Bonds, and all other <br />documents relating to the security of the Bonds, in consultation with <br />the City, the City’s financial advisor, underwriter and other experts; <br />2.Preparing the record of proceedings for the authorization, sale and <br />issuance of the Bonds; <br />3.Assisting in the preparation of the portions of the official statement for <br />the sale of the Bonds which relate to the terms of the Bonds and the <br />firm’s legal opinion delivered with respect to the Bonds; <br />4.Reviewing the purchase contracts or the bidding documents relating to <br />the sale of the Bonds and participating in the related negotiations; <br />5.Participating in meetings and other conferences scheduled by the City, <br />the City’s financial advisor or the underwriter; <br />6.Consulting with prospective purchasers, their legal counsel and rating <br />agencies; <br />7.Consulting with the City concerning any legislation or litigation which <br />may affect the Bonds, the security for the Bonds, or any other matter <br />related to the issuance of the Bonds; <br />8.Consulting with any trustee or fiscal agent for the Bonds and their <br />counsel; <br />9.Preparing the form of the Bonds, and supervising their production or <br />printing, signing, authentication and delivery; <br />10.Rendering the final approving opinion as to the validity of the Bonds <br />for use and distribution upon their issuance; and <br />11.Rendering a legal opinion to the underwriter or purchaser of the Bonds <br />as to the applicability of the registration requirements of federal <br />securities laws and a statement as to the fair and accurate nature of <br />those portions of the Official Statement described in (d) above. <br />Bond Counsel further agrees to prepare the Official Statement and will provide a letter addressed to <br />the underwriter or purchaser of the Bonds to the effect that, to the best knowledge of Bond Counsel, <br />the offering document (exclusive of financial, statistical and certain other information therein) does <br />not misstate a material fact or omit a material fact required to be stated therein. <br />Finally, in addition to bond counsel services, Bond Counsel will prepare the documents necessary to <br />establish a new joint powers financing authority to act as the issuer of the bonds for the benefit of the <br />City and any future issuances for the City. <br />Bond Counsel accepts said retention and agrees to perform, in a timely and efficient manner, all such <br />services as may be requested by the City.