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FEE PROPOSAL As a leading public law firm in California, BB &K has a longstanding commitment to efficient and cost - effective delivery of legal services. We believe that the depth and quality of our expertise and personnel experience in public law is second to none. We are able to address complex legal issues with creativity, speed, efficiency and accuracy at a fair and reasonable cost. For bond counsel and disclosure counsel services in connection with the Series 2004 Water Revenue Bond Refunding, BB &K will be compensated from proceeds of the bonds upon their issuance as discussed below. Bond Counsel We assume that the sales price of the bonds will be approximately $12 million for the refunding. We propose a fee of $35,000, assuming that the issue closes by the end of April or May 2014. If the transaction continues for a longer period of time or requires additional work, we would discuss any adjustment to our fee with the City and with Urban Futures. For investment agreements, derivative transactions or interest rate swaps relating to of any bond issue, a separate fee may be charged depending on the type of derivative. Disclosure Counsel Assuming that the sales price of the bonds to be issued will be approximately $12 million, we propose a fee of $20,000. If we are selected to act as bond counsel and disclosure counsel, our total fees would be $45,000 depending upon the sales price of the bonds. Reimbursement Our firm makes no separate charge for secretarial or other administrative charges. Our fees include all routine word processing, secretarial and office costs associated with the provision of legal services, including facsimile transmittals and voicemails. Reimbursement of costs advanced by us on behalf of the client, as well as other expenses, will be billed in addition to the amount billed for fees. These currently include, but are not limited to, automobile mileage at the IRS rate, actual expenses away from our office on your business, long distance telephone calls at actual cost, extraordinary photocopy charges at $0.25 /page, any costs of printing the preliminary and final official statements, producing or reproducing photographs, documents, and other items necessary for legal representation including computer research. Additionally, costs advanced include the preparation of transcript books and CD ROMs for each transaction. We would be happy to submit a budget for costs and we would agree to not -to- exceed caps as approved by the City on individual expense matters. Generally, the total expense is approximately $2,500, not including travel for any presentations to investors, rating agencies or bond insurance companies. ROV ORM Exhibit Jose Sando l . 09845.00500 \8607796.1 25B -7 Zs nior Assistant City Attorney