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with you and/or members of your staff, Collins, Brown, Caldwell & Evans, Chartered', counsel to the County, and officials and attor- neys of Rampmaster, Inc.; and our proposed fees in connection therewith. our services will include: 1. Preliminary advice as to legal authority for financing alternatives being considered. 2. Preparation of all resolutions, trust indenture, loan agreement, guaranty (if applicable) and other basic agreements and documents which may underly the financing. 3. Preparation of validation pleadings and advice and consultation with respect to conduct of the validation hearing, presentation of evidence, legal issues involved and research required with respect thereto.- 4. hereto: 4. Participation in the validation proceedings at the trial court level. 5. Services in connection with the sale of the bonds, including examination of bond' proofs. 6. Preparation of all necessary closing documents used in connection with the delivery of the bonds. 7.- Issuance of our opinion with respect to the validity of the bonds and exemption of interest thereon from federal income taxation, including review and analysis of all information necessary in order to deliver such -an opinion. 8. Attendance at the bond closing and, as necessary, planning sessions, document drafting and negotiating sessions, meetings of the Board, and the validation proceedings at the trial court level. For our services our fee will be $22,500, payable only if bonds are actually delivered, plus out-of-pocket expenses. In the event the financing is not consummated and our approving opi- nion is not delivered,. our fee is usually based upon the hours of time devoted to the issue prior to cancellation, at $135 per hour. The foregoing fee does not include'any services in con- .nection with the obtaining of a ruling from the Internal Revenue Service with respect to tax exemption of interest on the bonds, ,or in connection with any short term interim financing in antici- pation of the issuance of permanent bonds, as neither a ruling nor temporary financing is presently anticipated. Also, our ser- vices do not include any responsibility with respect to insuring adequate disclosure to investors in an official statement of the County, as we anticipate that, as in the past, other counsel will undertake that responsibility. Please let us know if the foregoing is acceptable to the County. 4 Yours very tru. y, Jud- n Freeman, Jr. AUG 19 1981 77 BOOK 47 PACE 280