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4. Participation in the validation proceedings at the <br />trial court level. <br />5. Services in connection with the sale of•the bonds, <br />including examination of bond proofs, if any. <br />6. Preparation of all necessary closing documents used <br />in connection with the delivery of the bonds. <br />7. Issuance of our opinion with respect to the validity <br />of the bonds and exemption of interest thereon from federal <br />income taxation, including review and analysis of all information <br />necessary in order to deliver such an opinion. <br />8. Attendance at the bond closing and, as necessary, <br />planning sessions, document drafting and negotiating sessions, <br />meetings of,the Board., and the validation proceedings at the <br />trial court level. <br />For our services our fee will be $17,000, payable only <br />if bonds are actually delivered, plus out-of-pocket expenses. In <br />the event the financing is not consummated and our approvinq'opi- <br />nion is not delivered, we would still expect to receive reimbur- <br />sement for our out-of-pocket expenses. <br />The foregoing fee does not include any services in con- <br />nection with the obtaining of a ruling from the Internal Revenue <br />Service with respect to tax exemption of interest on the bonds, <br />or in connection with any short-term interim financing in antici- <br />pation of the issuance of permanent bonds, as neither a ruling <br />nor tax-exempt interim financing is presently anticipated. Also, <br />our services do not include any responsibi- <br />lity with respect to <br />insuring adequate disclosure to investors in an official state- <br />ment of the County, as we anticipate that the bonds will be <br />purchased by a sophisticated investor such as a bank. <br />Please let us know if the foregoing is acceptable to the <br />County. <br />Yours very truly, <br />Ju on Freeman, Jr. <br />Attorney Brandenburg noted that this is a standard <br />letter of agreement, and continued that under our Resolution <br />of Inducement, all these expenses are the responsibility of <br />the one asking for the issue. <br />ON MOTION by Commissioner Lyons, SECONDED <br />by Commissioner Scurlock, the Board unani- <br />mously accepted the scope of services and <br />proposed fee as set out in the above letter <br />and as recommended by'the County Attorney. <br />65 <br />as 53 c�3 r <br />