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WOMUE Pr B K: 00026 PG <br />('ARiVtF May 12, 2014 <br />SANDR=a Page 2 <br />& RICE <br />Upon delivery of our approving legal opinion, our responsibilities as bond counsel will <br />be concluded with respect to that particular Bond issue; specifically, but without implied <br />limitation, we do not undertake (unless separately engaged) to provide continuing advice to the <br />County or any other party concerning any actions necessary to assure that interest paid on the <br />Bonds will continue to be excluded from gross income for federal income tax purposes. <br />In rendering the opinion, we will rely upon the certified proceedings and other <br />certification of public officials and other persons furnished to us without undertaking to verify <br />the same by independent investigations. <br />In performing our services as bond counsel, our client will be the County, and we will <br />represent the County's interests. We assume that other parties to the transactions will retain such <br />counsel as they deem necessary and appropriate to represent their interests in this transaction. <br />Our representation of the County does not alter our responsibility to render an objective opinion <br />as bond counsel. <br />SALE OF BONDS <br />We anticipate that the Bonds will be sold to one or more successful bidders who purchase <br />them in a competitive sale to be held by the Local Government Commission. The successful <br />bidders may include one or more financial institutions that we may represent from time to time. <br />We will not be representing such institutions in connection with the issuance of the Bonds or <br />their purchase thereof. <br />COMPENSATION <br />Absent unusual circumstances that may hereafter arise, for services rendered in <br />connection with this financing, we would propose a fixed fee of $45,000. This will include all of <br />our work in connection with the authorization of the bonds and the issuance and sale of one <br />series of bonds. If all the bonds are not sold at one time and additional series of bonds are <br />necessary, or if it is necessary to issue bond anticipation notes, additional fees will be charged as <br />mutually agreed upon by us and the County. If the bond referendum fails, we will charge a fee of <br />not to exceed $15,000 to cover the fees incurred in connection with the bond authorization <br />process. We also will bill the County for out -of- pocket expenses incurred in connection with the <br />engagement, such as express delivery charges, photocopying charges, travel expenses and <br />expenses relating to the preparation of closing transcripts. <br />COMPLETION OF SERVICES <br />At the conclusion of our work for you on this matter, we will return to you, upon request, <br />any materials it has furnished us in connection with this representation. Thereupon, we will store <br />files respecting this matter for a minimum of six (6) years following the conclusion of our <br />representation of you in this matter, and we will provide you with access to those files upon <br />request. After six years from the conclusion for our representation in this matter, we will review <br />the stored files with respect to whether they should be retained or destroyed. We disclaim any <br />