Industrial Development Certificate of Resolutions Agreement to Issue Bonds

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'. e e '. 7. When so del i vered, render our opinion covering the val idi ty of the bonds and the tax exempt status of the interest thereon under federal income tax laws. For each separate installment or series of bonds, our fee covering legal services as Bond Counsel will be as follows, based on the principal amount of each such installment or series: For the first $1,000,000 thereof (with a minimum fee of $20,000) 1% For the next $7,000,000 thereof 1/2 of 1% The additional fee for an issue in excess of $10,000,000 will be the subject of a specific supplement to this Agreement. This fee does not include our actual expenses and disbursements reasonably and necessarily incurred in connection with the authorization, sale, and delivery of the bonds for which we expect reimbursement. Our fees and expenses - as Bond Counsel will be payable at the time of the delivery of, and payment for, the bonds. ADDITIONAL SERVICES We will act as special counsel upon specific request therefor and the above fees do not include any special services not normally included in the legal services performed by Bond Counsel such as fees for any litigation; fees for legal services involving direct responsibility for proceedings before administrative agencies, including, by way of example, the Internal Revenue Service, the Securities and Exchange Commission, and State Securities Administrator; fees for the preparation of any prospectuses, official statements, or other materials which must be prepared in accordance with various securities laws; fees for title examinations or title opinions; and fees for negotiating any special or unusual contracts not necessary for the security for or issuance of the bonds. Our fees for such additional services will be on an hourly basis for which we will maintain complete records. Such fees will consider the difficulty and complexity of the tasks involved and the level of experience of the attorney rendering the services. Each bill ing will contain information concerning the services and the amounts billed therefor and a description of out- of-pocket expenses for which reimbursement is requested * * * - 2 -