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(8) After Closing, providing continuing advice to the Issuer or any other party <br />concerning any actions necessary to assure that interest paid on the Bonds will <br />continue to be excludable from gross income for federal income tax purposes (e.g., <br />our engagement does not include rebate calculations for the Bonds). <br />(9) Negotiating the terms of, or opining as to, any investment contract. <br />(10) Addressing any other matter not specifically set forth above that is not required to <br />render our Bond Opinion. <br />ATTORNEY-CLIENT RELATIONSHIP <br />Upon execution of this engagement letter, the Issuer will be our client and an attorney-client <br />relationship will exist between us. We further assume that all other parties in this transaction <br />understand that we represent only the Issuer in this transaction, we are not counsel to any other <br />party, and we are not acting as an intermediary among the parties. Our services as bond counsel are <br />limited to those contracted for in this letter; the Issuer's execution of this engagement letter will <br />constitute an acknowledgment of those limitations. Our representation of the Issuer will not affect, <br />however, our responsibility to render an objective Bond Opinion. <br />Our representation of the Issuer and the attorney-client relationship created by this <br />engagement letter will be concluded upon issuance of the Bonds. Nevertheless, subsequent to <br />Closing, we will mail the appropriate Internal Revenue Service Form 8038, prepare and distribute <br />to the participants in the transaction a transcript of the proceedings pertaining to the Bonds. <br />CONFLICTS <br />As you are aware, our firm represents many political subdivisions and investment banking <br />firms, among others, who do business with political subdivisions. It is possible that during the time <br />that we are representing the Issuer, one or more of our present or future clients will have transactions <br />with the Issuer. It is also possible that we may be asked to represent, in an unrelated matter, one or <br />more of the entities involved in the issuance of the Bonds, including the Underwriter and the Issuer's <br />financial advisor. We do not believe such representation, if it occurs, will adversely affect our <br />ability to represent you as provided in this letter, either because such matters will be sufficiently <br />different from the issuance of the Bonds so as to make such representations not adverse to our <br />representation of you, or because the potential for such adversity is remote or minor and outweighed <br />by the consideration that it is unlikely that advice given to the other client will be relevant to any <br />aspect of the issuance of the Bonds. Execution of this letter will signify the Issuer's consent to our <br />representation of others consistent with the circumstances described in this paragraph. <br />FEES <br />Based upon: (i) the terms, structure, size and schedule of the financing represented by the <br />Bonds; (ii) the duties we will undertake pursuant to this engagement letter; (iii) the time we <br />anticipate devoting to the financing; and (iv) the responsibilities we will assume in connection <br />therewith, our fee will be $5,000 for the first $1,000,000 in proceeds of the Securities sold for the <br />Project, plus $1 per $1,000 of Securities for all such amounts above $1,000,000. The fee includes <br />- nnn1Rl <br />