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AGREEMENT FOR BOND COUNSEL SERVICES <br /> <br /> BY AND BETWEEN THE <br /> CITY OF PLEASANTON <br /> AND <br />QUINT & THIMMIG LLP, FOR BOND COUNSEL SERVICES IN <br />CONNECTION WITH THE FINANCING OF AN ASSISTED LIVING FACILITY <br /> <br /> THIS AGREEMENT FOR BOND COUNSEL SERVICES (the "Agreement") is entered <br />into this 15th day of March, 2005, by and between the CITY OF PLEASANTON (the "Issuer") <br />and QUINT & THIMMIG LLP, San Francisco, California ("Attorneys"). <br /> <br />RECITALS: <br /> <br /> WHEREAS, the Issuer is considering assisting in the financing of an assisted living <br />facility to be located in the City of Pleasanton involving BLP Partnership, Inc. (the "Project"), by <br />means of the execution and delivery of an installment sale agreement between the Issuer and <br />BLP Partnership, Inc. (the "Financing"); and <br /> <br /> WHEREAS, in connection with the Financing the Issuer requires the advice and <br />assistance of bond counsel. <br /> <br />AGREEMENT: <br /> <br /> NOW, THEREFORE, in consideration of the premises and the mutual covenants <br />hereinafter set forth, the parties hereto do hereby agree as follows: <br /> <br /> Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the <br />following services as are necessary for the completion of the Financing: <br /> <br /> (a) Consultation and cooperation with the Issuer's staff and consultants, <br />including the City Attorney, and all other officers and employees of the Issuer, with the <br />financial institution that will underwrite the Financing, and any professional firms <br />engaged by the Issuer with respect to the Financing and assisting such persons in the <br />formulation of a coordinated financial and legal financing for the Project. <br /> <br /> (b) Preparation of all legal proceedings deemed necessary or advisable by <br />Attorneys for the authorization, execution and delivery of an installment sale <br />agreement; including preparation of (i) documentation required for the Financing, <br />except for such documents as may be within the scope of responsibility of any attorneys <br />representing other parties to the transaction, (ii) necessary California Debt and <br />Investment Advisory Commission filings and other reports and documents required to <br />be filed by the Issuer in connection with the Financing, and (iii) certificates, requisitions, <br />receipts and other documents required in connection with the closing of the Financing. <br /> <br />16021.02:J7983 <br /> <br /> <br />