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SPECIAL COUNSEL AGREEMENT <br />This AGREEMENT, made as of the day of , <br />1991, by and between the CITY OF PLEASANTON, California <br />(hereinafter called the "City"), and-ORRICK, HERRINGTON & <br />SUTCLIFFE, of San Francisco, California (hereinafter called <br />"Special Counsel"); <br />W I T N E S S E T H <br />WHEREAS, the City desires to utilize City .of <br />Pleasanton Public Facilities Corporation (the "Corporation") <br />as a lessor in connection with the financing of a new senior <br />citizens center and related facilities (the "Project"). It is <br />contemplated that one issue of fixed rate certificates of <br />participation (the "Certificates of Participation") will be <br />issued to finance the Project. <br />WHEREAS, the City and Special Counsel desire to set <br />forth the terms and conditions of Special Counsel's employment <br />to render legal services for the authorization, issuance, sale <br />and delivery of the Certificates of Participation and for <br />consultation in connection therewith. <br />NOW, THEREFORE, in consideration of the mutual <br />covenants, terms and conditions herein contained, the parties <br />hereto agree as follows: <br />95985 <br />