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1. The City employs Special Counsel to furnish the <br />legal services hereinafter set forth and Special Counsel <br />agrees to furnish said legal services: <br />(a) Consultation with the City, its counsel, <br />its financing consultant and its architects concerning the <br />Project and its timing, financing, terms and structure, <br />including analysis of the advantages and disadvantages of each <br />available financing technique and considerations of state law, <br />federal tax law, federal securities law and general public <br />finance law. <br />(b) Preparation of the proceedings for the <br />authorization, issuance and sale of the Certificates of <br />Participation, including the trust agreement authorizing the <br />execution and delivery of the Certificates of Participation <br />and securing and setting forth the terms and conditions of the <br />Certificates of Participation, and their form, date, <br />denominations and maturities, and preparation of the <br />proceedings for the sale of the Certificates of Participation <br />(whether by formal competitive sale pursuant to an official <br />notice inviting bids on the Certificates of Participation or <br />by limited bid informal competitive sale pursuant to <br />information to bidders or by .negotiated sale pursuant to a <br />Certificate of Participation purchase agreement with an <br />underwriter). <br />(c) Preparation of the leases to be entered <br />into between the City and the Corporation. <br />2 <br />95985-040482-000005-028 7/29/91 <br />