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NOW, THEREFORE, in consideration of the mutual <br />covenants, terms and conditions herein contained, the parties <br />hereto agree as follows: <br /> <br /> 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 /> <br /> (a) Consultation with the City, its counsel, <br />its underwriter and its architects concerning the Project and <br />its timing, financing, terms and structure. <br /> <br /> (b) Preparation of the proceedings for the <br />authorization, issuance and sale of the Certificates of <br />Participation, including the trust agreement providing for the <br />execution and delivery of the Certificates. <br /> <br /> (c) Preparation of the leases to be entered <br />into between the City and the Corporation. <br /> <br /> (d) Preparation of the ordinances and <br />resolutions to be adopted by the City Council of the City to <br />authorize execution of the leases and issuance of the <br />Certificates of Participation. <br /> <br /> (e) Preparation of notices of meetings, agenda <br />of meetings and minutes of meetings of the Corporation <br />necessary to authorize the receipt of construction bids, <br />approve the official statement for the Certificates of <br />Participation, and authorize other necessary legal actions, <br />and a~tendance at and the rendering of legal advice at such <br />meetings. <br /> <br /> 2 <br /> <br /> <br />