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Participation, but Special Counsel will not be responsible for <br />the preparation or content of such document. <br /> <br /> (j) Review, as to those matters that are <br />related, to the issuance and sale of the Certificates of <br />Participation, any environmental impact reports on the Project <br />to be prepared by the City, but Special Counsel will not be <br />responsible for the preparation or content of such documents. <br /> <br /> (k) Attendance at and participation in <br />meetings with bond rating agencies and prospective bond <br />bidders, if deemed necessary by the City. <br /> <br /> (1) Examination of proofs of the Certificates <br />of Participation, the preparation of final closing papers, the <br />organization'and conducting of the bond closing, and the <br />rendering of a final legal opinion at the time of delivery of <br />and receipt of payment for the Certificates of Participation. <br /> <br /> 2. Special Counsel's services will not include <br />representation of the Corporation or the City in any legal <br />action challenging the validity of the transaction. In the <br />event any such services shall become necessary, Special <br />Counsel will perform such services on such terms as shall be <br />mutually agreeable at the time. <br /> <br /> 3. The City agrees to pay and Special Counsel <br />agrees to receive as full compensation for the rendering of <br />the aforesaid services and for any services heretofore <br />performed by Special Counsel in connection therewith a fee <br /> <br /> 4 <br /> <br /> <br />