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organization and conducting of the closing, and the rendering <br />of a final legal opinion at the time of delivery of and <br />receipt of payment for the Certificates of Participation. <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 />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 for <br />legal services based upon the customary hourly rates in effect <br />at the time of Special Counsel's personnel working on the <br />transaction, payable upon the delivery of and receipt of <br />payment for the Certificates of Participation. <br />If the contemplated proceedings are abandoned or <br />discontinued for any reason and the Certificates of <br />Participation are not issued or sold, Special Counsel shall be <br />paid a fee by the City for services covered by this Agreement <br />and performed by Special Counsel prior to the date of <br />abandonment or discontinuance, based upon the work performed <br />by Special Counsel to said date of abandonment or <br />discontinuance. <br />5 <br />9598S-040482-000005-028 7/29/91 <br />