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<br />3. The law firm of Jones Hall Hill & White, A Professional Law Corporation, San <br />Francisco, California, is appointed and employed to do and perform all legal services <br />required in the conduct of the proceedings, including the preparation of all papers not <br />required to be prepared by the Engineer, examining and approving the engineering <br />documents as to legal sufficiency and advising the Engineer in the preparation of his <br />work, advising all officials of this City on all matters relating thereto when called upon, <br />assisting in the sale of the bonds to be issued and furnishing its legal opinion on the <br />validity of the proceedings and bonds, and that the law firm's compensation for such <br />services is hereby fixed as provided in the proceedings, but in no event less than $20,000 <br />per series of bonds authorized and delivered. The fees of the attorneys be assessed as <br />an incidental expense of the proceedings and be payable solely from the proceeds of <br />assessments and sale of bonds and not otherwise. <br />4. The firms of Smith Barney, Harris Upham & Co. Inc. and Rauscher Pierce <br />Refsnes, Inc. are hereby appointed as managing underwriters for purpose of the <br />purchase and sale of the bonds. <br /> <br />* * * * * * * * * * * * <br /> <br />-2- <br /> <br />11278 <br />