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Exhibit A e. Subject to the completion of proceedings to the satisfaction of Attorneys, provide a letter of Attorneys addressed to the underwriter and the Issuer that, although Attorneys have not undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, in the course of Attorneys participation in the preparation of the Official Statement, Attorneys have been in contact with representatives of the Issuer and others, concerning the contents of the Official Statement and related matters. Based upon the foregoing, nothing has come to Attorneys attention to lead Attorneys to believe that the Official Statement (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book-entry system, as to which Attorneys need express no view) as of the date of the Official Statement or the date of the closing contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances.under which they were made, not misleading. Section 2. Duties of Issuer. a. During the course of this engagement, we will rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds and their security, including all information "material" to such matters (as such term is defined under federal securities laws) and all other documents deemed necessary by Attorneys. We understand that you will direct members of your staff to cooperate .with us in this regard. b. Based on (i) our current understanding of the terms, structure, size and schedule of the financing represented by the Bonds, (ii) the services set forth under Section 1, and (iii) the time we anticipate devoting to the financing, Attorneys shall be paid compensation in the amount of $35,000. Our fee may change if (i) material changes in the structure or the schedule of the financing occur or (ii) unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee, we will advise you of those circumstances, seek your agreement, and prepare and provide to you an amendment to this engagement letter. In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on behalf of the Issuer, including delivery and messenger services, duplication costs and expenses for travel outside the State of California, if any, but specifically excluding travel expenses within the State of California. Payment of said fees and expenses shall be entirely contingent, shall be due and payable upon the delivery of the Bonds and shall be payable solely from the proceeds of the Bonds and from no other funds of the Issuer. Section 3. Termination of Aqreement. a. Termination bv Issuer. This Agreement may be terminated at any time by the Issuer with or without cause upon written notice to Attorneys.