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c. Preparation of the resolutions, security documents and all other agreements, notices and other documents necessary for the proper conduct and consummation of the Transaction. d. A review of all financial documents for legal sufficiency. e. Review of the official statement or disclosure document in connection with the Transaction. £ Preparation of an incumbency certificate, an arbitrage certificate, and any and all other closing documents required of the City to accompany delivery of the financing documents. g. Preparation of documentation and assistance in obtaining credit enhancement and/or a rating on the Obligations if such a rating is sought. h. Attendance at and supervision of the closing, and issuing the legal opinion of Nossaman stating that the interest payments with respect to the Obligations is exempt from present Federal and State income taxes, as the case may be, and approving in all respects the legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations and other agreements relating to the Transaction. � i. Preparation of a transcript of the closing of the Transaction. j. Conferring and consulting with City officials and agents with regard to any problems which may arise prior to the maturity of the issuance. k. Providing any other necessary services, including ongoing monitoring of the Transaction after the sale of the Obligations and assistance to the City regarding the Transaction, generally expected of Nossaman not listed above. 2. Compensation. For provision of the services to be rendered pursuant to this Agreement relating to the Transaction, the City shall pay Nossaman a fee of $55,000, which amount includes reimbursement for any out-of-pocket expenses incurred by it in the course of this engagement, such as reproduction and printing costs, word processing time, long distance telephone calls, travel at the request of the City and similar items. Said fee is payable only upon issuance of the Obligations, and shall be paid from proceeds thereof. In the event Nossaman is requested to perform additional work outside of its normal and customary services as bond counsel or disclosure counsel, such as litigation, Nossaman will be paid additional compensation therefor following the submission of monthly, itemized bills at the hourly rate of the attorney performing such services; provided, however, there shall be no additional compensation due Nossaman under the paragraph without the prior approvat of the City. 2 Nossman exhibit A Redwood CFD 99-1 Bond Counsel Agreement(2)