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<br />From the foregoing fee, Consultants will pay: <br /> <br />1. Publication costs for the Notice of Sale in The Bond Buyer (National Publication) on <br />general obligation or utility revenue issues in excess of $1,000,000. <br /> <br />2. Closing costs of the transaction (delivery of the obligation to any major City within the <br />continental United States). <br /> <br />Compensation of refunding transactions shall be at the rate allowed for interest cost adjustment <br />in applicable U.S. Treasury Department Regulations and Laws or as otherwise agreed. In such <br />transactions Consultants will provide anticipated net debt service charges which will include <br />bond counsel, consulting, bond printing and registration fees, as well as escrow and certified <br />public accountant fees. These expenses, subject to u.s. Treasury Regulations, will be paid from <br />the escrow account. <br /> <br />If, for reasons beyond Issuer's control, certain obligations are not actually issued, no consulting <br />fee will be charged for those obligations. <br /> <br />Legal fees, publication costs, printing of the obligations, fees for elections, rating fees, if any, printing <br />and distribution of the Disclosure Document(s) and other incidental costs, if any, are to be paid by <br />Issuer. <br /> <br />This Agreement may be amended, in writing, by mutual consent, and may be terminated by either party <br />upon written notice. <br /> <br />The bond market, interest rates and various laws and regulations can be volatile, fast changing and <br />subject to factors beyond the control or knowledge of Consultants. Consultants shall endeavor to inform <br />Issuer of all factors related to the issuance of obligations, as far as such factors are known and <br />determinable. <br /> <br />Consultants shall not be liable however, for changes in interest rates, laws and regulations, or costs, <br />which are beyond Consultants control or knowledge. <br /> <br />Title <br /> <br />ATTEST: <br /> <br />Title: <br /> <br />Dougherty & Company LLC <br />By: .~ /71'~ <br /> <br />Executed this _ day of <br /> <br />,2005. <br />