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Fees and Charges Set forth below is the proposed schedule for fees we would charge the Town for bond counsel services. Bond Anticipation Notes: For each original issue bond anticipation note issue, we would charge a fee not to exceed $750 plus $.50 per thousand dollars of note issued. For each renewal bond anticipation note issue, we would charge a fee not to exceed $600 plus $.50 per thousand dollars of note issued, plus out-of-pocket disbursements. For EFC Short Term Loan: For the short term financing through EFC, we would charge a fee of $3,500, plus $0.50 per thousand dollars of bonds issued, plus disbursements. RD Loan: For a long-term bond issue through RD, we estimate a fee not to exceed $3,500 plus $1.00 per thousand dollars of the loan amount. Serial Bonds (competitive bid): For a serial bond issue, we estimate a fee not to exceed $3,500 plus $1.00 per thousand dollars of bonds issued, plus hourly fees as described below and out-of-pocket disbursements. Statutory Installment Bond: For a statutory installment bond of $5 million or less, we would charge a fee not to exceed $1,500 plus $1.00 per thousand dollars of bonds issued plus disbursements. For EFC Long Term Loan: For the long term bond issue through EFC (including any hardship assistance grants), we would charge a fee of $5,000 plus $1.00 per thousand dollars of bonds issued, plus disbursements. Refunding Bonds: For each refunding bond issue our fee will be as specifically agreed upon with the Town at the time of the refunding. Bond Resolutions: Fees for preparation of bond resolutions will be $600 for preparation of each resolution, provided that with the Town's approval, additional fees may be charged in the event that a particular resolution involves unusual research and complexity. Hourly Fees: In addition to the foregoing fees, a fee of $295 per hour for partners and $195 per hour for associates and $110 for Paralegals will be charged for time spent in meetings with Town officials in the Town or elsewhere, for attendance at rating agency sessions, for working group sessions with the Town's financial advisor and its own finance team and for our work on drafting and reviewing disclosure materials and any documentation which is required in connection with the negotiation by private sale of any Town obligations. For matters apart from the foregoing, including research, analysis and rendering of advice to the Town and attendance at meetings in connection with development proposals, new financing alternatives for the Town and review of proposals submitted to the Town relating to other than routine financings, Bond Counsel will charge the above hourly rates, subject to a maximum agreed upon fee for each matter. 320406\4919-5631-8850\ v1 Page 60 of 301