The Departmentanticipates the need for legal services in connection with its Program at anytime and from time to time during the term of the contract. Legal Services for which the Department isseeking Tax Credit Counsel (“Outside Counsel”) are generally described below:

i. Advise theDepartment on the overall administration of the Program including, upon request,a review of the Department’s Qualified Allocation Plan (the “QAP”) and uniformmultifamily rules (the “Rules”) for conformance with IRC §42 and other federaland state laws and regulations;

ii. Advise theDepartment on its compliance and monitoring processes, including analysis ofrules and manuals promulgated for such purpose;

iii. Advise theDepartment of federal programmatic changes and rulings as they arise that wouldaffect the Program along with necessary changes to the QAP and Rules;

iv. Advise theDepartment with guidance on and interpretation of provisions of the Code,related regulations and other matters pertaining to the Program as a whole orapplication specific matters as questions and situations present themselves;

v. Advise theDepartment with regards to formal ruling requests to be made on behalf of theInternal Revenue Service (“IRS”) and to prepare and submit any such requests;

vi. Answer questionsfrom specified Department staff regarding the Program and applicable law;

vii. Providetestimony to the Department’s governing board on matters relating to theProgram, the QAP and Rules, or application specific matters as questions andsituations present themselves;

Provide any other legalservice as may be required by the Department with regard to the Program andrelevant law.