Specifications include, but are not limited to: A. COUNSEL shall attend meetings of the BOARDS, review agenda and supporting materials prior to the meetings and monitor compliance with open meeting law. Compensation for this assignment is as set forth in Exhibit B, entitled “Compensation.” B. COUNSEL shall, upon referral of a lawsuit or other legal matter by either of the BOARDS, provide any necessary legal representation to the BOARDS and any of its officers, employees or agents as directed by the BOARDS. COUNSEL agrees to perform all necessary legal services, including but not limited to investigation, legal research, preparation of legal memoranda, pleadings and briefs and making appearances before administrative tribunals and courts, in representing the BOARDS. C. The legal services shall be carried out in a manner consistent with COUNSEL's ethical obligations to the BOARDS. D. Other than as set forth above, COUNSEL shall not undertake any representation of the BOARDS or perform any legal services for the BOARDS at the request of any BOARD official or employee without first obtaining specific authorization to do so based on BOARD action or as directed by the BOARDS’ Chairperson or BOARDS’ Secretary. E. Other than as set forth above, COUNSEL shall not file any action or enter any litigation on behalf of either of the BOARDS without first obtaining permission to do so based on BOARD action or as directed by the BOARDS’ Chairperson or BOARDS’ Secretary. F. COUNSEL shall not file any action or enter any litigation on behalf of the BOARDS without first obtaining permission to do so through formal action of the BOARDS. G. Before releasing any written legal opinion or statement affecting the BOARDS, COUNSEL shall obtain the BOARDS’ concurrence through formal BOARD action.