DALLAS - The Oklahoma City school district hopes to reach an agreement with the Internal Revenue Service and its financial adviser, Stifel, Nicolaus & Co., in an arbitrage rebate dispute before its scheduled Dec. 2 sale of $90 million of bonds, the district's general counsel said yesterday.

Cleeta John Rogers, the school district's general counsel, said he is negotiating an indemnity agreement with Stifel that would help cover potential damages in connection with the IRS's claim for more than $1 million in arbitrage profits, penalties, and interest.

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