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� (b) Federal Tax Law-Related Responsibilities.The Code imposes various restrictions, conditions and requirements relating to the exclusion f�om gross income for federal income tax purposes of interest on obligations such as the Bonds. As a condition of Attorneys issuing their opinion,you will be required to make certain representations and covenants to comply with certain restrictions designed to insure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. Attorneys' opinion will assume the accuracy of these representations and compliance with these covenants. Attorneys will not undertake to determine(or to inform any person)whether any actions taken (or not taken)or events occurring (or not occurring)after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. In this regard, Client agrees to familiarize itself with the relevant requirements and restrictions necessary for the Bonds to qualify for exemption from federal income taxation and to exercise due diligence both before and after issuance of the Bonds in complying with these requirements. Section 7. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances shall Attorneys be considered an agent, partner, or employee of the Client. Section 8. Assicanment.Attorneys may not assign their rights or delegate their obligations under this Agreement, in whole or in part, except with the prior written consent of the Client. Section 9. Termination of Aqreement. �'°'�� (a) Termination bv Client.This Agreement may be terminated at any time by the Client with or without cause upon written notice to Attorneys. (b) Termination bv Attornevs. This Agreement may be terminated by Attorneys upon 15 days'written notice to Client if Client fails to follow written legal advice given by Attorneys. (c) Termination Upon Issuance of Bonds. This Agreement shall terminate upon the issuance of the Bonds. (d) Consepuences of Termination. In the event of termination, all finished and unfinished documents shall at the option of the Client become its property and shall be delivered to the Client by Attorneys. � ATTY/AGR/2015.029/PFA 2015 REFUNDING WATER REVENUE BONDS AGR REV:02-11-15 PT Page 5 of 6