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<br />Exhibit A <br /> <br />b. Termination bv Attornevs. This Agreement may be terminated by <br />Attorneys upon 15 days' written notice to Issuer if Issuer fails to follow written legal <br />advice given by Attorneys. <br /> <br />c. Termination Upon Issuance of Bonds. This Agreement shall terminate <br />upon the issuance of the Bonds. <br /> <br />d. Consequences of Termination. In the event of termination, all finished and <br />unfinished documents shall at the option of the Issuer become its property and shall be <br />delivered to the Issuer by Attorneys. <br /> <br />Section 4. Exceptions. Attorneys' services pursuant to this Agreement shall not include <br />the following: <br /> <br />a. providing a legal opinion approving the legality of the proceedings relating <br />to the Bonds or regarding the exemption of interest thereon from taxation; <br /> <br />b. any services rendered in any litigation involving the Issuer or the financing <br />proceedings relating to the Bonds; and <br /> <br />c. on-going advice and preparation of necessary documentation in respect <br />of reporting requirements of the Securities and Exchange Commission, including, <br />without limitation, Rule 15c2-12(b )(5) adopted by the Securities and Exchange <br />Commission under the Securities Exchange Act of 1934. <br /> <br />For any such services which Attorneys and Issuer subsequently agree to be provided by <br />Attorneys, compensation shall be on the basis of reasonable fees to be agreed upon by the <br />Issuer and Attorneys. <br /> <br />Section 5. Insurance. Attorneys shall carry professional liability insurance which <br />would cover the services provided under the terms of this Agreement. Attorneys <br />currently have in full force and effect the following policies and insurers (copies of proof <br />of insurance are attached hereto): <br /> <br />Professional Liability: Lloyd's of London--$250K Deductible ($7.5 million aggregate) <br />General Liability & Auto: $2 million ($4 million aggregate), $1 million excess <br />umbrella ($1 million aggregate) <br />Workers' Compensation and Employers Liability: $1 million <br />Other: Hartford Fire & Casualty and Republic Indemnity <br /> <br />Section 6. Advice and Counsel: Attornev-Issuer Relationship. It is understood that <br />neither the Attorneys nor any individual representing the Attorneys possesses any authority with <br />respect to any decision of the Issuer or any Issuer official beyond the rendition of information, <br />advise, recommendation or counsel. <br /> <br />Upon execution of this Agreement, the Issuer will be Attorneys' client and an attorney- <br />client relationship will exist between Issuer and Attorneys. Attorneys assume that all other <br />parties will retain such counsel as they deem necessary and appropriate to represent their <br />interests in this transaction. Attorneys further assume that all other parties understand that in <br />this transaction Attorneys represent only the Issuer, Attorneys are not counsel to any other <br />