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• • Exhibit A 5. Other Representation. Nossaman may, from time to time, have clients with interests which may be potentially adverse to the City. Nossaman reserves the right to represent said clients except on matters directly relating to the issuance and sale of the Obligations. 6. Work Product. Our files developed in the course of work undertaken pursuant to this Agreement are your property. We will release those files to you or to anyone else you designate upon your written request delivered to the attorney in charge of this matter. However, such a request will signify the end of this engagement if it is then still ongoing. You agree that we may, in our sole discretion, copy all or any portion of such files at your expense and retain such copies, and that we may have a reasonable period of time before releasing the documents to you or your designee in order to make the copies. We will from time to time send portions of your files that are not currently needed to an off -site storage facility. The cost of using this facility will be our sole expense. However, we are not the guarantor of the security of any off -site storage facility. Accordingly, you agree that the firm will not be responsible for any damages which may occur as a result of the loss of any of your files which we store at an off - site storage facility. You also agree that we may, after the passage of two years without our having performed any work for you pursuant to this engagement, destroy the files of this engagement without further notice to you unless you have previously provided us with written instructions to forward the files to you or to another person you designate. 7. Insurance. We carry professional liability insurance which would cover the services we will be providing under the terms of this Agreement. That insurance is subject to a self- insured retention. Nossaman already carries and has in full force and effect the following policies and insurers (copies of which are attached hereto): • Professional Liability: Lloyd's of London - -$20 million ($40 million aggregate) • Other: Wells Fargo Insurance Services USA, Inc. • General Liability: $2 million ($25,000 deductible for property losses) • Automobile Liability: $1 million ($1,000 deductible for comprehensive coverage and $1,000 for collision coverage) • Workers' Compensation and Employers Liability: $1 million 8. Privacy Policy. Please be advised that we have adopted a privacy policy in compliance with the requirements of the Gramm - Leach - Bliley Act, a copy of which is attached to this letter. If you have any questions concerning our Privacy Policy, please contact us. 9. Arbitration. If an action or proceeding is commenced to enforce this Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be entitled to recover the reasonable amount of his, her or its fees and costs thereof, in addition to compensatory damages. For the purposes of enforcing this Agreement only, and as otherwise required by law, you agree that this Agreement may be disclosed to a court or arbitrator. 10. Notices. All notices, demands, requests, consents and approvals given, required or permitted to be given hereunder, shall be contained in writing and shall be deemed sufficiently given if sent by express delivery service or by registered or certified mail, postage prepaid and return receipt requested, addressed to the parties at the addresses set forth above or on any addendum or counterpart to this Agreement, or to such other address as the recipient shall have notified the sender of in writing. You agree to keep us currently 3 Nossaman BCounsel 1MarinaProj- ExhibitA.DOC