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(c) On behalf of the City, prepaze the bond purchase agreement pursuant to which the Bonds will be sold to the underwriter of the Bonds and a continuing disclosure agreement acceptable ro the City and the underwriter of the Bonds; and (d) Subject to the wmpletion of proceedings to the satisfacYion of Attorneys, provide a letter of Attorneys addressed to the City and the underwrirer of the Bonds that, although Attomeys have not undertaken to determine independently or assume any responsibility for the accuracy, wmpleteness or faimess of the statements contained in the Official Statement, in the course of Attorneys participation in the preparaHon of the Official Statement, Attomeys have been in contact with representaHves of the City and others conceming the contents of the Official Statement and related matters, and based upon the foregoing, nothing has come to Attomeys attention to lead Attorneys to believe that the Official Statement (except for any financial or statistical data or farecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book-entry system, as to which Attorneys need express no view) as of the date of the Official Statement or the date of the closing contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Attorneys shall not be responsible for (i) compliance by the City with arbitrage rebate requirements under federal tax ]aw, (ii) the representa6on of the City in connection with any litigation involving the Bonds, or (iii) post-closing representaHon in connection with the continuing disclosure requirements of the Securities and Exchange Commission. Without limiting the generality of the foregoing, Attorneys shall not be responsible for preparing any calculations or documentation to establish compliance with such rebate requirements or otherwise for computing the amounts required to be rebated, or for providing any litigation or post-closing continuing disclosure services related to the Bonds, without a separate agreement between the City and Attorneys. Section 2. Comoensation. For the scrvices set forth under Section 1, Attomeys shall be paid a fee of $20,000. Payment of said fee shall be entirely contingent upon, and shall be due and payable on the date of, the delivery of the Bonds and shall be payable solely from the proceeds of the applicable Bonds and from no other funds of the City. Section 3. Termination of Apreement. This Agreement for Legal Services (Disclosure Counsel) may be terminated at any time by the City by giving written notice to Attomeys with ar without cause. In the event of such termination, all finished and unfinished documents shall, at the option of the City become its property and shall be delivered by Attomeys. Section 4. Advice and Counsel. It is understood that neither the Attorneys nor any individual representing the Attorneys possesses any authority with respect to any decision of the City or any City official beyond the rendition of informarion, advise, recommendarion or counsel. ATTY/AGR/2072.004/QUINT THIMMIG REV:01/12/12 Page 11 of 12