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there shall be no additional compensation due Nossaman under the paragraph without the prior approval of the City. 3. Assignment. This Agreement may be assigned by tbe City to any other issuer of the securities as may be necessary to consummate the Transaction, without the consent of but with notice to Nossaman. 4. No Guarantees; Entire Agreement. Nothing in this Agreement and nothing in our statements to you should be construed as a guarantee or promise about the outcome of the Transaction or any phase thereof. We make no such guarantees or promises. Comments about the course or outcome of the Transaction or any phase thereof which we may make from time to time are expressions of opinion only. The written Agreement constitutes the entire Agreement between the parties hereto with respect to Nossaman services and neither party has been induced to make or enter into this Agreement by reason or promise, agreement, representation, statement or warranty other than as herein contained. 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, a�d 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 professiona( liability insurance which would cover the services we will be providing under the terms ofthis Agreement. That insurance is subject to a self-insured retention. Nossaman already carries and has in full force and effect the following policies and i�surers (copies of which are attached hereto): • Professional LiabiGty: Lloyd's of London--$20 million ($40 million aggregate) • Other: Wells Fargo Insurance Services USA, Inc. ATTY/AGR/2012.007/NOSSAMAN Page 12 of 15 REV:01/19/12