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(d) Subject to the completion of proceedings to the satisfaction of Attorneys, <br /> provide a letter of Attorneys addressed to the City and the underwriter of the Bonds <br /> that, although Attorneys have not undertaken to determine independently or assume <br /> any responsibility for the accuracy, completeness or fairness of the statements contained <br /> in the Official Statement, in the course of Attorneys participation in the preparation of <br /> the Official Statement, Attorneys have been in contact with representatives of the City <br /> and others concerning the contents of the Official Statement and related matters, and <br /> based upon the foregoing, nothing has come to Attorneys attention to lead Attorneys to <br /> believe that the Official Statement(except for any financial or statistical data or forecasts, <br /> numbers, charts, estimates, projections, assumptions or expressions of opinion included <br /> therein, and information relating to The Depository Trust Company and its book-entry <br /> system, as to which Attorneys need express no view) as of the date of the Official <br /> Statement or the date of the closing contains any untrue statement of a material fact or <br /> omits to state any material fact necessary in order to make the statements therein,in the <br /> light of the circumstances under which they were made,not misleading. <br /> Attorneys shall not be responsible for (i) compliance by the City with arbitrage rebate <br /> requirements under federal tax law, (ii) the representation of the City in connection with any <br /> litigation involving the Bonds, or (iii) post-closing representation in connection with the <br /> continuing disclosure requirements of the Securities and Exchange Commission. Without <br /> limiting the generality of the foregoing, Attorneys shall not be responsible for preparing any <br /> calculations or documentation to establish compliance with such rebate requirements or <br /> otherwise for computing the amounts required to be rebated, or for providing any litigation or <br /> post-closing continuing disclosure services related to the Bonds, without a separate agreement <br /> between the City and Attorneys. <br /> Section 2. Compensation. For the services set forth under Section 1, Attorneys shall be <br /> paid a fee of $30,000. Payment of said fee shall be entirely contingent upon, and shall be due <br /> and payable on the date of, the delivery of the Bonds and shall be payable solely from the <br /> proceeds of the applicable Bonds and from no other funds of the City. <br /> Section 3. Termination of Agreement. This Agreement for Legal Services (Disclosure <br /> Counsel) may be terminated at any time by the City by giving written notice to Attorneys with <br /> or without cause. In the event of such termination, all finished and unfinished documents shall, <br /> at the option of the City become its property and shall be delivered by Attorneys. <br /> Section 4. Advice and Counsel. It is understood that neither the Attorneys nor any <br /> individual representing the Attorneys possesses any authority with respect to any decision of <br /> the City or any City official beyond the rendition of information, advise, recommendation or <br /> counsel. <br /> 2 <br />