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assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, in the course of Attorneys participation in the preparation of the Official Statement, Attorneys have been in contact with representatives of the City and others concerning the contents of the Official Statement and related matters, and based upon the foregoing, nothing has come to Attorneys attention to lead Attorneys to believe that the Official Statement(except for any financial or statistical data or forecasts, 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 Authority with arbitrage rebate requirements under federal tax law, (ii) the representation of the Authority or the City in connection with any litigation involving the Bonds, or (iu) post-closing representation 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 Authority or the City and Attorneys. Section 2. Compensation. For the services set forth under Section 1, Attorneys shall be paid a fee of $40,000.00, inclusive of all expenses. 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 Authority or the City. Section 3. Termination of Agreement. This Agreement for Legal Services (Disclosure Counsel) may be terminated at any time by the City by giving written notice to Attorneys with or 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 Attorneys. 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 the Authority or any City or the Authority official beyond the rendition of information,advise,recommendation or counsel. -2-