08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation

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limited to those contracted for in this letter; the Issuer's execution of this engagement letter will constitute an acknowledgment of those limitations. Our representation of the Tssuer will not affect, however, our responsibility to render an objective Bond Opinion. Our representation of the Issuer and the attorney-client relationship created by this engagement letter will be concluded upon issuance of the Certificates. Nevertheless, subsequent to Closing, we will mail the appropriate Internal Revenue Service Form 8038, prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Certificates. D. CONFLICTS As you are aware, our tirm represents many political subdivisions and investment banking firms, among others, who do business with political subdivisions. It is possible that during the time that we are representing the Issuer, one or more of our present or future clients will have transactions with the Issuer. It is also possible that we may be asked to represent, in an unrelated matter, one or more of the entities involved in the issuance of the Certificates. We do not believe such representation, if it occurs, will adversely affect our ability to represent you as provided in this letter, either because such matters will be sufficiently different from the issuance of the Certificates so as to make such representations not adverse to our representation of you, or because the potential for such adversity is i•emote or minor and outweighed by the consideration that it is urilikely that advice given to the other client will be relevant to any aspect of the issuance of the Certificates. Execution of this letter will signify the Issuer's consent to our representation of others consistent with the circumstances described in this paragraph. E. FEES Based upon: (i) ouu current understanding of the terms, structure, size and schedule of the financing represented by the Certificates; (ii) the duties we will undertake pursuant to this engagement letter; (iii) the time we anticipate devoting to the financing; and (iv) the responsibilities we will assume in connection therewith, ow• fee for Bond Counsel services will be $5,000 plus .OOI times the principal amount of the Bonds that is in excess of $1,000,000. ln addition, we will be reimbursed for all travel costs, photocopying, deliveries, long distance telephone charges, telecopier charges and a11 other expenses. Our fee will be billed after the Closing. If the financing is not consummated, we understand and agree that we will not be paid. In accordance with the terms af the Certificate Ordinance, the Issuer will provide the filing fee of the Texas Attorney General to Bond Counsel on a timely basis to permit the filing of the transcript of proceedings for the Certificates so that the Certificates may be approved by the Attorney General in time to meet the closing date of Apri18, 2010. F. RECORDS At your request, papers and property furnished by you will be returned promptly upon receipt of payment for outstanding fees and client charges. Our own files, including lawyer work product, pertaining to the transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us after• the termination of this engagement. Page 5 of 6 n ('15~;