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Disbursements. Disbursements for direct out-of-pocket costs, such as telephone calls, photocopying and facsimile charges, postage and courier charges, and travel costs, if any, will be billed to the Town in addition to the fees for services rendered. The above fee quotes are based upon our understanding of the scope of services customarily provided on financing transactions. In the event that there is a change in circumstances which warrants significantly greater Bond Counsel services than which are normally required in connection with the types of transactions outlined above, we will contact you to arrange for an appropriate adjustment in our Bond Counsel fee, in an amount to be agreed upon with the Town at that time. The above fee quotes are based upon our understanding of the projects being financed and the Town’s current needs. In the event that there is a change in circumstances which warrants significantly greater bond counsel services than which are normally required in connection with the types of transactions outlined above, we would contact you to arrange for an appropriate adjustment in our bond counsel fee, in an amount to be agreed upon with the Town. Billing and Collection Information For services not associated with a specific financing transaction, such as review of proposals submitted to the Town relating to project development proposals and proposals submitted to the Town relating to other than routine financings, we will bill the Town periodically as such specific services are rendered. For services performed in connection with the issuance of bonds or notes, our fees are normally billed after the closing of each transaction. We customarily do not submit an invoice for services until that time, unless there is a substantial delay in completing the financing or the financing is not completed. Termination of Engagement Either the Town or Harris Beach may terminate this Engagement at any time for any reason by written notice, subject, on our part, to the rules of professional responsibility. No such termination, however, will relieve the Town of the obligation to pay the legal fees owed to Harris Beach for services performed and other charges owed to us through the date of termination. After the completion of our services on the Town's behalf, changes may occur in applicable laws or regulations that could have an impact upon the Town's future rights and liabilities. Unless the Town engages Harris Beach after completion of the Engagement to provide additional advice on issues arising from the Engagement or related matters, Harris Beach has no continuing obligation to advise the Town with respect to future legal developments. Conclusion of Representation; Disposition of Client Documents Following termination of this Engagement, any otherwise nonpublic information the Town has supplied to Harris Beach that is retained by Harris Beach will be kept confidential in accordance with applicable rules of professional conduct. At the Town's request, papers and property will be returned promptly after receipt of payment for any outstanding fees and costs. Our own files pertaining to the matters worked on for the Town will be retained by the firm. These firm files include, for example, firm administrative records; internal lawyers' work product such as drafts, notes, internal memoranda; and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers. We will retain all remaining documents 320406\4919-5631-8850\ v1 Page 61 of 301