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Mr. Lehman Walker October 28, 2011 Page 3 investigation. We do not review the financial condition of the City or the adequacy of the security provided to the purchasers of the Certificates, and we will express no opinion relating thereto. As special tax counsel, we will not assume or undertake responsibility for the preparation of an Official Statement or any other disclosure document with respect to the Certificates (except as described herein), nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. However, if a disclosure document will be adopted or approved by the City, our responsibility will include the preparation or review of any description therein of. (i) the terms of the Certificates, (ii) legal matters, (iii) Missouri and federal law pertinent to the validity of the Certificates and the income tax treatment of interest paid thereon, (iv) appropriate description or summary of the financing documents,and(v)our special tax counsel opinion. Fees and Expenses Based upon: (i) our current understanding of the terms, structure and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the fesponsibilities we assume, our fee as special tax counsel (inclusive of out-of- pocket expenses)will be determined in accordance with the following schedule: Principal Amount Fee t Up to $7,000,000 $40,000 Over$7,000,000 $40,000 plus$2.00 per$1,000 over$7,000,000 If the foregoing terms of this proposal are acceptable, please have an authorized representative of the City sign below and return a signed copy to me. We appreciate the opportunity to work with the City of University City again. Very truly yours, a-'tp- t: Robert P. Ballsrud RPB:rb ACCEPTED and APPROVED: Date: November_, 2011. CITY OF UNIVERSITY CITY,MISSOURI 1 By: Title: