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40 40 The Issuer undertakes to provide or cause to be provided to PFM or OH&S, as appropriate, all relevant data, as requested from time to time, with respect to each Calculation Date within 15 days after such date and the Issuer agrees to cooperate with all reasonable requests in connection therewith. This information will be necessary to identify the amount of "gross proceeds" (as that term is used in the Code) of the Bonds subject to the rebate requirement, investment income thereon and applicable yields on the Bonds and on such investments in order to calculate the rebate liability of the Issuer with respect to the Bonds as of the Calculation Date. PFM is not being engaged and will not engage OH&S to duplicate work performed by prior counsel, independently determine whether there were "prohibited payments" or "imputed receipts" within the meaning of Treasury Regulations or to perform an audit or review of the investments acquired with gross proceeds or the payment of debt service on the Bonds, and PFM and OH&S will be entitled to rely entirely on information provided by the Issuer without independent verification. PFM and OH&S are also not being engaged to audit or review the tax exempt status of interest on the Bonds or any other aspect of the Bond program except for rebate liability to the extent set forth in this engagement letter, and shall be under no obligation to consider any information obtained by them pursuant to this engagement for any purpose other than determining such rebate liability. Neither OH&S nor PFM shall have any obligation to update any report or opinion delivered hereunder because of events occurring, changes in regulations, or data or information received, subsequent to the date of delivery of such report or opinion. PFM and OH&S shall each have a non-exclusive right to any and all data and information obtained or developed pursuant to this engagement and shall be entitled to disclose or otherwise use such data or information for any purpose as PFM or OH&S shall from time to time deem appropriate whether for the benefit of the Issuer, any borrower of proceeds of the Bonds, the bondholders, PFM or OH&S. The fee with respect to each Bond Issue is as set forth in the Rebate Proposal. For each Bond Issue, the fee(s) is due upon delivery of each report and opinion. For legal services rendered by OH&S in connection herewith, PFM will pay OH&S a portion of each fee. For collecting, transmitting and formatting data to be used by OH&S and for other non -legal, administrative services to be performed by PFM in connection with the rebate calculation services to be provided hereunder (the "Administrative Services") PFM will retain the remainder of such fees. This engagement is terminable by either party by written notice to the other, such termination to be effective immediately; provided that, if PFM terminates this engagement prior to delivering any rebate calculations or opinion with respect to a particular Bond Issue, the initial set-up fee (if applicable) shall be refunded, and if the Issuer terminates this engagement other than as of the date of delivery of the rebate calculation and opinion with respect to a Bond Issue for a particular Calculation Date, the Issuer shall pay a termination fee as determined by both parties, but not in excess of the fee(s) that would be payable with respect to the next Calculation Date for that Bond Issue. PFM is being retained hereunder only to perform the Administrative Services and to engage OH&S to perform the Legal Services specified above. However, the Issuer may request PFM or OH&S to advise the Issuer with respect to matters not covered by such services; for example, matters relating to other arbitrage restrictions, segregation of funds, transferred proceeds, imputed receipts, permitted investments, and compliance with non -tax provisions of the bond documents. Should PFM or OH&S undertake to provide such advice they will do so only if specifically requested by the Issuer for a separate fee based on a separate agreement. Notwithstanding the foregoing, under no circumstances may the Issuer request PFM to provide nor will PFM provide advice or services, which constitute legal services. While Issuer may rely on the Legal Services performed by OH&S as contemplated in this letter, OH&S shall have no attorney-client relationship with the Issuer by virtue of this letter or such Legal Services. Further, Issuer acknowledges and consents that OH&S may have had, have or in the future have attorney - Indian River County Agreement Page 2