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09960.00000\42067547.1 3 <br />2. COMPENSATION FOR SERVICES RENDERED <br />a. For services to be rendered as Bond Counsel and Disclosure Counsel to the City in <br />connection with the issuance of the Bonds, Bond Counsel will be paid a flat fee of <br />$85,000. <br />b.The fees referenced in this Section 2(a) and (b) shall be paid to Bond Counsel on the <br />closing date and shall be payable solely from Bond proceeds; provided that, if the City <br />does not elect to pursue the issuance of the Bonds, the City shall pay Bond Counsel <br />the $25,000 referenced above plus the expenses incurred as specified below. <br />c.The fees referenced in this Section assume that the Bonds will be issued within <br />eighteen months from the date of this Agreement. In the event the Bonds are not <br />issued within that time, Bond Counsel reserves the right to make such modifications <br />to the foregoing fees as the City and Bond Counsel agree, as justified by reason of <br />increased cost to Bond Counsel and the then prevailing fees for disclosure counsel and <br />bond counsel services for Bonds. <br />d.The total sum to be expended under this Agreement, shall not exceed $88,000, <br />including any extension periods <br />e.City agrees to reimburse Bond Counsel for out-of-pocket expenses, including but not <br />limited to, mileage, copying costs, service of process, and mail services authorized by <br />the City Attorney in connection with the performance of duties under this Agreement. <br />In-house printing, copying, and reproduction charges will be reimbursed at the rate of <br />20 cents per page. Automobile travel will be reimbursed at the standard mileage rate <br />in effect at the time of billing by the Internal Revenue Service. All expenses must <br />have supporting documentation submitted with the invoice. <br />3.METHOD OF PAYMENT Bond Counsel shall submit a monthly statement specifying <br />the services performed, dates and number of hours, and an itemization of expenses related thereto <br />with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges <br />that the fees incurred for work performed by Bond Counsel on its behalf are due and owing within <br />60 days of the work being performed. At Bond Counsel’s discretion, they may choose to defer <br />payment. Notwithstanding this, City agrees that it shall tender payment within 60 days of written <br />demand by Bond Counsel for payment. Unless expressly stated thereon, monthly statements <br />generated by Bond Counsel shall not constitute written demand, but shall simply be a written <br />reflection of work performed and fees incurred. <br />4.CONTROL OF LEGAL MATTERS Bond Counsel agrees that each and every matter or <br />proceeding in which they undertake to assist the City, as aforesaid, shall be and remain under, and <br />subject to the control and direction of City at all stages, and that they shall at all times keep the City <br />informed of all matters pertaining thereto. City will keep Bond Counsel informed of all significant <br />developments in matters relating to any representation undertaken by Bond Counsel. Bond Counsel <br />further agrees, if and when their retention hereunder is terminated by City, as hereinafter specified, <br />they shall return to City any and all files then in their possession concerning each and every matter or <br />proceeding in which they represented the City pursuant to this Agreement.