MBIA MUNISERVICES-MMC/MUNICIPAL RESOURCES

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resulted from its Py -specific compliance review activities. S025% applies to the additional revenue received by the CITY for the first twelve quarters following the correction of the error/omission. In addition, MMC may seek to recover all revenue due the CITY from prior periods, if any. In that case, MMC will also receive 25% of any retroactive recovery. Notwithstanding the foregoing, nothing herein shall prohibit the parties from entering into a written agreement on compensation for CITY -specific audit services on a fixed fee or any other separately negotiated basis. D. CITY's Obligations Regarding the CITY -specific compliance review activities of MMC in Sections 4 and 6(C) above, the CITY agrees to: Invoice the responsible party for tax deficiencies (plus interest and penalties if applicable) identified and confirmed by MMC within thirty (30) days following receipt of MMC's detection report or correspondence; 2. Provide MMC with a copy of any settlement agreement with a taxpayer/tax collector within ten (10) days of entering into such agreement; and, 3. Notify MMC within ten (10) days following receipt by the CITY of payments (cash, installment, or other compensation directly benefiting the CITY) of such tax deficiencies, whether invoiced or not. Upon receipt of such notice, MMC will promptly invoice the CITY. MMC's compensation is due and payable within thirty (30) days of the CITY's receipt of MMC's invoice. E. MMC Expenses MMC shall absorb all expenses incurred by MMC in providing its services as described herein. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, lodging, Federal Express, mail, telephone, copying, directories, on-line resources, and other overhead and miscellaneous expenses. 7. TERMINATION OF AGREEMENT A. Either the CITY or MMC may terminate this AGREEMENT, by thirty (30) days prior written notice as provided in this Section; provided, however, if CITY terminates this AGREEMENT at any time within twenty-four (24) months following the effective date of this AGREEMENT, CITY shall nevertheless pay MMC eight quarterly payments from the commencement of the AGREEMENT. B. Upon termination of the AGREEMENT as provided herein, MMC shall be entitled to retain any fees it may have received from the CITY pursuant to Section 6(A) of this AGREEMENT. In addition, MMC shall be entitled to payment according to the terms of Section 6(B) and (C) for all additional revenues, including interest and penalties, that MMC is able to reasonably substantiate resulted from its compliance review activities pursuant to Section 6(B) and (C) during the term of the AGREEMENT. Within thirty (30) days following termination, MMC shall provide CITY with a list of detections of non-compliance resulting from the compliance review activities of MMC. CITY shall, in good faith, diligently seek to: i) correct such detections of non-compliance made by MMC prior to the date of termination; and, ii) collect the additional revenues that are due the CITY and MMC for past periods and for the 12 quarters going forward following the correction, even though the date of actual correction may occur after the termination date. MMC shall assist the CITY in this correction/collection effort, if so requested by the CITY. 8. OTHER GENERAL PROVISIONS A. In addition to the above provisions, the parties also agree to be bound by the general provisions as set forth in "Exhibit A" of this AGREEMENT, which are by this reference incorporated herein. In the event of disagreement between the specific provisions of this AGREEMENT and the general provisions, the specific provisions of this AGREEMENT shall prevail. B. This AGREEMENT, and any attachments hereto, shall supersede the Agreement entered into by the parties dated November 16, 1992, with regard to provision of services pertaining to the utility users tax.