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City of Santa Ana Proposal for Services July 15, 2014 Page 4 of 8 Compensation for professional services in Task 1 will be billed separately on a time and materials basis with a estimated budget of $35,000 dollars, with additional Client authorization required beyond the initial budget. Full payment must be received by Consultant before the written summary of Kosmont's analysis is released to Client. Professional Services will be invoiced monthly at Consultant's billing rates, as shown on Attachment A, plus reimbursement for out-of-pocket expenses such as travel and mileage, professional printing, conference calls, and delivery charges for messenger and overnight packages at actual cost. Consultant will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone and postage costs equal to four percent (4.0%) of Consultant's monthly professional service fees incurred. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum. Consultant is prepared to commence work immediately upon receipt of authorization. Aspects of subsequent tasks and services (if any) such as acquisition or disposition of property, lease transactions, and/or specific government funding including financing programs such as, but not limited to, grants, public (tax-exempt) or public/private (taxable/tax-exempt) bonds or notes, lease or lease/leaseback financing or other structures are typically provided under a separate commission based compensation agreement, by Kosmont Realty Corporation ("KRC"), a licensed California brokerage firm that is registered as a municipal advisor with the Securities Exchange Commission (SEC). V. OTHER PROVISIONS A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time upon written notification to the other party. Payment for fees accrued through the date of termination shall be remitted in full. B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement, or the making, performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding shall be entitled to take up to five depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all mixed questions of law and fact, in accordance with the substantive law of the State of California to the end that all rights and defenses which either party may have asserted in a court of competent jurisdiction shall be fully available to such party in the arbitration proceeding KOSMONT COMPANIES 865 South Figueroa Street 35t" Floor Los Angeles CA 90017 ph 213.417.3300 fix 213.417.3311 w .kosmont.com