FIELDMAN, ROLAPP & ASSOCIATES, INC. -2014

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review and such other services that axe not ordinarily considered within the scope of services described in Exhibit A to this Agreement. 2.05 Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2 -12 or other similar rules. 2,06 Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to hind the Project. Section 3 Compensation 3.01 For Consultant's performance of Services as described in this Agreement, including Additional Services requested by the City, the Consultant's compensation will be as provided in of Exhibit B attached to this Agreement. 3.02 Payment of Consultant's expenses shall be made at the time and in the form as provided for in Exhibit B to this Agreement. 3.03 'Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 The schedule of Consultant fees set forth in this Agreement and Exhibits is guaranteed by Consultant through the term of the Agreement. Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has the tight to approve or disapprove any proposed changes in Consultant's staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever. Section 5 Term of Agreement, This Agreement shall continue in full force and effect from the above-referenced date through January 21, 2017 unless terminated by either party by not less than thirty (30) days written notice to the other party except that in the event of termination, the Agreement shall continue in full forco and effect until completion of Consultant's services then in progress. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties. This shall not prohibit the City and Coiisultant from entering into separate agreements for other services, CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES Page 2 FRA Project No. 15307