AgdaPkt 2016-09-12 Closed and Joint SA PFA

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REV: 8-14-15 RL Page 2 of 3 fifteen thousand dollars ($15,000) (“Minimum Fee”). Regarding LAW FIRM’s portion of such annual fixed fee, City shall pay to LAW FIRM: City will pay LAW FIRM its allocated fee of the greater of thirty-five percent (35%) of the total annual fixed fee or seven thousand five-hundred dollars ($7,500). If LAW FIRM provides UUT-related election work to City the total annual fixed fee payment shall be allocated and paid separately to LAW FIRM and MuniServics. To LAW FIRM: for the first year, City will pay LAW FIRM its allocated fee of the greater of fifty percent (50%) of the total annual fixed fee or ten thousand dollars ($10,000). Thereafter, City will pay LAW FIRM its allocated fee of the greater of thirty-five (35%) of the total annual fixed fee or seven thousand five-hundred dollars ($7,500). At any time, LAW FIRM and MuniServices may, by mutual agreement, adjust their proportional share of said total annual fixed fee, provided that such parties shall receive prior written approval of such adjustment from CITY. Said annual fixed fee shall be paid in four equal quarterly payments with due dates of: March 31, June 30, September 30, and December 31. The first quarterly payment shall be due on the next quarterly due date following the effective date of this agreement. In the event that any legal services from LAW FIRM are required in connection with a CITY- specific audit, the cost of such services to the CITY shall be paid by MuniServices, and MuniServices shall disclose to the CITY the financial arrangement between MuniServices and LAW FIRM regarding the payment of such costs and how it effects the fees paid by the CITY. 7. TERMINATION. Either LAW FIRM or CITY may terminate this agreement by providing thirty (30) days prior written notice to the addresses in Paragraph 1 of this agreement. If the CITY terminates this agreement at any time within twelve (12) months following the effective date of this agreement, and LAW FIRM has prepared and delivered an ordinance update to the CITY’s satisfaction (whether or not the CITY adopts the recommended update), the CITY shall nevertheless pay LAW FIRM four (4) quarterly payments from the commencement of the agreement, in accordance with Paragraph 6, to compensate LAW FIRM for services rendered. 8. DISCLAIMER OF GUARANTEE. Nothing in this agreement and nothing in LAW FIRM’s statements to CITY will be construed as a promise or guarantee about the outcome of CITY’s matte. Attorney makes no such promises or guarantees. LAW FIRM's comments about the outcome of any matter are expressions of opinion only. Notwithstanding the above, LAW FIRM agrees to perform in a competent and lawyer-like manner. 9. INSURANCE. LAW FIRM shall maintain a policy of professional liability insurance, protecting it against claims arising out of negligent acts, errors, or omissions of LAW FIRM pursuant to this agreement, in an amount of not less than $1,000,000. LAW FIRM agrees to maintain such insurance at LAW FIRM’S expense in full force and effect in a company or companies satisfactory to the City. All coverage shall remain in effect until termination of this agreement. [Signature Page Follows] ATTY/AGR/2015.171/MAYNOR 6.1.O. - Page 12