Agmt16 Jones Hall, A Professional Law Corporation

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or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. Consultant's opinion will assume the accuracy of these representations and compliance with these covenants. Consultant will not undertake to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. In this regard, City agrees to familiarize itself with the relevant requirements and restrictions necessary for the Bonds to qualify for exemption from federal income taxation and to exercise due diligence both before and after issuance of the Bonds in complying with these requirements. 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 4. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 5. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be Forty Six Thousand Dollars ($46,000). Payment of $43,500 shall be contingent and shall be due and payable upon the delivery of the bonds or other securities ("Bonds") sold by the City and shall be payable solely from the proceeds of the Bonds and from no other funds of the City. Payment of $2,500 for training shall be non-contingent. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 5.1 An application for payment form must be submitted to City which shall include a clear, detailed invoice reflecting work being billed for. 5.2 Consultant shall maintain adequate records and shall permit inspection and audit by City of Consultant's charges under this Contract. Consultant shall make such records available to City during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to City and any specified public agencies. Such records shall be maintained by Consultant for one (1) year following completion of the work under this Contract unless a longer period of time is required by state or federal law, in which event Consultant shall retain its records for the time required by such laws. 5.3. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, Page 2 of 10 REV: 01-26-17 JS ATTY/AGR/2017.019/JONES HALL WATER BOND REFUNDING 2017