SA Agmt 2014 Jones Hall - Laserfiche WebLink

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(with the prior approval of the Successor Agency), messenger and delivery services, court filing fees, costs of legal publication, photocopying and preparation of official transcripts of the proceedings. (d) Contingent Nature of Fees. The fees and reimbursements described in paragraphs (a), (b) and (c) shall be contingent upon the issuance of the Bonds by the Successor Agency. Such fees and reimbursements shall be payable solely from the proceeds of the Bonds. SECTION 5. Responsibilities of the Successor Agency. The Successor Agency shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Successor Agency, or other deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Bonds, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, the cost of preparing the Bonds for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Bonds, shall be paid by the Successor Agency. SECTION 6. Termination of Agreement. This Agreement may be terminated by the Successor Agency at any time by giving written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of Successor Agency, becomes its property and shall be delivered to it by Attorneys. If this Agreement is terminated by the Successor Agency and the Bonds are subsequently issued, Attorneys shall be paid a fee for.their services rendered through the date of such termination, in a pro rata amount of the total fee which would have been paid hereunder had such termination not taken place. SECTION 7. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances shall Attorneys be considered an agent, partner, or employee of the Successor Agency. SECTION 8. Liability Insurance; Costs of Regulatory Agency Investigations. Attorneys must maintain at their own expense at all times during the term of this Agreement policies of insurance, acceptable to the Successor Agency, covering its workers' compensation injuries, public liability and professional liability. In the event any investigation, inquiry or other action is instituted by the Securities and Exchange Commission, the Internal Revenue Service or other governmental regulatory agency into the Certificates under federal securities law or federal tax law, the Successor Agency and Attorneys shall meet and confer to discuss the extent to which it is appropriate for Attorneys to represent the common interests of the Successor Agency and Attorneys in responding to such investigation, inquiry or other action, and the extent to which the cost thereof shall be borne by Attorneys. SECTION 9. Assignment. Attorneys may not assign their rights or delegate their obligations under this Agreement, in whole or in part, except with the prior written consent of the Successor Agency. -4-