Common use of Compensation and Reimbursements Clause in Contracts

Compensation and Reimbursements. (a) For the services described above, Bond Counsel shall be paid a flat fee of $25,000. In addition to such fee for services, the County shall pay Bond Counsel a flat amount of $1,500 to cover costs and expenses (direct and indirect) incurred in connection with the services rendered pursuant hereto, including (without limitation) filing, document reproduction and delivery, travel, long distance telephone, telecopy, word processing, computer research, secretarial overtime, final transcripts and other similar expenses. (b) Bond Counsel’s fees and payment for expenses shall be payable by the County at or after issuance of the Notes. Payment of all fees and expenses hereunder shall be made from proceeds of the Notes and shall be contingent upon execution and delivery of the Notes, so long as any failure of the Notes to be issued is for reasons beyond the control of the County. (c) Bond Counsel’s fees are based, in part, upon the assumption that the structure of the financing will conform to the description in the recitals to this Agreement, the scope of services will conform to the description thereof contained in Section 1 of this Agreement, the transaction will not have an extraordinary amount of problems or issues, Bond Counsel will be required to attend no more than the usual number of meetings and conference calls, Bond Counsel will not be required to generate an inordinate number of drafts of the documents for which it is responsible, the structure of the transaction will not materially change (particularly after preparation of the Major Legal Documents has commenced), and the Notes will be issued not later than four months from the date the drafting of the Major Legal Documents has commenced. If any part of this assumption is incorrect, or if any unusual or unforeseen circumstances arise, and occasions substantial additional work or responsibility on the part of Bond Counsel, Bond Counsel will be entitled to seek additional compensation in such amount as the County and Bond Counsel shall mutually agree to be appropriate.