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status is required pursuant to the IRMA exemption,as interpreted from time to time by the SEC). <br />Client acknowledges and agrees that any reference to PFM,its personnel and its role as IRMA, <br />including in the written representation of Client required under SEC Rule 15Ba1-1(d)(3)(vi)(B)shall <br />be subject to prior approval by PFM.Client further agrees not to represent that PFM is Client's <br />IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, <br />outside of the scope of services without PFM's prior written consent. <br />2.MSRB Rule G-42 requires that municipal advisors make written disclosures to its <br />Clients of all material conflicts of interest and certain legal or disciplinary events.Such disclosures <br />are provided in PFM's Disclosure Statement delivered to Client together with this Agreement. <br />IV.FINANCIAL ADVISORY COMPENSATION <br />For the services provided under this Agreement,PFM's professional fees shall be paid as <br />provided in Exhibit B to this Agreement and Client shall pay expenses and fees for other services <br />not set forth in Exhibit A as provided below. <br />1.Reimbursable Expenses <br />In addition to fees for services,PFM will be reimbursed for necessary,reasonable,and <br />documented out-of-pocket expenses incurred,including travel,meals,lodging,telephone,mail,and <br />other ordinary cost and any actual extraordinary cost for graphics,printing,data processing and <br />computer time which are incurred by PFM.The Client will be responsible for expenses of third- <br />parties providing separate services,including bond rating agencies,bond counsel,of6cial statement <br />distribution,and fiscal agent or refunding agents.Upon request of Client,documentation of such <br />expenses will be provided. <br />2.Other Services <br />Any services which are not included in the scope of services set forth in Exhibit A of this <br />Agreement will be subject to separate,mutually acceptable fee structures. <br />IV.TERMS AND TERMINATION <br />This Agreement shall be effective upon execution until December 31,2017 (the "Initial <br />Term")and may renew for additional 2 year periods (each a "Renewal Term"and together with the <br />Initial Term,the "Term").This Agreement shall remain in effect unless canceled in writing by either <br />party upon thirty (30)days written notice to the other party. <br />V.ASSIGNMENT <br />PFM shall not assign any interest in this Agreement or subcontract any of the work <br />performed under the Agreement without the prior written consent of the Client;provided that upon <br />notice to Client,PFM may assign this Agreement or any interests hereunderto a municipal advisor <br />entity registered with the SEC that directly or indirectly controls,is controlled by,or is under <br />common control with,PFM.