WISECARTER Wis CARTER CHALD & CARAWAY, BA 2. STEVENS SEALE, eSSDDMISECARTERLCOM JACKSON, MississirrT Diner Last: (601) 326-7706 FACSIMILE: (601) 944-7738, Aptil 21, 2010 Members of the Board of Supervisors Madison County, Mississippi Attn: Honorable Tim Johnson 146 West Center Street P.O, Box 608 Canton, MS. 39046 Gentlemen: Asyou know, thete currently exists an Agreement (Agreement) for services made by and between the Board of Supervisors of Madison County, Mississippi (hereinafter Madison County), and Wise Carter Child & Caraway, PA (hereinafter Wise Carter) on May 23, 2008 which was latet amended by letter ageeement dated April 30, 2009. Based upon your advice to me, I understand Madison County wishes to extend and amend the Agreement. I have, therefore, prepared this Amendment for your review and execution, ‘As of the effective date of May 1, 2010, this Amendment further modifies the above referenced Agreement, as amended, between the parties. In any instance in which a provision of this Amendment contradicts or is inconsistent with the previous Agreement, as amended, the provisions of this Amendment shall prevail and govern and the contradicted ot inconsistent provisions shall be deemed amended accordingly. ‘The term of the Agreement shall be extended for a period beginning on May 1, 2010 and continuing until April 30, 2011. The Agreement may be extended only upon mutual written agreement of both patties. ‘The parties agree that C, Stevens Seale (hereinafter “Seale”) and other Wise Carter personnel as necessary will provide assistance and counsel to Madison County regarding relations with federal and state government entities, public policy and regulatory matters. ‘The ptimary focus of such representation will be to obtain federal funding for various projects as ‘Madison County may ditect. ‘The scope of the representation may be expanded by agreement of the parties. Madison County will pay Wise Carter for performance of such services a fixed-fee of $75,000 for the period May 1, 2010 through April 30, 2011. ‘This fixed-fee will be paid in twelve equal monthly installments of $6,250. Medison County will also pay any reasonable out-of- pocket expenses incurred in performance of this agreement including, but not limited to, airfare JACSSON: 4 CAPITOR. St HERITAGERLIDG, SUITE 00, JACKSON AS39201 #10 BOX ¢S JACKSON, MS 3205-0651» 1146019685800 FAX. 98,5598 (GULE COAST, 278] CX SWHTZER Sk, DRIVE SUITE 307, AULOMI 35 2952 PH.228 3859890 FAK 2282 IATTIESBURG: 601 ADELINE ST, HATTIESBURG MS 401 * PO HOX 90, HATFIESKURG MS 324080550» PH. 82 iemunicenrrr comApril 21, 2010 Hon. Tim Johnson Page 2 and/or mileage, lodging, and other travel-related expenses, meals and entertainment, online computer research, design, printing, and telephone and telephone facsimile services when invoiced as provided herein, Any single expense (single expenditure) to be incurred in excess of $250 must be pre-approved by Madison County through its designated representative. ‘The patties recognize that travel to Washington, DC may be necessary to accomplish the purposes of this agreement. ‘The parties further recognize and agree that, where possible, Seale will attempt to accomplish such requited travel in conjunction with travel on behalf of other clients he represents and to minimize the cost of such travel by Madison County. Any travel to Washington, DC or such other place as necessary and any expense associated with such travel must be pre-approved by Madison County through its designated representative and scimburscment of the cost of such travel will be limited to the amount permitted in accordance with applicable law. Wise Carter will send Madison County a statement at the end of each month regarding, the installment due for services rendered as well as a statement of expenses incurred during the previous month. Madison County recognizes and agrees that the fixed-fee paid in accordance with the texms of this agreement is not based on the number of hours worked in furtherance of said agreement and further agrees that the amount of said fee is reasonable and proper in consideration of the nature of the setvices to be performed by Wise Carter in furtherance of said agreement. ‘This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the state of Mississippi. Ifany provision of this Agreementis held invalid, unenforceable or illegal, the remainder of this Agreement shall nevertheless remain in full force and effect, and the invalid, unenforceable or illegal provision will be amendable automatically to the extent necessary t0 make it valid, enforceable, legal and as consistent as possible with the intentions of the patties in forming this Agreement, This Agteementis the entire agreement between Madison County and Wise Carter. ‘This Agecement shall not be modified, amended, discharged or waived in any ‘way except by written agreement executed by Madison County and Wise Carter, ‘This agreement may not be cancelled by either patty without the written consent of the other. ‘This agreement may be extended of modified by agreement of the patties. Such extension or further agreements between the patties must be in writing, ‘This Amendment may be signed in two counterparts, each of which shall be deemed an. original and which shall together constitute one Agreement.April 21, 2010 Hon, Tim Johnson Page 3 Sincerely yours, WISE/CARTER CHILD & CARAWAY, PA . Stevdns Sealey Witnessed: Bric Hamer, Bowed Attorney, Madison County Board OF Supervisors CSS/sj