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January 1, 2015 <br />Mr. Ron Wynne <br />Directory of Finance <br />Mayfield Village <br />6622 Wilson Mills Road <br />Mayfield Village, OH 44143 <br />Re: Brokerage / Consulting Letter Agreement <br />Chapman and Chapman ("CHAPMAN AND CHAPMAN"), with its principal place of business located at 2307 E. Aurora <br />Road, Twinsburg, OH 44087, is pleased to provide Mayfield Village this Letter Agreement for Employee Benefits <br />consulting services. By executing this Letter Agreement, Mayfield Village hereby retains CHAPMAN AND CHAPMAN <br />to perform employee benefits brokerage services for it. <br />1. SERVICES <br />Our clients reflect a variety of industries and corporate cultures; therefore, we strive to assist each client by <br />customizing our services to meet each company's specialized needs. <br />A. Services to be Provided <br />An outline of the services we shall provide to you are contained in ADDENDUM 1, which is attached hereto and <br />made a part of this Letter Agreement. B. Existing Insurance Policies <br /> <br />The services to be provided by CHAPMAN AND CHAPMAN hereunder are provided for the exclusive benefit of <br />Mayfield Village. The services, recommendations, proposals and information provided by CHAPMAN AND CHAPMAN <br />are not to be distributed to, used by or relied upon by other parties. Furthermore, if the services to be provided by <br />CHAPMAN AND CHAPMAN hereunder shall be deemed by Mayfield Village to apply to any insurance policy/policies <br />that was in effect prior to the effective date of this Letter Agreement, then CHAPMAN AND CHAPMAN's services <br />shall not be assumed by Mayfield Village to remedy or resolve any deficiencies in such policy/policies. CHAPMAN <br />AND CHAPMAN will neither assume nor accept liability for any deficiencies, errors or oversights inherent in such <br />policy/policies until such time as CHAPMAN AND CHAPMAN has had adequate opportunity to review such <br />policy/policies and to provide recommendations to Mayfield Village concerning same. <br />C. Additional Services <br />The services described in ADDENDUM 1 are the only services to be provided by CHAPMAN AND CHAPMAN to <br />Mayfield Village under this Letter Agreement. Any additional services requested by Mayfield Village and the <br />:orresponding compensation therefore, shall be separately negotiated by CHAPMAN AND CHAPMAN and Mayfield <br />Jillage and described in an amendment either to this Letter Agreement or to ADDENDUM 1. <br />EXHIBIT A