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SQUIRE%,$ PATTON BOGGS September 19, 2014 The Honorable Kevin M. Kennedy, Mayor City of North Olmsted City Hall 5200 Dover Center Road North Olmsted, Ohio 44070 Board of Education EXHIBIT Squire Patton Boggs (US) LLP uJ 4900 Key Tower /I 127 Public Square Cleveland, Ohio 44114 a 0 +1 216 479 8500 F +1 216 479 8780 squirepattonboggs.com John S. Larson T +1 216 479 8624 john.larson @squirepb.com Re: Bond Counsel, Disclosure Counsel, Election Counsel and Special Counsel Services Dear Mayor Kennedy: We are pleased that City of North Olmsted has requested Squire Patton Boggs (US) LLP (the "Firm" or "Squire ") to continue to serve as bond and disclosure counsel to the City in connection with the City's financing matters, as election counsel in connection with City bond and tax levy election matters and as special counsel in other matters you refer to us from time to time during the period from January 1, 2014 through December 31, 2018. A written engagement agreement is both requested by the City and now recommended by the law of professional ethics in Ohio and other jurisdictions in which we at the Firm practice law. The engagement agreement between us consists of this letter, the Standard Terms and Conditions of Engagement ( "Standard Terms ") attached hereto, and any supplements to each provided from time to time as contemplated herein, all of which are designed to address our responsibilities to each other as well as to respond to requirements in the rules of professional ethics and achieve a better understanding between us. It is governed by the law of State of Ohio. We request that you review this agreement carefully. By continuing our engagement you will be indicating to us that you have done so. As has been the case in the past, on financing transactions our fees for legal services as bond counsel to the City will be established based on the size and complexity of the financings and the time and effort required to complete them. We will provide you with estimates of those fees at the outset of each transaction in a supplemental matter acknowledgement letter related to the transaction in the form attached hereto and advise you of a more definitive number as we get closer to the closing date. Under this arrangement our fees will be subject to adjustment in the event that circumstances relating to the transaction, including its timing and structure, vary to any significant degree from our understanding at the outset. The fee information provided will, in each instance, cover both fees and disbursements and out -of- pocket expenses. Our fees for legal services as disclosure counsel in connection with the preparation of the City's annual information filings and other filings made pursuant to continuing disclosure agreements entered into in connection with financing transactions and rating agency surveillance will be flat fees established in the same manner and will ordinarily be between $3,500 and $4,500 annually. Similarly, as has been the case in the past, our fees on election matters will be based on the nature and extent of the proceedings required and the time and effort required to complete them. We expect that our fees for election counsel services in connection with the submission of a bond issue question will ordinarily be 44 Offices in 21 Countries Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information.