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MAS Financial Advisory Services LLC City of North Olmsted in good faith and based upon reasonable assumptions. The City acknowledges and agrees that MAS will rely upon such materials, information and projections without independent verification. With respect to all information provided by or on behalf of the City to MAS under this Agreement. If requested by MAS, the City agrees to obtain the required certifications from its appropriate representatives as to the accuracy of such information and to use its best efforts to obtain certifications (in a form reasonably satisfactory to MAS from representatives of other parties where appropriate. The City acknowledges that MAS shall be entitled to rely on the accuracy and completeness of all information provided by or on behalf of the City. 5. Client Disclosure Responsibilities - The City acknowledges that it is responsible for the contents of its disclosure document and is subject to and may be held liable under federal or state securities laws for violations thereof, including misleading or incomplete disclosure. Regulatory Disclosures - MAS is a registered municipal advisor with the Municipal Securities Rulemaking Board (MSRB) and the Securities and Exchange Commission (SEC). MAS is not subject to any legal or disciplinary event that would be material to the City's evaluation of MAS's integrity or management of its personnel or that has been disclosed by MAS in its most recent form MA or form MA -I. Information requirements concerning MAS's registration with the SEC and its forms MA and MA -I can be found at the SEC web site https://www.sec.aov/edoarlsearchedL7arlcompanysearch.html referencing file number 867-02141. Non Discrimination - MAS will not discriminate with regard to the employment of persons, or refuse to continue the employment of any person, on account of the race, creed, color, sex, national origin, or other protected class of such person or persons. In addition, MAS will not discriminate in connection with the Agreement as it relates to any underwriting or lender recommendations made by MAS. Conflicts of Interest - MAS knows of no actual or potential conflict of interest of MAS nor its employees, officers, agents or affiliates impairing its ability to render unbiased and competent advice to or on behalf of the City or to fulfill its fiduciary duty to it. MAS has no affiliate that provides advice to or on behalf of the City that are directly or indirectly related to the activities of MAS. No payments have been made by MAS directly or indirectly to obtain or retain the services outlined in this Agreement. No payments have been received by MAS from third parties to enlist the recommendations resulting from this Agreement or any transactions or services associated with the services provided by MAS under this Agreement. Other than any services requested by the City and documented by a separate agreement with the City, MAS has no fee splitting arrangement with any provider of investment or other financial product services. 9. Municipal Advisory Agreement Fees - In consideration for the services rendered pursuant to this Agreement, the City agrees that MAS fee will be computed as shown on the "Municipal Advisory Agreement Fee Schedule" attached hereto and will become immediately due upon the submission of a written invoice. The City agrees and acknowledges that MAS will not be entitled to the reimbursement of any actual "out-of-pocket" expenses incurred in connection with the provision of its services. 10. Scope of Services Limitation - In the event that the City decides to consider the use of financial products other than the services outlined in this Agreement, it may request from and MAS may choose to submit to the City, a separate proposal to provide such services. Such assistance will be described in a separate scope of services letter that will specify the procedures MAS has been requested to perform and the extent of assistance MAS will provide. Fees for such services will be stated in the letter and will be in addition to those described in this Agreement. 4