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MAS Financial Advisory Services LLC City of North Olmsted <br />11. Duration of Agreement - This Agreement shall be for a period of 12 months from its date of <br />execution by the City (the "Agreement Period"), However, it is contemplated that this Agreement <br />shall renew itself each period on the anniversary of the execution date of the Agreement. This <br />Agreement may be terminated by either party upon 30 days written notice. In the event of early <br />termination, MAS will be entitled to any earned but not yet paid fees. <br />12. Agreement Liability Limits - Notwithstanding anything in this Agreement, MAS shall indemnify <br />and hold the City harmless only against any losses, claims, damages or liabilities to which it may <br />become subject by reason of, or as a result of, MAS gross negligence or willful misconduct; <br />provided, however, that such losses, claims, damages or liabilities must not be attributable to <br />the City own negligence or misconduct. <br />The City understands and acknowledges that MAS will carry $1,000,000 of professional liability <br />insurance. <br />13. Entire Agreement - This Agreement constitutes the entire Agreement of the parties, which may <br />only be amended only in writing signed by the authorized signatories for the City and MAS. The <br />City's acceptance of this Agreement will be deemed to have occurred on the date the Agreement <br />is signed and dated by a duly authorized representative(s) of the City. <br />14. Employees of MAS Financial Advisory Services LLC - All individual employed by MAS that <br />provide personal services to the City are not public employees for the purpose of ORC Chapter <br />145, as amended. <br />By: <br />Matthew A. Stuczynski <br />MAS Financial Advisory Services LLC <br />Agreed to and accepted this _th day of , 2018 <br />Carrie Copfer <br />Director of Finance <br />City of North Olmsted <br />