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Municipal Advisory Service Agreement <br />It is expressly understood that there is no obligation on the part of the City under the terms of this <br />Agreement to issue the Debt. If the Debt is not issued, NSI agrees to pay its own expenses and receive <br />no fee for any municipal advisory services it has rendered pursuant to this Agreement. <br /> <br />CONFLICTS OF INTEREST <br />NSI is not aware of any material conflicts of interest that could reasonably be anticipated to impair <br />NSIthe City in accordance with the standards of conduct <br />for municipal advisors. <br />The compensation for services provided in this Agreement is customary in the municipal securities <br />market, but may pose a conflict of interest. Since the fee is payable at closing and only if the Debt is <br />issued, NSI may have an incentive to encourage issuance. Compensation linked to the size of the <br />transaction may provide incentive to increase the amount of the Debt. Compensation considerations <br />to the City. In executing this Agreement, the City acknowledges and accepts the potential conflicts of <br />interest posed by the compensation to NSI. <br />Northland Capital Holdings is the parent company of NSI. Another subsidiary of Northland Capital <br />Holdings is Northland Trust, Inc. Northland Trust provides paying agent services to issuers of <br />municipal bonds. The City is solely responsible for the decision on the source of paying agent services. <br />Any engagement of Northland Trust is outside the scope of this Agreement. No compensation paid to <br />Northland Trust is shared with NSI. <br />NSI does not provide executive search, organizational development, compensation systems or other <br />management consulting services that may directly or indirectly affect City staff that recommend the <br />engagement of municipal advisor services and may pose a conflict of interest. <br /> <br />LEGAL AND DISCIPLINARY ACTIONS <br />There are no legal or disciplinary events reported by the Securities and Exchange Commission <br />contained in Form MA or Form MA-I. The City can find information about these forms and accessing <br />information related to NSI at www.sec.gov/municipal/oms-edgar-links. <br /> <br />SUCCESSORS OR ASSIGNS <br />The terms and provisions of this Agreement are binding upon and inure to the benefit of the City and <br />NSI and their successors or assigns. <br />3 <br /> <br />