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Municipal Advisory Service Agreement <br />3 <br />• Bond insurance fees, if any. <br />• Accounting and other related fees. <br />It is expressly understood that there is no obligation on the part of the Client under the terms of this <br />Agreement to issue the Debt. If the Debt is not issued, Northland agrees to pay its own expenses and <br />receive no fee for any municipal advisory services it has rendered pursuant to this Agreement. <br /> <br />CONFLICTS OF INTEREST <br />Northland, as your Municipal Advisor, mitigates conflicts through its adherence to its fiduciary duty <br />to the Client, which includes a duty of loyalty to the Client in performing all municipal advisory <br />activities for the Client. This duty of loyalty obligates Northland to deal honestly and with the utmost <br />good faith with the Client and to act in the Client’s best interests without regard to our own financial <br />or other interests. In addition, because Northland is a broker-dealer with significant capital due to the <br />nature of its overall business, the success and profitability of Northland is not dependent on <br />maximizing short-term revenue generated from individualized recommendations to its clients but <br />instead is dependent on long-term profitably built on a foundation of integrity, quality of service and <br />strict adherence to its fiduciary duty. Furthermore, Northland’s municipal advisory supervisory <br />structure leverages our long-standing and comprehensive broker-dealer supervisory processes and <br />practices, and provides strong safeguards against individual representatives of Northland potentially <br />departing from our regulatory duties due to personal interests. The disclosures below describe, as <br />applicable, any additional mitigations that may be relevant with respect to any specific conflict <br />disclosed below. <br />Northland serves a wide variety of other clients that may from time to time have interests that could <br />have a direct or indirect impact on the interests of the Client. For example, Northland serves as <br />Municipal Advisor to other Municipal Advisory clients and, in such cases, owes a regulatory duty to <br />such other clients just as it does to the Client under this Agreement. These other clients may, from time <br />to time and depending on the specific circumstances, have competing interests, such as accessing the <br />new issue market with the most advantageous timing and with limited competition at the time of the <br />offering. In acting in the interests of its various clients, Northland could potentially face a conflict of <br />interest arising from these competing client interests. In other cases, as a broker-dealer that engages in <br />underwritings of new issuances of municipal securities by other municipal entities, the interests of <br />Northland to achieve a successful and profitable underwriting for its municipal entity underwriting <br />clients could potentially constitute a conflict of interest if, as in the example above, the municipal <br />entities that Northland serves as underwriter or municipal advisor have competing interests in seeking <br />to access the new issue market with the most advantageous timing and with limited competition at <br />the time of the offering. However, none of these other engagements or relationships would impair <br />Northland’s ability to fulfill its regulatory duties to the Client. <br />The compensation for services provided in this Agreement is customary in the municipal securities <br />market, however, it may pose a conflict of interest. The fees due under this Agreement are in a fixed <br />amount established at the outset of the Agreement. The amount is usually based upon an analysis by <br />Client and Northland of, among other things, the expected duration and complexity of the transaction <br />and the Scope of Services to be performed by Northland. This form of compensation presents a