25B - AGMT GAS TAX REFUNDING - Laserfiche WebLink

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EXHIBIT 2 Futures, Inc. has a Fiduciary Duty :tot. h. eti.ya.pdmustprovtOebbthaDuti/ofCareaiidaDLttyof Loyalty that entails the following. Duty of Cafe: a) exercise dug care in performing its municipal advisory activities, b) possess the degree of knowledge and.expertiqp needed to provide the Cltvwlth informed advice; c) make a reasonable ipqurV.as to the lacts.that are relevant to the. CIW-s determination as to whether to proceed with a course of action cir`that for the basis for any advice provided to the City, and d) undertake a reasonableinvestigaitilon to determinethat Utban Futures,.Inc. Is not forming anyrecommericlationcin materially inaccurate or incomplete information- Urban Foturesj lnr,,mvst have a reasonable basis for; I. any advice provided. to or, on behalf Of the City; I!. any representations made, In a certificate. that it signs that will be reasonably foreseeably retied upon by. the City; any other party involved In the municipal! securities transaction or municipal financial Product, or investors in the City securities, and 111*1 any information provided ed to.the City Of other parties involved in the municipal securities transaction In connection with the preparation of an official statement. Duty. of Loyalty: Urban Futures, Inc. must deal honestly and .With the utmost good faith With the, City and act in the city's best Interests without regard to the financial or other interests of Urban itan Futuresjnt, .Urban Futures, Inc: will eliminate or provide full and fair ir disclosure (included herein) to the City about. each material conflict of interest (as applicable). Urban futures, Inc. will not engage in Municipal advisory activities with the City as a municipal entity, if It -cannot manag e or Mitigate Its conflicts In a mannerlhat.will permit it to act in the. Citys best interests. Cdnflicts.Af Interest and Other Matters Requiring Disclosures. As of the date of the Agreement, thereare. no: actual or potential conflictsof Intereathat Urban Futures, Inc. K aware of that might impair its abilityto render unbiased and Competent advice or to fulfill its fiduciary -duty: .Urban Futures, Inc. represents that in connection with the Issuance of Municipal securities, Urban Futures, Inc. may r4pcei e v compensation from the City for servites'rendered,: which• compensation. is ,contingent upon the sUctestful-closing of a trans.action and/or.1s, based. on the size)of a transaction. Consistentwith the reqylrements of INISR13Rule 0-42, Urban Futures, Inc. hereby discloses that such contingent O.rid/6r.transaictiodal:compensatton may present a potential conflict Urban Futures, Inc. 25B-1 7