Professional Services Agreement - Fifth Third Securities - Zoo Capital Project Underwriter Services

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FIFTH THIRD" SECURITIES Disclosures Pursuant to MSRB Rule G-17 Our Role and Duties As an underwriter, we must deal fairly at all times with both municipal issuers and investors. Our primary role as underwriter is to purchase the Bonds with a view to distribution in an arm's-length commercial transaction with the Issuer. An underwriter has financial and other interests that differ from those of the Issuer. As underwriter, we have a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to sell the Bonds to investors at prices that are fair and reasonable. We do not have a fiduciary duty to the Issuer under the federal securities laws and, therefore, are not required by federal law to act iri the best interests of the Issuer without regard to our own financial or other interests. We will review the official statement for the Bonds in accordance with, and as part of, our respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction. Our Compensation We will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement and/or other documerit(s) to be negotiated and entered into in connection with the issuance of the Bonds, Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest because we may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size, of the transaction be, larger than is necessary, To date we have not identified any additional potential or actual material conflicts that require disclosure. Additional Conflicts Disclosures We may receive customary fees and reimbursement for expenses from an issuer of securities or its affiliates hi the ordinary course of our financial services business. The services or products we may provide to you may include banking products and services (such as deposit taking, lending, credit card services, risk mitigation strategies and other, traditional, conu-nercial banking products and services), investment services (such as the purchase or sale of a wide variety of securities, derivatives and other instruments and may engage in transactions with you as principal or agent, and the instruments, we sell to you may be structured by us, or other parties not affiliated with us. We (or our affiliated entities and persons) may also take various assets of yours as collateral in our various capacities and may have broad rights with respect to that collateral, depending upon our rights and our agreernent(s) with you. We (or our affiliated entities and persons) may also provide investment recommendations, trading ideas and other information about instruments with respect to which we may at any time hold, or recommend that other clients take, long and/or short positions. Fifth Th it d Snc(iriUes is the trade name used by FifUl"Mird 3ecwffi(,,,s, Inc., menfl)er FIN RAi�"If'4:, a wholly owned sul)-gHiaiy of Fifth Th Id ffivrk, a registered btoker-dE,,aler, atid a regis I caed inv(.Mlnel It advisor' registered with the U.S. Sel"(11ities and EvlianpE? Coirt))jssion ISFEC). Repistratiott does not briply a certain level of drill or training, Securities rand lrvestrtierits offered dircogh Ftfth Third Secutjttcs, Inc.. and insurance podticts: Are Not FDIC MSUNd Off( r No Bat* Gtjarwlion May Lose Value Are Not hsursd By Ariy Federal Government Agency Are Not A Deposit Insuianu- poducts rnade, available thlMlgh Fifth Third hismailce Agency, Inc.