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MAS Financial Advisory Services LLC City of North Olmsted EXHIBIT MUNICIPAL ADVISORY AGREEMENT 1. visory Services Agreement - This agreement will set forth the terms of the Municipal Advisory Agreement (the "Agreement") pursuant to which MAS Financial Advisory Services, LLC. (MAS) will serve as the Municipal Advisor to the City of North Olmsted, Ohio ("the City"). This Agreement is made and entered into this _th day of , 2018, between the City and MAS Financial Advisory Services LLC, Matthew A. Stuczynski as President. Scope of Advisory Services - To fulfill its duties as Advisor to the City of North Olmsted, under this Agreement, MAS Financial Advisory Services LLC shall perform, but is not limited to performing, the following activities: (a) Serve as the City's independent registered municipal advisor ("Municipal Securities IRMA") as it pertains to the issuance of municipal securities as contemplated and defined by Section 975 of Title IX of the Dodd -Frank Wall Street Reform and Consumer Protection Act. (b) Conduct a review of the financial resources of the City to determine the extent of its borrowing capacity, credit circumstances and any refunding or restructuring opportunities that may be appropriate to consider. This review may include an analysis of 1) the existing debt structure in relation to sources of projected income which may be pledged to secure payment of the Obligations to be issued, 2) future financing needs under consideration 3) debt restructuring alternative, 4) the trends of any sources of funds potentially available for the repayment of the debt and 5) periodic credit rating reviews as required. (c) Submit written recommendations with respect to debt management "best practices" as well as a plan of finance for any debt obligations that may be issued that will address, among other things, 1) t he method of sale (competitive or negotiated), 2) the approximate date of issuance, 3) interest rate structure (fixed or variable), 4) interest payment dates, 5) a schedule of maturities, 6) early redemption options, 7) security provisions, 8) form of other financial assistance and 9) any other matters that the City considers appropriate to the circumstances of the debt. MAS Financial Advisory Services will review the preliminary plan of finance with City staff and will submit an amended final recommended plan of finance that will be presented for approval by the City's governing body. (d) Periodically review the City's financial circumstances as well as changes to its future financing needs with City officials, no less than annually. (e) Review all lender solicitations for a negotiated sale of debt or private placement and assist to evaluate the solicitations in a manner consistent with City instructions. In connection with such solicitations, MAS will evaluate each proposal and assist to determine the merits of each proposal. (f) With respect to negotiated sales, assist to draft a request for proposal for underwriter that is consistent with City approved debt issuance. Upon the receipt of the requested proposals, make a recommendation for the hiring of the underwriter or, if appropriate, an underwriting syndicate.