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MAS Financial Advisory'Services LLC City of North Olmsted <br />(g) With respect to competitive sales, assist to draft the notice of sale that is consistent <br />with City approved debt issuance. Upon the receipt of the competitive bids, we will <br />assist to determine the lowest and best bid. <br />(h) Assist in selecting a date for the issuance of the debt and advise the City of current <br />conditions in the relevant debt market, upcoming bond issues, and other general <br />information and economic data which might reasonably be expected to influence <br />the interest rates or bidding conditions. <br />(i) Maintain liaison with the bond attorneys selected by the City and any other attorneys <br />that may be a party to the transaction and assist in all financial advisory aspects <br />involved in the preparation of appropriate legal proceedings and authorizing <br />documents. <br />(j) Review and comment on the preparation of the City disclosure documents including <br />the Preliminary Official Statement, Official Statement or Private Placement <br />Memorandum and any other material pertinent to the disclosure of the transaction's <br />terms and conditions. In this regard, it is understood that one or more of the bond <br />attorneys, your counsel or counsel to the purchasers of the d e b t or counsel to <br />the third party to any transaction will issue an opinion to the effect that the disclosure <br />document does not contain an untrue statement of a material fact or omit to state <br />a material fact necessary in order to make the statements contained therein, in <br />light of the circumstances under which they were made, not misleading (subject to <br />market exceptions). <br />(k) Assist in the assembly and transmittal to the bond attorneys of information provided <br />by or on behalf of the City that is requested by the bond attorneys in connection <br />with the preparation of the documents evidencing the legal proceedings for the <br />debt issuance and, if required, any proceedings that are necessary for an election <br />to authorize the debt. <br />(1) Assist to make arrangements for the verification by an independent agent of any <br />calculations incident to the debt that is required. <br />(m) Assist in the selection of third party service providers that may be necessary to <br />engage for the debt issuance. <br />(n) Make recommendations to the City on the matter of credit rating(s) for the proposed <br />debt. Upon the request of the City, MAS will coordinate the preparation of the <br />information to be submitted to any rating agency. In those cases where it is <br />appropriate to present personally information to any rating agency, MAS will <br />arrange for and assist in such presentation. <br />(o) Make recommendations to the City as to the advisability of obtaining municipal <br />bond insurance or other credit enhancement, or qualifications for such insurance or <br />enhancement, for the debt. When directed by the City, MAS will coordinate the <br />preparation of such information as is required for submission to the appropriate <br />company, institution or institutions. In those cases where the advisability of personal <br />presentation of information to the appropriate company, institution or institutions, <br />may be indicated, MAS will arrange for and assist in such personal presentations. <br />2 <br />