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MAS Financial Advisory Services LLC City of North Olmsted <br />(p) Attend all meetings of the City governing body, committees, its staff or <br />representatives as requested at all times when MAS may be of assistance or service <br />and the subject of the financing is to be discussed. <br />(q) After closing, MAS will deliver to the City and its paying agent(s) definitive records, <br />including a schedule of annual debt service requirements, lease payments or other <br />payment commitments regarding the obligations. <br />(r) Discuss and review any economic development project or projects under consideration <br />by the City. <br />(s) Collaborate with legal counsel for the City, for the School District, and/or for the <br />Developer of a project to identify financing structures permissible under the applicable <br />economic development state statutes. <br />(t) Assist to identify the form or forms of financial assistance appropriate for the nature <br />of the project or projects acceptable to the governmental stakeholders. <br />(u) Prepare financial analyses of the future use of debt repayment resources associated <br />with the project or projects. <br />(v) Examine the budgetary impact of each form of financial assistance that is under <br />consideration for the project or projects. <br />(w)Assist to negotiate the development and cooperative agreements attendant to the <br />proposed project or projects. <br />(x) Submit written recommendations with respect to the structure of the financing and <br />any other matters that may be appropriate to the circumstances. <br />Engagement Tenet and Results — As an independent municipal advisor with a fiduciary <br />responsibility to the City, all actions taken and recommendations made by MAS in performing <br />its duties under this Agreement will be completed with the financial interests of the City in <br />mind. As a fiduciary, MAS has a "duty of loyalty" to its clients which means that it must deal <br />honestly in good faith and act in its client's best interest without regard to any consideration <br />given to the financial or other interests of MAS. In addition, MAS has a "duty of care" to its clients <br />which means that it must make a reasonable inquiry as to the facts and circumstances relevant <br />to the recommendation of a course of action to be taken by its clients. Accordingly, MAS actions <br />and recommendations will be based on its best professional judgment given then current <br />market conditions and client circumstances with the goal of obtaining the most favorable <br />financing results for the City. It is understood and acknowledged by the City, however, that <br />the achievement of such goal is not and cannot be guaranteed by MAS due to market and other <br />factors beyond its direct control. <br />Client Supplied Information - While this Agreement is in effect, the City agrees that it will <br />provide or cause to be provided to MAS information relating to the City, the security for the <br />Obligations, and other matters that MAS considers appropriate to enable it to perform its duties <br />under this Agreement. The City agrees that all such materials and information will be true, <br />correct and complete, and that it will update such information during the course of the <br />engagement, as appropriate, and that all projections provided by it will have been prepared <br />