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I <br />I <br />I <br />I <br />! <br />I <br />I <br /> <br />SERVICES TO BE PERFORMED BY CONSULTANT <br /> <br />Debt Issue Development and Sales Services. The <br />Consultant shall perform the following services for a <br />debt offering (Issue) when authorized by the Client. <br /> <br />1. Planning & Development <br /> <br />a. Research and advise on aspects of tax exemption <br />and arbitrage in cooperation with the client's Legal <br />Counsel and Bond Counsel. Assist in obtaining <br />Internal Revenue Service rulings deemed necessary. <br /> <br />b. Review preliminary feasibility studies in <br />cooperation with the Client, its officials, and <br />administrative staff, attorney, bond attorneys, <br />accountants, architects, and engineers, as requested <br />by the Client. These studies outline the project, <br />its costs, funding alternatives and sources, existing <br />debt, future financing and cash flow considerations. <br /> <br />c. Analyze financing requirements to determine <br />whether the needs of the Client are best met by <br />competitive or negotiated temporary or long-term <br />bonds. <br /> <br />d. Analyze the proposed financing to determine <br />methods of strengthening its marketability and <br />recommend the best method of marketing consistent <br />with current economic and market conditions and <br />increasingly stringent rating agency criteria. <br /> <br />e. Develop contingency plans to deal with any <br />anticipated changes in capital spending requirements, <br />bond market conditions, and other factors. <br /> <br />f. Consult with established rating agencies with <br />regard to the proposed financing and assist the <br />Client in obtaining the most favorable rating <br />possible. <br /> <br />g. Act as liaison with Bond Counsel and coordinate <br />other individuals providing information in connection <br />with the proposed financing. <br /> <br />2. Marketing Phase <br /> <br />a. Advise on the appropriate terms and conditions of <br />the sale, such as maturity scheduling and other <br />requirements (i.e., discount, par, premium, net <br />interest cost, true interest cost). <br /> <br />-2- <br /> <br /> <br />