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II. <br /> <br />10. <br /> <br />g. Arbitrage regulations. <br />The Official Statement: <br />aa On behalf of the Client and with the cooperation of the Client, <br /> shall perform the research and data collection process necessary to <br /> write, publish and distribute an Official Statement, subject to the <br /> Client's review. <br />b. S-I shall advise the Client of the content of the Official Statement <br /> which in S-Ps opinion is necessary to protect the Client from failure <br /> to have used due diligence in adequately disclosing a material fact <br /> relative to the Issue. <br />c. Neither the Client nor S-I shall be deemed to have indemnified the <br /> other from any liability to a third party by reason of failure to have <br /> disclosed a material fact relative to the Issue, either in the Official <br /> Statement or otherwise. <br />d. The Official Statement shall be made available by S-I to prospective <br /> bidders and shall contain pertinent information relative to the Issue <br /> necessary for bidders to make a proposal and shall also constitute the <br /> basic source of information submitted for a rating. <br /> <br />B. S-I shall solicit offers from prospective bidders and shall sample market interest. <br /> <br />Ee <br /> <br />S-I shall arrange for required publications of the Official Notice of Sale. <br /> <br />S-I shall make a specific recommendation relative to having the Issue rated, and, if <br />the Client elects to apply for a rating, S-1 shall make application(s) on behalf of the <br />Client and shall prepare the information required for rating(s). <br /> <br />If the Issue is sold by public, competitive, bidding S-I shall attend the opening of <br />bids for the Issue, compute the accuracy of the bids and make a recommendation as <br />to the acceptability of the best offer. If the sale is by private negotiation, S-I shall <br />assist the Client in the negotiation and advise the Client as to the acceptability of <br />the underwriting offer. The final decision of acceptance or rejection of an offer <br />either received by public bidding or negotiation will be solely that of the Client. <br /> <br />S-I shall arrange for the printing, signing, security and settlement of the Issue. <br /> <br />At the Client's request, S-I shall make suggestions for the initial investment of the <br />proceeds of the Issue. <br /> <br />S-I shall compile a Bond Record containing information pertinent to the Issue, to <br />which the Client may need to make reference during the life of the Issue. The <br />Record will include a schedule of Debt Service payments. <br /> <br />Throughout the process of the Issue S-I shall act as the Client's liaison with legal <br />counsel. <br /> <br />Fees for the Services <br /> <br />For the performance of the foregoing Services, I. A through I, S-I shall be <br />compensated on the basis of whichever of the following schedules is appropriate.' <br /> <br />Schedule I: <br />FOR ISSUES PRIMARILY SUPPORTED BY A GENERAL TAX LEVY AND/OR <br />SPECIAL ASSESSMENTS. <br /> <br />-2- <br /> <br /> <br />