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• Review the terrns, conditions and structure of any proposed debt offering <br />undertaken by the Client and provide suggestions, modifications and enhancements <br />where ap propriote and necessary to reflect the constraints or current financial policy <br />and fisc :il c:ip nb ility. <br />• Coordim1te \\rj th C li enr's stnff :'Ind other ;i dvlsocs ns respec ts · the fuaush ing of d ata <br />for o ffering docu m ents, i bein g speci6c:il ly un derstood thal Pl· f is n or .1:c~po nsible <br />for th e .in clu sio n or omissio n of any ma teria l in pu blis hed o fferi ng d<i>c:u mc n ts. <br />• As applicable, advise the Client on the condition of the bond market at the time of <br />sale, including volume, timing considerations, competing offerings, and general <br />economic considerations. <br />• Assist and advise the Client in negotiations with investment banking groups <br />regarding fees, pricing of the bonds and final terms of any security offering, and <br />make recommendations regarding a proposed offering to obtain the most favorable <br />financial terms based on existing market conditions. <br />• Arrange for the closing of the transaction including, but not liinited , to bond <br />printing, signing and final delivery of the bonds. <br />• For any competitive sale of bonds or notes, prepare official notice of sale, <br />recommend sale pan1meters, tnke s te ps necessary to ensure broad market exp osure <br />o f th e is sue, throllg h the use o f n ewswire services and official statcmcnr disccibutio n, <br />and perform additional steps necessary and customary for competitive bond sales. <br />• Review (or upon request, prepare, for an additional fee set forth in Section IV above) <br />Preliminary Official Statements and final Official Statements prepared on behalf of <br />the Client for use in marketing any bonds and meeting regulatory requirements. <br />2. Services related to the Financial Planning and Policy Development which may be <br />subject to hourly fees as set forth in Exhibit B, Section 2, upon request of the Client: <br />• Assist the Client in the fonnulation of Financial and Debt Policies and <br />Administrative Procedures . <br />• Review current debt structure, identifying strengths and weaknesses of structure so <br />that future debt is s u es can be desi gn ed to maximize abili ty ro fin ance future capital <br />needs . This will include, but not be limited to, revi ewi ng ~sting d e bt for the <br />possibility of refunding that debt to provide the Client with s:ivings . <br />• Analyze future debt capacity to determine the Client's ability to raise future debt <br />capital. <br />• Assist the Client in the development of the Client's Capital Improvement Program <br />by identifying sources of capital funding. <br />7