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EXHIBITA <br />SCOPE OF SERVICES <br />1.Services Related to Debt Transactions (Includes short term financings,notes,loans, <br />letters of credit,line of credit and bonds);provided that if the transaction is competitive,the services <br />of the Snancial advisor will be modified in advance in writing to reflect that process.Upon the <br />request of the Client: <br />•Analyze financial and economic factors to determine if the issuance of bonds is <br />appropriate. <br />•Develop a financing plan in concert with Client's staff which would include <br />recommendations as to the timing and number of series of bonds to be issued. <br />•Assist the Client by recommending the best method of sale,either as a negotiated <br />sale,private placement or a competitive sale.In a competitive sale,make <br />recommendation as to the determination of the best bid.In the event of a negotiated <br />sale,assist in the solicitation,review and evaluation of any investment banking <br />proposals,and provide advice and information necessary to aid in such selection. <br />•Advise as to the various financing alternatives available to the Client. <br />•Develop alternatives related to debt transaction including evaluation of revenues <br />available,maturity schedule and cash flow requirements. <br />•Evaluate benefits of bond insurance and/or security insurance for debt reserve fund. <br />•If appropriate,develop credit rating presentation and coordinate with the Client the <br />overall presentation to rating agencies. <br />•For a negotiated sale,review underwriter's proposals and submit a written analysis of <br />same to the Client. <br />•Assist the Client in the procurement of other services relating to debt issuance such <br />as printing,paying agent,registrar,etc. <br />•Identify key bond covenant features and advise as to the financial consequences of <br />provisions to be included in bond indentures,resolutions or other governing <br />documents regarding securitv,creation of reserve funds,flow of funds,redemption <br />provisions,additional parity debt tests,etc.;review and comment on successive <br />drafts of bond governing documents. <br />•Review the requirements and submit analysis to bond insurers,rating agencies and <br />other professionals as they pertain to the Client's obligation. <br />6