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l <br /> C. Assist with the Marketing,and Sale of the Bonds <br /> 1. Advise the Client and their attorneys as to the terms and conditions for best <br /> meeting the bond market requirements for a successful sale of the bonds. <br /> Prepare a bond financing term sheet to use in preliminary discussions with <br /> potential banks and underwriters. <br /> 2. Provide an accounting report relating to the financing of the projects, <br /> including all funds on hand or available for the Projects, terms and <br /> conditions of borrowing, bond amortization schedules, revenue projections, <br /> flow of funds statements, interest earnings calculations, and other data <br /> t needed in the evaluation of financial planning by bond rating agencies, <br /> bond underwriters, and bond purchasers. <br /> 3. Prepare and distribute, on behalf of the Client, bond disclosure documents <br /> for marketing the bonds. Depending on the security and type of Bonds <br /> being offered, this will entail preparation of a Preliminary and Final <br /> Official Statement, a Private Placement Memorandum, or a Special <br /> Purpose Report. <br /> 4. If applicable, provide information to bond rating agencies such as Moody's <br /> Investors Service and/or Standard & Poor's, and to bond insurance <br /> companies as may be necessary for the establishment of a rating and <br /> determination of qualification for insurance on the bonds. <br /> 5. If applicable, provide additional information to underwriters or others as <br /> i may be needed throughout the period between advertising and sale of the <br /> bonds. <br /> 6. Conduct the Bond sale, receiving competitive bids from banks and <br /> underwriters, make computations as to the bid with the lowest net interest <br /> cost and recommend such bid for acceptance by the Client. In the <br /> alternative, assist the Client with the selection of a bond underwriter or <br /> bond placement agent, and assist with the negotiation of bond pricing and <br /> final bond terms. <br /> 7. Prepare instructions related to closing and delivery of the bonds including <br /> distribution of proceeds, flow of funds, and procedures for repayment of <br /> the bonds. <br /> 8. As needed, provide a Parity Report in the form generally prepared for the <br /> issuance of Bonds, on a par with outstanding bonds. <br /> Article II. Continuing Disclosure <br /> If the Bonds and any outstanding bonds are not exempt from requirements of SEC Rule <br /> 15(c)2-12, the Firm, if so desired by the Client, will assist the Client with the annual <br /> preparation of materials required for compliance with the Securities and Exchange <br /> Commission Rule 15(c)2-12 as described within a Continuing Disclosure Undertaking <br /> Agreement, including: <br /> s <br />