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f. We will make recommendations to the Issuer on the matter of bond rating(s) for the proposed
<br />issue and when directed by you shall coordinate the preparation of such information as in our
<br />opinion is required for submission to the rating agency(ies). In those cases where the advisa-
<br />bility of personal presentation of information to the bond rating agencies may be indicated, we
<br />will arrange for such personal presentation.
<br />g. If the securities are to be sold at public sale we will disseminate information to prospective bid-
<br />ders, we will organize such information meetings as in our judgment may be necessary, and will
<br />work with prospective bidders to assist them in timely submitting proper bids. We will assist
<br />you at the bond sale for the purpose of coordinating the receipt of bids, and the furnishing of
<br />good faith checks where indicated, and for the purpose of tabulation and comparison of bids, and
<br />will advise you as to the best bid, and will provide our recommendation as to acceptance or rejec-
<br />tion of such bid. As soon as a bid for the bonds shall be accepted by you, we will proceed to co-
<br />ordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as
<br />expeditiously as possible. Should the bonds be eligible under Texas laws for purchase by the State
<br />Board of Education, the Financial Advisor will be responsible for the preparation of an Applica-
<br />tion for Purchase or Waiver and its timely submission to the Board. We shall assist you in the
<br />preparation or verification of final closing figures, and when requested, will provide suggestions
<br />on a program of temporary investment of bond proceeds, in consultation with the Issuer's archi-
<br />tect or consulting engineer, consistent with the construction timetable for the project.
<br />h. We will act as your agent in arranging for the printing of the securities, and will submit same
<br />for execution and impression of seal, and we will attend to their delivery to the Attorney General
<br />for approval and the Comptroller of Public Accounts for registration, it being understood that
<br />title to and ownership of the printed securities shall be in the Issuer until they are sold and de-
<br />livered to the purchaser.
<br />After closing we will deliver to you and your paying agent(s) definitive debt records, including a
<br />schedule of annual debt service requirements on the obligations being delivered to the purchaser.
<br />3. We agree to direct and coordinate the entire program of financing herein contemplated. In that con-
<br />nection we understand that you have retained or expect to retainM-p-ssrs_ — KcCalL, Parkhurst_ &__
<br />Horton Dallas, Texas_ , a firm of recognized municipal bond attorneys, who will prepare
<br />the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an
<br />opinion approving their legality. We will maintain liason with this firm of bond attorneys and shall assist
<br />in all financial advisory aspects involved in the preparation of appropriate legal proceedings and docu-
<br />ments.
<br />Where the issuance and sale of the securities, and construction of the project in question, requires
<br />the approval of any state or governmental agency, we shall assist you in the preparation of all financial
<br />information required for inclusion in applications for such approval, and when requested by you, shall
<br />appear on your behalf to provide appropriate testimony at public hearings before state and other govern-
<br />mental commissions and boards. We will also be available to participate with you in any preliminary con-
<br />ferences with the staffs of any state or governmental agencies involved, and we will, for qualified proj-
<br />ects, coordinate the preparation of financial assistance applications required for state involvement.
<br />4. In consideration for the services rendered by us in connection with the issuance and sale of the
<br />above - described securities it is understood and agreed that our fee will be as follows:
<br />For the $6,500,000 Combination Tax & Utility System Revenue Certificates of
<br />Obligation, Series 1984 the sum of $27,321.88 and for the $1,000,000
<br />Combination Tax and Solid Waste Disposal System Revenue Certificates of
<br />Obligation, Series 1984, the sum of $11,946.87, both fees in accordance with
<br />the schedule of fees in the attached Exhibit A, dated November 10, 1983.
<br />In the event a lesser amount of Certificates of either issue is changed
<br />the amount of the fee will be calculated from the fees established in Exhibit
<br />A in accordance with the amount issued and delivered.
<br />In consideration of the above fee we will assume and be responsible for the following expenses:
<br />Our own out -of- pocket travel, telephone and incidental expenses, except
<br />that any travel, telephone, postage, express fees, etc pertaining to obtaining
<br />a rating for the Certificates shall be reimbursed to us by the City.
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