2095 RES CITY COUNCIL PASSED ORD NO 2569 WITH AUTHORIZED ISSUANCE OF INTEREST BEARING CERTIFICATES OF OBLIGATION

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I We will make recommendations to the Issuer on the matter of bonn rating(s) fcr the proposed issue and when directed by you shall coordiiiate the preparation of such information as in our opinion is required for submission to the rating agency(ies). In those cases where the advisa- bility of personal presentation of information to the bond rating agencies may be indicated, we will arrange for such personal presentation. g. If the securities are to be sold at pubiic sale we will disseminate information to prospective bid- ders, we will organize such information meetings as in our judgment may be necessary, and will work with prospective bidders to assist them in timely submitting proper uids. We will assist you at the bond sale for the purpose of coordinating the 1•eceipt of bids, and the fut•nishing of good faith checks where indicated, and for the purpose of tabulation and comparison of bids, and will acivise you as to the best bid, and will provide our recommendation as to acceptance or rejec- tion of such bid. As soon as a bid for t}ie bonds shall be accepted by you, we witl proceed to co- ordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as expeditiously as possible. Should the bonds be eligible under Texas laws for purchase by the State Board of Education, the Financial Advisor will be responsible for the preparation of an Applica- tion for Purchase or Waiver and its timely submissiori to the Board. We shail assist you in the preparation or verification of final closing figures, and when requested, will provide suggestions on a program of temporaxy investment of bond pz•oceeds, in consultation with the Issuer's archi- tect or consulting engineer, consistent with the construction timetable for the project. h. We will act as your agent in arranging for the printing of the securities, and will submit same for execution anc] impi•ession of seal, and we will attend to their deliver,y to the Attorney General for approval and the Comptroller of Public Accounts for registration, it being understood that title to and ownership of the printed securities shall be in the Issuer until they are sold and de- livered to the purchaser. After closing we will deliver to you and y oiir paying agent (s) definitive debt r•ecords, including a schedule of annual debt service r•equirements on the obligatiotis being delivered to the purchaser. 3. We agree to direct and coardinate the entire program of financing herein contemplated. In that con- nection we understand that you have retained or expect to retain Messrs, MGCALL. PARKHURST & Te_x_asa firm of recognized municipal bond attorie,ys, who will prepare the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an opinion approving their legality. We will maintain liason with this firm of bond attorneys and shall assist in al1 financial advisory aspects involved in the preparation of appropriate ]egal proceedings and docu- ments. Where the issuarice and sale of the securities, and construction of the project in question, requires the approval of any state or governmental agency, we shall assist you in the preparation of all financial informatioii required for inclusion in applications for such approval, and when requested by ,you, shall appear on y-our behalf to provide .appropriate testimony at public hearings before state and other govern- mexital commissions and boards. I;'e will also be available ta participate with ,you in a11y preliminary con- ferences with the staffs of any state or governmental agencies involved, and we will, for qualified proj- ects, coordinate the preparation of financial assistance applications required for state involvement. 4. In consideration for the services rendered btl us in connection with the issuance and sale of the above-described securities it is understood and agreed that our fee will be as follows: A fee of not to exceed $15,000, based on the following: $2,500 estimated bond attorney's fee $9,250 our Fee for financial advisory services $3,250 for reimbursement of expenses for bond rating, bond printing, delivery and other incidental administrative costs, The Fee of $11,750 is a set charge, the remainder to be on the basis of reimbursement for expenses which shall be itemized when submitted. In consideration of the above fee we will assume and be responsible for the following expenses : Bond Attorney's Fee Bond Rating Agency Charge for rating (no travel, telephone, except our own) Bond Printing -2-