ORIENT CORPORATION OF AMERICA, INC. (4)

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4) Attend City Council meetings and staff meetings to answer questions relative to the financing, 5) Formulate and recommend an overall financing structure for the financing. This structure will including the following: a. Estimated amount and types of instruments. b. Maturity schedules and types of investments. C. Rating, insurance and other security features, if practical. d. Provisions for administration and flow of funds for amortization of debt, expenses and reserve funds. G) Prepare an Official Statement for each series of bonds to be issued which shall be a marketing instrument as well as provide full disclosure of all material facts. 7) Based on market conditions and the appraisal, recommend competitive bid or a negotiated sale for each series of bonds to be issued. 8) Solicit and review proposals and recommend firms to City staff which will be providing service relating to each series of bonds to be issued. 9) If the City elects to use a negotiated sale, we will recommend an underwriter based on discussions with several firms. We will negotiate the sale with the underwriter on behalf of the City, ensuring the lowest interest rate the market can deliver. Should this Agreement be terminated or discontinued, the records will be transferred to the City within ten (10) working days of the date of such termination. V. COMPENSATION KNN will be paid a fee of $40,000 at closing for the issue. This fee will include all out-of-pocket expenses, except out-of-state travel and the cost of statistics required for the official statement. VI. COMMUNICATIONS. GRIEVANCES AND DISAGREEMENTS All disagreements, complaints and alleged improprieties between the City and KNN will be resolved through negotiation between the City's Executive Director and/or his designated representative(s) and the President of KNN and/or his designated representative(s). Any such negotiations, including the results thereof, will be reported to the City.