Res 1994-022 - Laserfiche WebLink

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~ TFA security provisions, and any other additional provisions designed to make the issue attractive to investors. All recommendations will be based upon the professional judgment of FSWC with the goal of designing Debt Instruments which can be sold under terms most advantageous to the Issuer and at the lowest interest cost consistent with all other considerations. c. FSWC will advise the Issuer of current bond market conditions, forthcoming bond issues and other general information and economic data which might normally be expected - to influence interest rates or bidding conditions so that the date of sale of the Debt Instruments may be set at a time which, in our opinion, will be favorable. d. FSWC understands the Issuer has retained, or will retain, firms of municipal bond attorneys (the "Bond Counsel") whose fees will be paid by the Issuer. In the event it is necessary to hold an election to authorize the Debt Instruments then under consideration, FSWC will assist in coordinating the assembly and transmittal to Bond Counsel of such data as may be required for the preparation of necessary petitions, orders, resolutions, ordinances, notices and certificates in connection with the election. e. FSWC will recommend the method of sale of the Debt Instruments that, in its opinion, is in the best interest of the Issuer and will proceed, as directed by the Issuer, with one of the following methods: ~ 1. Advertised Sale: FSWC will supervise the sale of the Debt Instruments at a public sale in accordance with procedures set out herein. FSWC reserves the right, alone or in conjunction with others, to submit a bid for any Debt Instruments issued under this Agreement which the Issuer advertises for competitive bids. In compliance with Rule G-23 of the Municipal Securities Rulemaking Board, FSWC will request consent to bid in writing, in any instance wherein FSWC elects to bid, prior to submitting a bid for each installment of Debt Instruments. 2. Negotiated Sale: FSWC will recommend one or more investment banking fITms as managers of an underwriting syndicate for the purpose of negotiating the purchase of the Debt Instruments and in no event will FSWC participate either directly or indirectly in the underwriting of the Debt Instruments. FSWC will collaborate with any managing underwriter selected and counsel to the underwriters in the preparation of the Official Statement or Offering Memorandum. FSWC will cooperate with the underwriters in obtaining any Blue Sky Memorandum and Legal Investment Survey, preparing Bond Purchase Contract, Underwriters Agreement and any other related documents. The costs hereof, including the printing of the documents, will be paid by the underwriters. f. When appropriate, FSWC will advise financial publications of the forthcoming sale of the Debt Instruments and provide them with all pertinent information. g. FSWC will coordinate the preparation of the Notice of Sale and Bidding Instructions, Official Statement, Official Bid Form and such other documents as may be required. FSWC will submit to the Issuer all such documents for examination, approval and certification. After such examination, approval and certification, FSWC will provide the Issuer with a supply of all such documents sufficient to its needs and will distribute by mail sets of the same to prospective bidders and to banks, life, fITe and casualty insurance companies, investment counselors and other prospective purchasers of the Debt Instruments. FSWC will also provide sufficient copies of the Official Statement to the purchaser of the Debt Instruments in accordance ! with the Notice of Sale and Bidding Instructions. h. FSWC will, after consulting with the Issuer, arrange for such reports and opinions of recognized independent consultants FSWC deems necessary and required in the successful marketing of the Debt Instruments. 1. Subject to the approval of the Issuer, FSWC will organize and make arrangements for such information meetings as, in its judgment, may be necessary. 2