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FINANCIAL ADVISORY SERVICES CONTRACT <br />This Financial Advisory Services Contract (the "Contract"), dated as of <br />February 7, 1989, by and between Public Financial Systems, Inc., ("PFS") and <br />the City of Lake Elmo, Minnesota, establishes the terms and conditions under <br />which PFS will provide financial advisory services to the Client and the <br />Client will compensate PFS for such services. In consideration of the mutual <br />promises of PFS and the Client in this Contract, PFS and the Client do hereby <br />agree as follows: <br />Part I: Debt Issuing Services <br />Debt issuance services are the activities undertaken on behalf of the Client <br />for the preparation of and marketing of debt instruments. For each debt is- <br />suance, as appropriate, P.F.S. will perform activities within the following <br />categories: <br />A. Development Phase <br />1. Prepare a timetable for project development and monitor progress through <br />the bond closing and investment of proceeds. <br />2. Review essential elements of the project such as cost estimates and legal <br />restraints with staff, engineer, bond counsel and such other consultants <br />as necessary. <br />3. Structure and recommend a plan of finance that accomplishes the objectives <br />of the Client while considering: a. ability to pay, b. current market <br />concerns, c. legal and security provisions, and d. rating agency criteria. <br />4. Assist in the preparation of presentation materials for meetings or hear- <br />ings. Attend such meetings as deemed necessary and provide expert <br />testimony when required, including up to three informational meetings in <br />the case of elections. <br />5. Evaluate whether an issue should be rated, and if Client elects to apply <br />for a rating, recommend the form of submission (written review, New York <br />rating review, or on -site review), assist in preparing materials and <br />testimony for the review, and attend such meetings as may be held with <br />rating agency representatives. <br />6. Advise on technical aspects of debt issuance such as arbitrage, tax exemp- <br />tion, bond registration, form of sale (public or negotiated), etc. <br />B. Marketing Phase <br />1. Recommend terms and conditions of sale that afford the Client maximum <br />protection while retaining the marketability of bonds. <br />2. Advise on the timing of the sale based on current market conditions, <br />requirements for funds, general marketing considerations and issuer con- <br />venience. <br />