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3. Act as liaison between Client and Bond Counsel to assist in dissemination of information and timely distribution of necessary documents. ( 4. Prepare an Official Statement and distribute said Statement to prospective bidders on the Client's behalf. 5. Advertise the bond sale as required legally and as advisable from a marketing standpoint. 6. Conduct a telephone survey with potential underwriters and/or investors to determine the acceptance of the Client's issue. Advise the Client when an informational meeting with investors is necessary, and if so, conduct such meetings. 7. Conduct bid opening and award (or solicitation of quotation/s on nego- tiated offering), verify accuracy of bids (quote/s), and advise the Client as to the acceptability of the bids (quote/s) based on market conditions. C. Closing Phase 1. Coordinate the activities of bond counsel, printer, purchaser, registrar and Client to facilitate delivery of proceeds to the Client. 2. At the Client's request, assist in projecting cash flow requirements and investing proceeds. 3. provide the Client with a bond and interest record containing information relevant to the debt issuance. D. Continuing Services 1. Maintain a file containing planning and issuance materials regarding the debt issuance throughout the life of the debt instrument. 2. Monitor bond market and investment opportunities, and assist client in advance refunding or restructuring of any existing bond issues. Fees and expenses due P.F.S. for debt issuance are due and payable upon settlement of the issue and will be charged according to the following rate structure: Compliance The Financial Advisor further agrees to the following terms and conditions: 1. Financial Advisor. For the purpose of this Agreement, the Financial Advisor shall be deemed to be a Financial Advisor, and not an employee of the County. Any and all agents, servants, or employees of the Financial Advisor, while engaged in the performance of any work or services required to be performed by the County under this Agreement, shall not be considered employees of the County and any and all claims that may or might arise of the Financial Advisor, its agents, ser- vants, or employees as a consequence of any act or omission on the part of the Financial Advisor, its agents servants, employees or other persons, shall in no way be the obligation or responsibility of the County.