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PROFESSIONAL SERVICES AGREEMENT <br /> THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and <br /> entered into this 16th day of February, 2010 by and between the CITY OF RANCHO <br /> PALOS VERDES hereinafter referred to as"CITY", and MAGIS Advisors hereafter referred <br /> to as "CONSULTANT". <br /> IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto <br /> mutually agree as follows: <br /> ARTICLE 1 <br /> SCOPE OF SERVICES <br /> 1.1 Project Description <br /> The Project is described as follows: <br /> Provide general financial advisory services to examine the options and alternatives <br /> for Civic Center financing, including the costs associated with the development and <br /> construction of this facility and its ongoing operation and other mandates, through such <br /> means as general obligation bonds, financing lease, asset transfer lease or special tax <br /> (Mello Roos) district. <br /> 1.2 Description of Services <br /> A. General Level and Range of Service <br /> CONSULTANT shall provide Services including, but not limited to, the following <br /> broad areas: <br /> (1) General assistance and advice to the CITY on plans and methods for <br /> financing its capital improvement plan(s) or projects, and modeling or measurements of <br /> cash flow requirements on specified financings. <br /> (2) Research and advice on aspects of tax exemption and arbitrage in <br /> cooperation with CITY'S bond counsel. <br /> (3) Research and advice on approach to rating agencies and development <br /> of credit characteristics of individual offerings (where required). <br /> (4) Assistance and advice on method of sale or placement of the loan or <br /> bonds to permanent investors or lenders, including negotiation of pricing terms, where <br /> applicable. <br /> B. Specific Financial Advisory Tasks <br /> Applicable to BOTH Competitive and Negotiated Offerings <br /> Page 1 Of 12 <br />