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<br />~D,g <br /> <br />SCOPE OF SERVICES RE <br />PACIFIC SHORES CENTER <br />FINANCIAL ADVISORY AGREEMENT <br /> <br />In connection with the negotiated sale of securities to finance public <br />infrastructure associated with the Pacific Shores Center project, William Euphrat <br />Municipal Finance agrees to: <br /> <br />. <br /> <br />Assist the City interview and select a suitable underwriter and with <br />the selection of other professionals necessary to complete the <br />financing; <br /> <br />. <br /> <br />Evaluate all recommendations and proposed financing structures <br />suggested by the underwriter, and assist in the negotiation of <br />underwri ter fees; <br /> <br />. <br /> <br />Prepare a schedule of events for accomplishing the proposed <br />financing, coordinate with the underwriter the assignment of duties to <br />the appropriate parties and supervise the underwriter's management~ <br />of all details of the financing to assure a successful closing; <br /> <br />. <br /> <br />Assist with all applicable election requirements; <br /> <br />Review the credit profile of the financing district on a parcel-by-parcel <br />basis to assess the credit strength of the issue and determine the <br />marketability of bonds, the suitability of the credit for a rating request <br />and the strength of the credit for a bond insurance submission; <br /> <br />. <br /> <br />. <br /> <br />Assist the underwriter and disclosure counsel with the preparation of <br />the City's credit profile and the credit profile of the security underlying <br />the issue for inclusion in disclosure documents and meet with <br />representatives of underwriters or institutional investors as is <br />necessary to review the security for the transaction; <br /> <br />. <br /> <br />Solicit and negotiated on behalf of the City credit enhancement, if <br />available and cost effective; <br /> <br />. <br /> <br />Prepare the rate and method of special tax apportionment and allocate <br />the special tax liability among parcels if the transaction is structured <br />pursuant to the Mello-Roos Community Facilities Act; <br /> <br />If the transaction is submitted for a rating, manage and coordinate the <br />preparation of a rating agency presentation in concert with the <br />underwriter and meet and confer with rating agency representatives as <br />is necessary to explain the credit underlying the issue; <br /> <br />. <br /> <br />.~_..--.~..T <br />