Agmt17 William Euphrat Municipal Finance, Inc.

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gar irlr� Scope of Services William Euphrat Municipal Finance, Inc. will: 1. Perform financial analysis necessary to determine the cost-effectiveness of selling a single bond issue to fund several years of construction expenditures or selling multiple bond issues; 2. Assist with the selection of special legal counsel with expertise in municipal bonds; 3. Review the sewer enterprise financial condition, analyze its ability to take on additional debt, and develop a cash flow projection model designed to identify the future revenue requirements necessary to assume necessary future debt and the resulting annual and maximum annual debt service coverage ratios consistent with projected revenues and debt; 4. Review the plan of finance that has been proposed to Silicon Clean Valley Water by its municipal advisor and, as requested by the City, any plan of finance presented to Silicon Clean Valley Water by underwriters, and provide to the City comments on such plan(s) of finance; 5. Provide advice regarding the attendant risks and benefits of such plan(s) of finance; 6. If warranted, recommend alternatives to the Silicon Clean Valley Water plan of finance; 7. Attend public meetings relevant to the implementation of the financing program and make presentations as requested; 8. Represent the City as requested by the City at Silicon Clean Valley Water bond meetings and on conference calls; 9. Prepare staff reports relating to the financing for committee and Council agenda items; 10. Make presentations to the City Council and its finance subcommittee; 11. Review, as necessary, bond documents prepared by the Silicon Clean Valley Water financing team; 12. Assist City staff prepare necessary disclosure for the issuance of bonds by Silicon Clean Valley Water and review the official statement prepared by the Silicon Clean Valley Water financing team; 13. Assist, as requested, with Silicon Clean Valley Water credit presentations to the rating agencies; 14. Advise staff on material issues throughout the financing process; 15. Prepare a transaction summary describing the basic structure of the financing and detailing key continuing administrative duties; and, 16. Perform such other duties as directed by the City or which we determine are necessary to represent the City's financial interests and which we are competent to perform. Page 10 of 15 REV: 11-20-17 VR ATTY/AGR.2017.234NV.Euphrat SVC 2018 Bonds