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<br />ORIGINAL <br /> <br />AGREEMENT FOR FINANCIAL ADVISORY SERVICES <br />WILLIAM EUPHRA T MUNICIPAL FINANCE, INC. <br /> <br />THIS AGREEMENT is made and entered into as of the .L day of October, 2005, by and <br />between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of <br />California C'City'1, and WILLIAM EUPHRAT MUNICIPAL FINANCE, INC., a municipal finance advisory <br />firm ("Consultant') (collectively, the "Parties"). <br /> <br />RECITALS <br /> <br />A. City requires the professional services of a municipal financial advisor that is experienced <br />in providing advice to public agencies with respect to the structuring and sale of municipal bonds in order <br />to assist in the structuring and sale of bonds in order to finance improvements to the City's water <br />enterprise system and to fund various related public improvements within the City. <br /> <br />B. Consultant has the necessary experience in providing professional services and advice <br />related to advising public agencies with respect to the structuring and sale of municipal bonds. <br /> <br />C. <br />fashion. <br /> <br />Selection of Consultant is expected to achieve the desired results in an expedited <br /> <br />D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to <br />perform such work. <br /> <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained <br />herein, the Parties agree as follows: <br /> <br />1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those <br />services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference <br />in accordance with this Agreement's terms and conditions. <br /> <br />2. Standard of Performance. While performing the Services, Consultant will exercise the <br />reasonable professional care and skill customarily exercised by reputable members of Consultant's <br />profession practicing in the Metropolitan Northem Califomia Area, and will use reasonable diligence and <br />best judgment while exercising its professional skill and expertise. <br /> <br />3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first <br />above written and shall expire upon completion of performance of Services hereunder by Consultant. <br /> <br />4. Schedule. Consultant will adhere to the schedule established by the City for performance of the <br />work contemplated by this Agreement; provided, Consultant will not be deemed responsible for delays <br />caused by any person or entity other than Consultant or subcontractors to Consultant. <br /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees to put forth its best <br />professional efforts to perform its services under this Agreement in a manner consistent with that <br />schedule. City understands, however, that Consultant's performance must be govemed by sound <br />practices. <br /> <br />5. <br /> <br />Time is of the Essence. Time is of the essence for each and every provision of this Agreement. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the initial term of <br />this Agreement will be thirty-five thousand dollars ($35,000), including expenses. Payment shall be <br />entirely contingent and shall be due and payable upon the delivery of bonds or other securities ("Bondsj <br />sold by City and shall be payable solely from the proceeds of the Bonds and from no other funds of City. <br /> <br />7. Status of Consultant. Consultant will perform the Services in Consultant's own way as an <br />independent contractor and in pursuit of Consultant's independent calling, and not as an employee of <br />City. Consultant will be under control of City only as to the result to be accomplished, but will consult with <br /> <br />1 <br /> <br />