Agmt 18 William Euphrat Municipal Finance, Inc.

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12. Recommend a security structure and relevant marketing features that will achieve the City's objectives and which will, in our opinion, result in the highest compatible rating and associated lowest feasible interest rates; 13. Assist in the selection of the financing team (e.g., bond counsel, disclosure counsel, underwriter, and other necessary financing professionals); 14. Prepare a schedule of events for accomplishing the proposed financing, assign duties to the appropriate parties and manage all details of the financing to assure a successful closing; 15. Prepare and distribute an underwriting Request for Proposals, evaluate the proposals received, assist with the evaluation of proposals, prepare questions for interviewees, and attend underwriter interviews (this is an alternative to a negotiated selection of underwriter); 16. Evaluate all recommendations and proposed financing structures suggested by the underwriter and assist in the negotiation of underwriter fees; 17. Provide suggestions regarding the best financing structure and the best marketing structure and provide advice regarding the suitability of underwriter proposals; 18. Clarify the consequences of any financial decisions requested of staff so that decisions may be made on a fully informed basis; 19. Recommend revisions in the structure or security of the financing proposed by the underwriter that may be in the City's best interests; 20. Review all numerical analyses provided by the underwriter for accuracy, reasonableness of assumptions and consistency with City's financial objectives; 21. Prepare memoranda and reports as is necessary on behalf of staff in connection with the financing; 22. Review the credit profile of the financing to assess the credit strength of the issue and determine the marketability of bonds and the suitability of the credit for a bond insurance submission (if applicable); 23. Attend public meetings and participate in meetings and other negotiations which may bear upon the approval of the financing and the sale of the securities; 24. Arrange for all services incidental to the financing, such as, for a public sale, trustee, rating services, official statement electronic posting and distribution, etc.; 25. Meet and confer with bond counsel, disclosure counsel, the underwriter (or lender), City staff and other members of the financing team to assure appropriate and timely preparation of all financing documentation; 26. Review all documents pertaining to the financing and provide comments as necessary; 27. Assist disclosure counsel in preparing City's credit profile and the credit profile of the security underlying the issue for inclusion in disclosure documents; Page 11 of 16 REV: 09-11-18 DZ ATTY/AGR.2018.219/Willam Euphrat Municipal Finance Advisor - YMCA/Senior Ctr Funding