Agmt 18 William Euphrat Municipal Finance, Inc.

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28. Assist City with correcting continuing disclosure non-compliance, if applicable; 29. Recommend continuing disclosure that will place the least burden on City staff and still comply with applicable regulations; 30. Prepare staff reports for City Council bond approval; 31. For a public sale, in conjunction with the managing underwriter, coordinate the preparation of rating agency presentations and meet and confer with rating agency representatives as is necessary to explain the credit underlying the issue (no rating would be necessary for a private placement); 32. For a public sale, prior to the sale, provide estimates of interest rates, prepare bond sizing analyses, tax revenue coverage analyses (if applicable) and debt amortization schedules; 33. Advise staff regarding matters relating to City's financial interests during the structuring of the transaction and during the initial offering and subsequent sale of securities; 34. Prior to the execution of the purchase contract, evaluate and review with representatives of City and representatives of the underwriter the underwriter's pricing proposals, and compare the pricing of the bonds to concurrently marketed issues in order to confirm that the pricing is as efficient as is possible vis -6 -vis the market and that the proposed underwriting discount is commensurate with issues of similar term to maturity and credit quality; 35. For a public sale, advise the staff regarding the underwriter's final pricing proposal; 36. For a private placement, advise City regarding the cost advantage (or disadvantage) of the lender's pricing proposal as compared to a public sale; 37. Coordinate with bond counsel the timely closing of the bond issue; and 38. Perform such other duties as are customarily performed by municipal bond financial advisors in connection with the structuring and sale of municipal bonds and which we are competent to perform. If bonds are sold competitively, William Euphrat Municipal Finance Inc. will take responsibility for managing and implementing all aspects of the sale without participation of a managing underwriter or a lender, and will additionally: 39. Recommend sale terms to be included in the official notice of sale and arrange for its distribution to underwriters; 40. Prepare rating agency presentations and meet and confer with rating agency representatives as is necessary to explain the credit underlying the issue; 41. Conduct an electronic auction for the sale of the bonds; 42. When bids are submitted, verify the winning and cover bids, restructure maturities to produce the desired debt structure (level, sloping, etc.), and recommend award of the securities Page 12 of 16 REV: 09-11-18 DZ ATTY/AGR.2018.219Millam Euphrat Municipal Finance Advisor - YMCA/Senior Ctr Funding