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10. A municipal advisor must, at or prior to the inception of a municipal advisory relationship, <br />provide the client with a document making full and fair disclosure of all material conflicts of <br />interest, including disclosure of: <br />a. any actual or potential conflicts of interest of which it is aware after reasonable inquiry <br />that might impair its ability either to render unbiased and competent advice to or on <br />behalf of the client or to fulfill its fiduciary duty to the client, as applicable. If a municipal <br />advisor concludes that it has no material conflicts of interest, the municipal advisor must <br />provide written documentation to the client to that effect; <br />William Euphrat Municipal Finance, Inc. is not aware of any such conflict of <br />interest. <br />b. any affiliate of the municipal advisor that provides any advice, service, or product to or <br />on behalf of the client that is directly or indirectly related to the municipal advisory <br />activities to be performed by the disclosing municipal advisor; <br />William Euphrat Municipal Finance, Inc. does not have any affiliates. <br />c. any payments made by the municipal advisor directly or indirectly to obtain or retain the <br />client's municipal advisory business; <br />William Euphrat Municipal Finance, Inc. has not made any payments to retain <br />the City of Redwood City's business. <br />d. any payments received by the municipal advisor from third parties to enlist the municipal <br />advisor's recommendation to the client of its services, any municipal securities <br />transaction or any municipal financial product; <br />The only payments to be received by William Euphrat Municipal Finance, Inc. <br />relating to this engagement are the fees to be paid by the City of Redwood <br />City. <br />e. any fee -splitting arrangements involving the municipal advisor and any provider of <br />investments or services to the client; <br />William Euphrat Municipal Finance, Inc. will not participate in fees earned by <br />other parties on any work related to this engagement. <br />f. any conflicts of interest that may arise from the use of the form of compensation under <br />consideration or selected by the client for the municipal advisory activities to be <br />performed; <br />William Euphrat Municipal Finance, Inc. has proposed fixed fee contingent <br />compensation for services rendered in connection with the sale of securities. <br />Contingent compensation provides the firm with an incentive to recommend <br />the sale of securities. <br />g. any other engagements or relationships of the municipal advisor or any affiliate of the <br />municipal advisor that might impair the advisor's ability either to render unbiased and <br />competent advice to or on behalf of the client or to fulfill its fiduciary duty to the client, as <br />applicable; <br />William Euphrat Municipal Finance, Inc. has no other engagements or <br />relationships that might impair its ability either to render unbiased and <br />competent advice to or on behalf of the City of Redwood City or to fulfill its <br />fiduciary duty to the City of Redwood City. <br />Page 16 of 16 <br />REV: 09-11-18 DZ <br />ATTY/AGR.2018.219/Willam Euphrat Municipal Finance Advisor - YMCA/Senior Ctr Funding <br />