Agmt12 William Euphrat Municipal Finance, Inc.

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SCOPE OF SERVICES PROVIDED Services provided by William Euphrat Municipal Finance, Inc. will include: • Assist the City and the Owners select an underwriter by preparing and issuing a request for proposals, reviewing the proposals, and making recommendations regarding the respondent most qualified to serve as underwriter; • Assist the City select disclosure counsel; • In coordination with the underwriter, develop an implementation schedule and attend to details to ensure the financing's timely completion; • Review and comment on the underwriter's bonding capacity, bond structuring, cash flow and other relevant financial analyses and provide such independent analysis as is necessary or desirable; • Prepare staff reports relating to the financing for each City Council meeting at which the financing is on the agenda; • Attend meetings and make presentations as requested; • Recommend marketing and security features for the bonds; • Assist disclosure counsel and the underwriter with the preparation and distribution of disclosure documentation; • Review and comment on documents prepared and distributed by bond counsel, the special tax consultant and disclosure counsel; • Arrange for necessary services incidental to the financing; • Advise staff on material issues throughout the financing; • Prior to the execution of the purchase contract, evaluate and review with representatives of the City and representatives of the underwriter the underwriter's pricing proposals, and compare the pricing of the bonds to concunently marketed issues in order to confirm that the pricing is as efficient as is possible vis-a-vis the market and that the proposed underwriting discount is commensurate with issues of similar term to maturity and credit quality; • Advise the staff regarding the underwriter's final pricing proposal; and, ATTY/AGR/2012.006/EUPHRAT Page 11 of 12 REV:01/18/12