Agmt13 William Euphrat Municipal Finance, Inc- Lease Revenue Bonds

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i ' � 14. 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 (bond insurance is not necessary for highly rated credits); 15. If appropriate, solicit and negotiate on behalf of the City credit enhancement, if available and cost effective (unnecessary for the City's GO bonds); 16. Attend public meeting and participate in meetings and other negotiations which may bear upon the approval of the financing and the sale of the securities; 17. Arrange for all services incidental to the financing, such as trustee/paying agent, rating services, official statement electronic posting and distribution, etc.; 18. Meet and confer with bond counsel, disclosure counsel, City staff and other members of the financing team to assure appropriate and timely preparation of all financing documentation; 19. Review and comment on all documents pertaining to the financing, the security therefore and the project to be financed; 20. Assist disclosure counsel prepare the City's credit profile and the credit profile of the security underlying the issue for inclusion in disclosure documents; 21. Research the City's compliance with its continuing disclosure responsibilities over the past 5 years and provide a certificate of compliance noting compliance therewith and any irregularities and non-compliance; 22. Assist the City with correcting continuing disclosure non-compliance, if applicable; 23. Recommend continuing disclosure that will place the least burden on City staff and still comply with applicable regulations; 24. 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; 25. Prior to the sale, provide estimates of interest rates, prepare bond sizing analyses, interest rate savings and tax levy analyses and debt amortization schedules; 26. Advise staff regarding matters relating to the City's financial interests during the structuring of the transaction and during the initial offering and subsequent sale of securities; 27. 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 concurrently 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; 28. Advise the staff regarding the underwriter's final pricing proposal; 29. Coordinate with bond counsel the timely closing of the bond issue; Agreement over$10K 11 City Attorney Approved Version 012611