Contract_PFM_Kittitas_County_executed

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•Review the terms,conditions and structure of any proposed debt offering undertaken by the Client and provide suggestions,modincations and enhancements where appropriate and necessary to reflect the constraints or current Snancial policy and fiscal capability. •Coordinate with Client's staff and other advisors as respects the furnishing of data for offering documents,it being specifically understood that PFM is not responsible for the inclusion or omission of any material in published offering documents. •As applicable,advise the Client on the condition of the bond market at the time of sale,including volume,timing considerations,competing offerings,and general economic considerations. •Assist and advise the Client in negotiations with investment banking groups regarding fees,pricing of the bonds and final terms of any security offering,and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions. •Arrange for the closing of the transaction including,but not limited,to bond printing,signing and final delivery of the bonds. •For any competitive sale of bonds or notes,prepare official notice of sale, recommend sale parameters,take steps necessary to ensure broad market exposure of the issue,through the use of newswire services and official statement distribution, and perform additional steps necessary and customary for competitive bond sales. •Review (or upon request,prepare,for an additional fee set forth in Section IV above) Preliminary Official Statements and final Official Statements prepared on behalf of the Client for use in marketing any bonds and meeting regulatory requirements. 2.Services related to the Financial Planning and Policy Development which may be subject to hourly fees as set forth in Exhibit B,Section 2,upon request of the Client: •Assist the Client in the formulation of Financial and Debt Policies and Administrative Procedures. •Review current debt structure,identifying strengths and weaknesses of structure so that future debt issues can be designed to maximize abihty to finance future capital needs.This will include,but not be limited to,reviewing existing debt for the possibility of refunding that debt to provide the Client with savings. •Analyze future debt capacity to determine the Client's ability to raise future debt capital. •Assist the Client in the development of the Client's Capital Improvement Program by identifying sources of capital funding. 7