The Agencies seek one or more firms (“Vendor” or Vendors”) to provide independent financial advisory services (“Services”). Services include without limitation, review and advisement on debt policy, review and development of new financing ideas, technical analysis of the municipal bond market and the Issuer’s cash flows, assistance with best practices with regard to credit ratings, investor relations, and IRS required compliance. The fully enumerated Scope of Services is described in Appendix A. Vendor(s) shall be expected to assist the Agencies in structuring a debt portfolio with the lowest cost Agencies of capital possible in accordance with federal and state laws and regulations and provide support for ongoing debt management. Vendor(s) shall be precluded from acting as an underwriter or agent on any financing arranged by the Agencies. Vendor acknowledges that it shall be a fiduciary with respect to the Services and warrants and promises to discharge all such duties (a) solely in the interest of the Agencies and the State, (b) with the care, skill, prudence and diligence under the circumstances prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, and (c) in conformance with other applicable prudence and fiduciary standards under applicable laws and regulations, including the rules of the Municipal Securities Rulemaking Board.