Agmt15 William Euphrat Municipal Finance, Inc.

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• The only payments to be received by William Euphrat Municipal Finance, Inc. reta#ing to this engagement are the fees to be paid by the City of Redwood City. (v) any fee-splitting arrangements involving the municipal advisor and any provider of investments or services to#he client; • Will�am Euphrat Municipal Finance, tnc. will not participate in fees earned by other parties on any wark related to this engagement. (vi) any conflicts of interest that may arise from the use of the form of compensation under consideration or selected by the client for the municipal advisory activities to be perfarmed; • Wil(iam Euphrat Municipal Finance, Inc. has proposed con#ingent compensation. This form of compensation provides the firm wifh a financial incentive in favor of the sale of refunding securities. (vii) any other engagements or relationships of the municipal advisor or any affiliate of the municipal advisor that might impair the advisor's ability either to render unbiased and competent advice to or on behalf of the client or to fulfill its fiduciary duty to the client, as applicable; • William Euphrat Municipal Finance, Inc. has been engaged by the Port of Redwood City to assist it refund its 1999 Revenue Bonds, The firm has no reason to believe that this relationship might impair its ability either to render unbiased and competent advice #o or on behaff of the City of Redwood Gity or to fulfill its fiduciary duty to the City of Redwood City. (viii) the amount and scope of caverage of professional liability insurance that the municipal advisor carries (e.g., coverage for errors and omissions, improper judgments, or negligence), deductible amounts, and any material limitations on such coverage, or a statement that the advisor does not carry any such coverage; and • William Euphrat Municipal Finance, Inc. carries claims made and reported professiona�l Iiability insurance. TMe poliey has a $10,000 deductible and coverage of $1 million for each wrongful act wi#h a $2 million policy aggregate. (ix) any legal or disciplinary event that is (a) material tca the client's evaluation of the municipal advisor or the integrity of its management or advisory personnel; (b) disclosed by the municipal advisor on the most recent Form MA filed with the Commission; or (c) disclosed by the municipal advisor on the most recent Form MA-I filed with the Commission regarding any individual actually engaging in or reasonably expected to engage in municipal advisory activities in the course of the engagement, If a municipal advisor has disclosed a legal or disciplinary event an any form referenced in section (b) or (c) of this rule, the advisor must provide the client with a copy of the relevant sections of the form or forms. If a municipal advisor concludes that it has no material conflicts of interest, the municipal advisor must provide written documentation to the client to that effect. • William Euphrat Municipal Finance, Inc. has no# been subject to any legal or di$ciplinary events. REV:03-30-15 MLG Page 13 of 14 ATTY/AGR.2015.047IWilliam Euphrat Municipal Finance, Inc.