Agmt16 William Euphrat Municipal Finance, Inc.

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Exhibit C A municipal advisor must, at or prior to the inception of a municipal advisory relationship, provide the client with a document making full and fair disclosure of all material conflicts of interest, including disclosure of: (i) any actual or potential conflicts of interest of which it is aware after reasonable inquiry that might impair its 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. is not aware of any such conflict of interest. (ii) any affiliate of the municipal advisor that provides any advice, service, or product to or on behalf of the client that is directly or indirectly related to the municipal advisory activities to be performed by the disclosing municipal advisor; • William Euphrat Municipal Finance, Inc. does not have any affiliates. (iii) any payments made by the municipal advisor directly or indirectly to obtain or retain the client's municipal advisory business; • William Euphrat Municipal Finance, Inc. has not made any payments to retain the City of Redwood City's business. (iv) any payments received by the municipal advisor from third parties to enlist the municipal advisor's recommendation to the client of its services, any municipal securities transaction or any municipal financial product; • The only payments to be received by William Euphrat Municipal Finance, Inc. relating 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 the client; • William Euphrat Municipal Finance, Inc. will not participate in fees earned by other parties on any work 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 performed; • William Euphrat Municipal Finance, Inc. has proposed contingent compensation. This form of compensation provides the firm with 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 no other engagements or relationships that might impair its ability either to render unbiased and competent advice to or on behalf of the City of Redwood City or to fulfill its fiduciary duty to the City of Redwood City. (viii) the amount and scope of coverage 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 professional liability insurance. The policy has a $10,000 deductible and coverage of $1 million for each wrongful act with a $2 million policy REV: 12-07-16 JS ATTY/AGR/2016.324 EUPHRAT PFA WATER BOND REFUNDING 2017 Page 12 of 14