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Attachment 1 C (iii) Attend all meetings of the City and any administrative meetings at which the Official Statement is to be discussed, deemed necessary by us for the proper exercise of our due diligence with respect to the Official Statement, or when specifically requested by the City to attend; (iv) Prepare a due diligence checklist appropriate for the financing (see Appendix B), and review all materials requested thereby; (v) Prepare, in the event of a competitive sale, the official notice of sale and bid form and, in the event of a negotiated sale, the bond purchase contract; (vi) On behalf of the City, prepare a continuing disclosure certificate of the City to assist the winning bidder or underwriter with compliance with the provisions of Securities and Exchange Commission Rule 15c2-12; and (vii) Subject to the completion of proceedings to our satisfaction, provide a letter addressed to the underwriter and the City that, although we will not have undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, in the course of our participation in the preparation of the Official Statement, we have been in contact with representatives of the City and others, concerning the contents of the Official Statement and related matters and, based upon the foregoing, nothing has come to our attention to lead us to believe that the Official Statement (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion included therein, and information relating to The Depository Trust Company and its book-entry system, as to which we will express no view) as of the date of the Official Statement or the date of the closing contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5. Proposed Compensation. We propose a fixed fee of $30,000, which is inclusive of costs, for the financing. Payment of our compensation would be entirely contingent upon the successful completion of the financing. 6. Conclusion. Thank you for the opportunity to submit this proposal for disclosure counsel services to the City of Redwood City. We value our prior work with the City, and we hope to have the opportunity to serve the City again. If you have any questions or require any additional information, please call Steve Melikian at (415) 391-5780. Attachment 1 C-3