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30-1/,; Quint ThimmigLLP & 100 Pine Street, Suite 2525 San Francisco, CA 94111 Telephone: 415/765-1550 T elecopier: 415f765-1555 Attorneys at Law bquint@qtllp.com pthimmig@qtllp.com September 10, 1999 VIA FAX Brian J. Ponty Finance Director City of Redwood City 1017 Middlefield Road Redwood City, Califomia 94063-1993 Fax: (650) 366-2447 Re: Revised Proposal to Serve as Disclosure Counsel- Proposed Pacific Shores CFD Financing Dear Mr. Ponty: This letter describes our proposal to serve the City as disclosure counsel for the proposed Pacific Shores community facilities district financing. Based on our discussion yesterday, I understand that the City anticipates forming a community facilities district encompassing the property of a single landowner, and the issuance of Mello- Roos special tax bonds secured by a special tax lien on property to be included in the district. We propose to provide services as disclosure counsel to the City, as outlined in the accompanying proposed Agreement for Legal Services. As we discussed, we are proposing a fee (inclusive of expenses) of $30,000, the payment of which would be wholly contingent upon, and payable at the time of issuance of, the bonds. Our fee quote is based upon the following assumptions: (1) full and timely cooperation by City Staff, the landowner and the special tax consultant in responding to requests for information needed to complete the Preliminary Official Statement and the Official Statement, (2) assistance of the City's financial advisor with the preparation of the Preliminary Official Statement and the Official Statement as reasonably requested, (3) provision of timely comments by Bond Counsel on the sections of the Preliminary Official Statement and the Official Statement which describes documents he prepares, the proceedings to authorize the bonds, and relevant state and federal law, along with timely provision by Bond Counsel of summaries of the legal documents he prepares for inclusion as an appendix to the Preliminary Official Statement and the Official Statement, (4) attendance by me at three face-to-face meetings where the financing is discussed, one of which would be the City Council meeting at which the resolution authorizing the issuance of the bonds and approval of related documents is considered for adoption (I would expect that there will be, in addition to the meetings, several "all hands. conference calls), (5) there will be no credit enhancement for the bonds (such as a letter of credit), and there will be only one series of fixed rate bonds issued, (6) there will be no major changes to the structure of, and/or the bond documents for, the financing after the initial draft of the Preliminary Official Statement has been produced, (7) Bond Counsel will have primary responsibility for the review and negotiation of any """"-"'-"'~"T'"