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V ' I �r <br /> 25 <br /> Attachment 1 C <br /> (iii) Attend all meetings of the City and any administrative meetings at <br /> which the Official Statement is to be discussed, deemed necessary by us for the <br /> proper exercise of our due diligence with respect to the Official Statement, or <br /> when spec�cally requested by the City to attend; <br /> (iv) Prepare a due diligence checklist appropriate for the financing <br /> (see Appendix B), and review all materials requested thereby; <br /> (v) Prepare, in the event of a competitive sale, the official notice of <br /> sale and bid form and, in the event of a negotiated sale, the bond purchase <br /> contract; <br /> (vi) On behalf of the City, prepare a continuing disclosure certificate of <br /> the City to assist the winning bidder or underwriter with compliance with the <br /> provisions of Securities and Exchange Commission Rule 15c2-12; and <br /> (vii) Subject ta the completion of proceedings to our satisfaction, <br /> provide a letter addressed to the underwriter and the Ciry that, although we witl <br /> not have undertaken to determine independently or assume any responsibility for <br /> the accuracy, completeness or faimess of the statements contained in the <br /> Official Statement, in the course of our participation in the preparation of the <br /> Official Statement, we have been in contact with rep�esentatives of the City and <br /> others, conceming the contents of the Official Statement and related matters <br /> and, based upon the foregoing, nothing has come to our attention to lead us to <br /> believe that the O�cial Statement (except for any financial or statistical data or <br /> forecasts, numbers, charts, estimates, projections, assumptions or expressions <br /> of opinion included therein, and information relating to The Depository Trust <br /> Company and its book-entry system, as to which we will express no view) as of <br /> the date of the Official Statement or the date of the closing contains any untrue <br /> statement of a material fact or omits to state any material fact necessary in order <br /> to make the statements therein, in the light of the circumstances under which <br /> they were made, not misleading. <br /> 5. Proposed Compensation. <br /> We propose a fixed fee of $30,000, which is inclusive of costs, for the financing. <br /> Payment of our compensation would be entirely contingent upon the successful <br /> completion of the financing. <br /> 6. Conclusion. <br /> Thank you for the opportunity to submit this proposal for disclosure counsel <br /> services to the City of Redwood City. We value our prior work with the City, and we <br /> hope to have the opportunity to serve the City again. If you have any questions or <br /> require any additional information, please call Steve Melikian at (415) 391-5780. <br /> Attachment 1 C-3 <br />