EXHIBIT 4-C

Atkins Capital Strategies LLC

Scope of Services and Fee Proposal

Scope of Services:

Consultation regarding legislative, regulatory, legal, constituent and rating agency strategies (Rating agency strategy will involve briefing the municipal analysts, having structured finance analysts taking the lead on the transaction, and working with corporate analysts regarding the Cal Water credit profile)

Phase 1 – Legislation, Outreach, and Financing Order/Through August 2014

· Consultation regarding transaction legal structures

· Review and comment on draft legislation

· Consultation regarding customer savings analysis

· Review and comment on draft fact sheets and briefing materials

· Review and comment on draft financing order

· Participation in constituent briefing meetings, as needed (not expected)

· Participation in legislative briefing meetings, as needed (not expected)

· Participation in CPUC briefing meetings, as needed 

Phase 2 – Credit Rating and Legal Structuring /Commence Upon Cal-Am Decision to Begin Construction

· Preparation of initial data request  (required for rating agency materials and investor materials

· Assist in drafting rating agency presentation materials

· Review transaction documents (e.g. indenture, offering documents, legal opinions, etc.)

· Participation in transaction working group conference calls and meetings

· Participation in preparation for rating agency meetings

· Participation in rating agency meetings

· Participation in rating agency discussions

Phase 3 – Pricing and Execution/3-6 Months Before Proceeds To Be Delivered

· Review and comment on draft underwriter RFP

· Consultation regarding underwriter proposals

· Consultation regarding underwriter bond structure proposals

· Review and comment on investor presentation/roadshow script and materials

· Consultation regarding preparation for Issuer and Underwriter dialogue with investors

· Consultation regarding interaction with underwriters during the marketing and pricing process

Compensation:

Phase 1: Not to exceed $90,000 Payable $5,000/month for 12 months with remainder upon completion

Phase 2: Not to exceed $80,000 Payable $5,000/month for 6 months with remainder upon issuance of credit ratings and rating agency comfort letters

Phase 3: Not to exceed $80,000 Payable $5,000/month with remainder upon closing

Consulting agreement may be terminated by either party upon 30 days notice

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