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�� � AGREEMENT FOR LEGAL SERVICES BETWEEN THE CITY OF REDWOOD CITY AND JONES HALL, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH THE ISSUANCE BY THE CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY OF REFUNDING WATER REVENUE BONDS This AGREEMENT FOR LEGAL SERVICES is entered into this�day of F4�o�1 , 2015, between the CiN oF RE�woo� CiN(the "ClienY') and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). BACKGROUND: 1. The Client is proceeding to refinance certain outstanding obligations payable from net revenues of its water enterprise. 2. To accomplish the refinancing, the Client has proposed to cause the City of Redwood City Public Financing Authority (the "Authority") to issue its Water Revenue Refunding Bonds, Series 2015 (the "Bonds"). 3. The Client requires the services of nationally recognized bond counsel. � AGREEMENT: In consideration of the foregoing and the mutual covenants contained in this Agreement, the Client and Attorneys agree as follows: Section 1. Attornev-Client Relationship. Upon execution of this Agreement, the Client will be Attorney's client and an attorney-client relationship will exist between Client and Attorneys. Attorneys assume that all other parties will retain such counsel, as they deem necessary and appropriate to represent their interests in this transaction. Attorneys further assume that all other parties understand that in this transaction Attorneys represent only the Client, Attorneys are not counsel to any other party, and Attorneys are not acting as an intermediary among the parties. Attorneys' services as bond counsel are limited to those contracted for in this Agreement; the Client's execution of this Agreement will constitute an acknowledgment of those limitations. Attorneys' representation of the Client will not affect, however, our responsibility to render an objective Bond Opinion. Section 2. Scope of Enqaaement. Attorneys shall perform all of the following services as bond counsel in connection with the issuance and sale of the Bonds for the purpose of providing financing for the Project: a. Consultation and cooperation with Client, the Authority and Client staff to assist in the formulation of a coordinated financial and legal issuance of the Bonds. �, b. Preparation of all legal proceedings for the authorization, issuance and delivery of the Bonds; including (a) preparation of a resolution of the ATTY/AGR/2015.029/PFA 2015 REFUNDING WATER REVENUE BONDS AGR REV:02-11-15 PT Page 1 of 6