Agmt15 Quint & Thimmig LLP Attorney at Law

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EXHIBIT "A" SERVICES ing in all regards the legality of all pro- ceedings relating to the Bonds; As bond counsel, the firm will pravide the following services: (ix) Confer and consult with City offi- cials and agents with regard to problems {i) Consult and cooperate with offi- which may arise during the servicing and cials of the City, the City's legal counsel, payment of principal of and interest on credit enhancer, credit enhancer legal the Bonds;and counsel, financing consultants, under- writers and other consultants, staff and (x} Such other and further services as ernployees of the City, and assisting such are norrnally performed by bond counsel consultants, staff and employees in the in cannection with the Bonds. formulation of coordinated financial and legal proceedings; As disclosure counsel, the firm will pra- vide the following services: (u) Attend all meetings of the govern- ing board of the City and any administra- (i) Prepare the official staternent (both tive meetings at which any financing pro- preliminary and final) or other disclosure ceedings relating to the Bonds are to be docurnents in connection with the offering discussed, deerned necessary for the of the bonds; proper plannirrg af the finanring proceed- ings or when specifically requested to at- (ii) Confer and consult with the offi- tend; cers and administrative staff of the City as ta rnatters relating to the off'icial state- (iii) Prepare required financing docu- ment; ments, indentures, ordirtances and all resolutions, natices and legal documents (ui)Attend all meetings of the govern- necessary for the proper conduct of the fi- ing body of the Ci�y and any adrninistra- nancing proceedings; tive meetings at which the official state- ment is to be discussed, deemed necessary (iv)Review all financial docurnents for by us for the proper exercise of our due legal sufficiency; diligence with respect to the official statement, or when specifically requested (v) Prepare and provide a signature by the City to attend; and no-litigation certificate, an arbitrage certificate and any and all other closing (iv} On behalf af the City, prepare the documents required to accampany deliv- notice of sale, if the bonds are sold an a ery af the Bands; competitive basis, or the bond purchase cantract pursuant to which the bands will (vi) Prepare and provide a complete be sold to the underwriter of the bonds, if transcript (including a digital transcript) the Bands are sold on a negotiated basis; of the proceedings necessary ta accom- pany delivery of the Bonds; (v} pn behalf of the City, prepare the continuing disclasure certificate; (vu) Subject to the completian of pro- ceedings, provide a legal opinion that (if (vi) Subject to the cornpletion of pro- tax-exempt) the interest due on the Bonds ceedings to aur satisfactian, provide a let- is excluded from gross income for pur- ter addressed to the City and to the un- poses of federal inmme taxation and that derwriter of the bonds that, althaugh we such interest is exempt from California have not undertaken to deterrnine inde- personal income taxation; pendently or assume any responsibility for the accuracy, completeness or fairness (vui)Subject ta the completion of pro- of the statements contained in the official ceedings, provide a legal opinion approv- statement, in the course of our partiripa- -4- ATTY/AGR.2015.059/Quint&Thimmig-Water Revenue Refunding Bonds 2015