Agmt16 Jones Hall, A Professional Law Corporation

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ORIGINAL AGREEMENT FOR PROFESSIONAL SERVICES Jones Hall, A Professional Law Corporation THIS AGREEMENT is made and entered into as of the 25th day of October, 2016, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and Jones Hall, A Professional Law Corporation ("Consultant"). RECITALS A. City requires the professional Bond Counsel Services (defined below) in connection with the proposed issuance of bonds (the "Bonds") to refund the City of Redwood City Public Financing Authority Water Revenue Bonds, Series 2007A. B. Consultant has the necessary experience in providing professional services and advice. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated herein by reference. In the event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. Consultant understands that Quint & Thimmig LLP will act as disclosure counsel to the City and (a) will assist in the preparation of the official statement and (b) will advise with respect to compliance with state and federal securities laws. 2. Standard of Performance: Citv Responsibilities. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The Internal Revenue Code of 1986, as amended (the "Code') imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. As a condition of Consultant issuing their opinion, City will be required to make certain representations and covenants to comply with certain restrictions designed to insure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations Page 1 of 10 REV: 01-26-17 JS ATTV/AGR/2017.019/JONES HALL WATER BOND REFUNDING 2017