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<br />ORIGINAL <br /> <br />Attachment 1 C <br /> <br />JONES HALL <br />A Professional Law Corporation <br /> <br />AGREEMENT FOR LEGAL SERVICES <br />(Disclosure Counsel for <br />City of Redwood City Public Financing Authority Water Revenue Bonds, Series 2006A) f\ &. <br /> <br />. THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this 2J. day of <br />Febt\J(\~ 2.0 0 Co ,-2e96, by and between the CITY OF REDWOOD CITY (the "City"), and JONES HALL, A <br />P FESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"). <br /> <br />WITNESSETH <br /> <br />WHEREAS, the City proposes to undertake a water revenue financing to be issued in early 2006 <br />(the "Bonds") payable from the revenues of the City's water enterprise purposes for the purpose of <br />financing certain improvements to the City's water enterprise; and <br /> <br />WHEREAS, the City has determined that Attorneys are specially trained and experienced to <br />provide services as Disclosure Counsel in connection with the preparation of the disclosure necessary for <br />the sale of the Bonds, and Attorneys are willing to provide such services; and <br /> <br />WHEREAS, the public interest, economy and general welfare will be served by this Agreement <br />for Legal Services. <br /> <br />NOW THEREFORE, IT IS HEREBY AGREED, as follows: <br /> <br />1. Duties of Attorneys. Attorneys shall provide legal services in connection with the <br />preparation of the Official Statement to be used in connection with the offering and sale of the Bonds. <br />Such services shall include the following: <br /> <br />(a) <br /> <br />Prepare the Official Statement (both preliminary and final) for the financing; <br /> <br />(b) Confer and consult with the officers and administrative staff of the City as to <br />matters relating to the Official Statement; <br /> <br />(c) Attend all meetings of the City and any administrative meetings at which the <br />Official Statement is to be discussed, deemed necessary by us for the proper exercise of our due <br />diligence with respect to the Official Statement, or when specifically requested by the City to <br />attend; <br /> <br />(d) Prepare a due diligence checklist appropriate for the financing, and review all <br />materials requested thereby; <br /> <br />(e) Prepare, in the event of a competitive sale, the official notice of sale and bid form <br />and, in the event of a negotiated sale, the bond purchase contract; <br /> <br />(f) On behalf of the City, prepare a continuing disclosure certificate of the City to <br />assist the purchaser of the Bonds with compliance with the provisions of Securities and Exchange <br />Commission Rule 15c2-12; and <br /> <br />(g) Subject to the completion of proceedings to our satisfaction, provide a letter <br />addressed to the underwriter and the City that, although we will not have undertaken to determine <br />independently or assume any responsibility for the accuracy, completeness or fairness of the <br />statements contained in the Official Statement, in the course of our participation in the <br />preparation of the Official Statement, we have been in contact with representatives of the City <br />and others, concerning the contents of the Official Statement and related matters and, based <br />upon the foregoing, nothing has come to our attention to lead us to believe that the Official <br />Statement (except for any financial or statistical data or forecasts, numbers, charts, estimates, <br />projections, assumptions or expressions of opinion included therein, and information relating to <br />The Depository Trust Company and its book-entry system, as to which we will express no view) <br />as of the date of the Official Statement or the date of the closing contains any untrue statement of <br />