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EXHIBIT "A" <br />SCOPE OF SERVICES <br />The Services consist of the following: <br />1. Negotiation of agreements. Consultant shall assist the City Attorney with <br />negotiation of agreements related to the levee improvements with the property owners <br />on the Seaport Peninsula, and shall confirm that special taxes levied in the CFD can be <br />used to pay the City's installment purchase payments for the levee improvements. <br />If the City decides that it wishes for the interest component of the installment payments <br />to be excluded from gross income for federal income tax purposes, Consultant shall <br />provide advice on the structuring of the purchase agreement for that purpose. The City <br />acknowledges that the Internal Revenue Code of 1986, as amended (the "Code') <br />imposes various restrictions, conditions and requirements relating to the exclusion from <br />gross income for federal income tax purposes of interest. City will be required to make <br />certain representations and covenants to comply with certain restrictions designed to <br />insure that the interest component of the installment payments will not be included in <br />federal gross income. Inaccuracy of these representations or failure to comply with <br />these covenants may result in the interest component of the installment payments to be <br />included in gross income for federal income tax purposes, possibly from the date of <br />execution of the purchase agreement. Consultant's opinion will assume the accuracy of <br />these representations and compliance with these covenants. Consultant will not <br />undertake to determine (or to inform any person) whether any actions taken (or not <br />taken) or events occurring (or not occurring) after the date of execution of the <br />agreement may adversely affect the value of, or the tax status of the interest component <br />of the installment payments. In this regard, and if applicable, City agrees to familiarize <br />itself with the relevant requirements and restrictions necessary for the interest <br />component of the installment payments to qualify for exemption from federal income <br />taxation and to exercise due diligence both before and after execution of the purchase <br />agreement in complying with these requirements. <br />2. Dissolution of maintenance district. Consultant shall provide advice and assist <br />with dissolution of an existing maintenance district related to levee improvements on the <br />Seaport Peninsula. <br />3. Special Tax Financing Law. Consultant shall draft a special tax financing law that <br />will be added to the City's municipal code to facilitate the financing of the acquisition, <br />construction and maintenance of the levee improvements. <br />4. Formation of CFD. Consultant shall prepare all legal proceedings for the <br />formation of the CFD, including (a) preparation of all necessary resolutions of the City <br />Council, and (b) participating with the City and the City's special tax consultant and <br />other consultants in the preparation of related ballots and notices. <br />ATTY/DOCS-AGR/REPRESENTATION AGR/JONES HALL, A PROFESSIONAL LAW CORPORATION <br />REV: 03-23-2020 EI <br />Page 9 of 9 <br />