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• • Exhibit A AGREEMENT FOR BOND COUNSEL SERVICES (ONE MARINA PROJECT CFD) HIS AGREEMENT (the "Agreement ") is made and entered into this `f day of an a: r / , 2010, by and between the City of Redwood City, whose address is 1017 Mid::lefield Road Redwood City, CA 94063 (the "City "), and Nossaman LLP, a partnership including professional corporations ( "Nossaman ") whose address is 18101 Von Karman Ave., Ste. 1800, Irvine, California 92612. WITNESSETH: WHEREAS, the City proposes to finance the acquisition of certain improvements for the One Marina Project (the "Project ") through the formation of a community facilities district under the provisions of the Mello -Roos Community Facilities Act of 1982 (the "Act "); and WHEREAS, Nossaman is specifically trained and experienced in the conduct of proceedings for accomplishing the financing of the Project through the preparation, sale and delivery of tax - exempt bonds pursuant to the Act for such purposes (the "Obligations "); and NOW, THEREFORE, in consideration of the covenants and premises herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Duties. Nossaman shall provide legal services in connection with the authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction "). Such services shall include, but not be limited to, the following: a. Conferring and consulting with the City, the developer of the Project, the officers, administrative staff, financial advisor, underwriter, special tax consultant and other representatives of the City in connection with the preparation and formulation of the Transaction. b. Attendance at all meetings of the City and any administrative meetings at which the Transaction is to be discussed or otherwise deemed necessary for the proper planning of the Transaction, when requested to attend such meetings by the City. c. Preparation of the resolutions, security documents and all other agreements, notices and other documents necessary for the proper conduct and consummation of the Transaction. d. A review of all financial documents for legal sufficiency. e. Review of the official statement or disclosure document in connection with the Transaction. f. Preparation of an incumbency certificate, an arbitrage certificate, and any and all other closing documents required of the City to accompany delivery of the financing documents. 1 Nossaman BCounsel 1MarinaProj- ExhibitA.DOC