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<br />ORIGINAL <br /> <br />Attachment 1 B <br /> <br />CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY <br />2006 WATER REVENUE BONDS <br /> <br />AGREEMENT FOR BOND COUNSEL SERVICES FROM <br />NOSSAMAN, GUTHNER, KNOX & ELLIOTT, LLP <br /> <br />I\JZ <br /> <br />r' THIS AGREEMENT (the "Agreement") is made and entered into this :1) day of <br />r-ebrù(1\~ ' 20~by and between the City of Redwood City (the "City"), on behalf of itself and the <br />City of edwood City Public Financing Authorrty (the "Authorrty"), whose address IS 1 017 Mlddlefleld <br />Road, Redwood City, CA 94063, and Nossaman, Guthner, Knox & Elliott, LLP, a partnership including <br />professional corporations ("NGK&E") whose address is 18101 Von Karman Ave., Ste. 1800, Irvine, <br />California 92612. <br /> <br />WITNESSETH: <br /> <br />WHEREAS, the City proposes to finance various public water facilities and equipment <br />constructed and acquired for the use, benefit and enjoyment of the public (the "Project"); <br /> <br />WHEREAS, NGK&E is specifically trained and experienced in the conduct of proceedings <br />for accomplishing the financing of the Project through the preparation, sale and delivery of revenue bonds <br />of the Authority for such purposes (the "Obligations"); and <br /> <br />NOW, THEREFORE, in consideration of the covenants and premises herein contained and <br />other good and valuable consideration, the parties hereto agree as follows: <br /> <br />1. Duties. NGK&E shall provide legal services in connection with the <br />authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction"). Such services <br />shall include, but not be limited to, the following: <br /> <br />a. Conferring and consulting with the officers, administrative staff, financial <br />advisor, underwriter and other representatives of the City in connection with the preparation and <br />formulation of the Transaction. <br /> <br />b. Attendance at all meetings of the City and any administrative meetings at <br />which the Transaction is to be discussed or otherwise deemed necessary for the proper planning of the <br />Transaction, when requested to attend such meetings by the City. <br /> <br />c. Preparation of the Resolution of Issuance, security documents and all <br />other resolutions, agreements, notices and other documents necessary for the proper conduct and <br />consummation of the Transaction. <br /> <br />d. <br /> <br />A review of all financial documents for legal sufficiency. <br /> <br />e. Review of the official statement or disclosure document in connection with <br />the Transaction to assure the disclosure of all material facts within the knowledge of the City. <br /> <br />f. <br /> <br />Review of the continuing disclosure agreement of the City. <br /> <br />g. Preparation of an incumbency certificate, an arbitrage certificate, and any <br />and all other closing documents required of the City to accompany delivery of the financing documents. <br /> <br />h. Preparation of documentation and assistance in obtaining credit <br />enhancement and/or a rating on the Obligations if such a rating is sought. <br /> <br />1 <br /> <br />231576 l.DOC <br />