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Fin Authorization to Issue Bonds--Jones HallAGREEMENT FOR LEGAL SERVICES BETWEEN CITY OF SAN RAFAEL AND JONES HALL, A PROFESSIONAL LAW CORPORATION, FOR BOND AND DISCLOSURE COUNSEL SERVICES IN CONNECTION WITH THE ISSUANCE OF LEASE REVENUE BONDS TO FINANCE PUBLIC SAFETY IMPROVEMENTS This AGREEMENT FOR LEGAL SERVICES is entered into this £ day of MarCh , 2018, between the CITY OF SAN RAFAEL (the "Client") and JONES HALL , A PROFESSIONAL LAw CORPORATION, San Francisco, California ("Attorneys"). BACKGROUND: 1. The Client wishes to finance certain public safety improvements consisting generally of the construction of a new public safety center and two replacement fire stations, and the San Rafael Joint Powers Financing Authority (the "Authority") has agreed to issue lease revenue bonds for that purpose (the "Bonds"). 3 Client requires the services of nationally recognized bond counsel and disclosure counsel. AGREEMENT: In consideration of the foregoing and the mutual covenants contained in this Agreement, the Client and Attorneys agree as follows: Section 1. Attorney-Client Relationship. Upon execution of this Agreement, the Client will be Attorney's client and an attorney-client relationship will exist between Client and Attorneys . Attorneys assume that all other parties will retain such counsel, as they deem necessary and appropriate to represent their interests in this transaction. Attorneys further assume that all other parties understand that in this transaction Attorneys represent only the Client, Attorneys are not counsel to any other party, and Attorneys are not acting as an intermediary among the parties . Attorneys' services as bond counsel and disclosure counsel are limited to those contracted for in this Agreement; the Client s execution of this Agreement will constitute an acknowledgment of those limitations. Attorneys' representation of the Client will not affect, however, Attorneys ' responsibility to render an objective Bond Opinion. Section 2. Scope of Engagement as Bond Counsel. Attorneys .shall perform all of the following services : a. Prepare (i) a lease agreement, site lease, and indenture of trust, among others , (ii) all proceedings for the authorization, issuance and delivery of the Bonds , including a resolution of each of the City Council and the governing body of the Authority authorizing the issuance and sale of the Bonds and approving related documents and actions , (iii) all documents required for the closing of the issue, and (iv) all other proceedings incidental to or in connection with the issuance and sale of the Bonds . b. Supervise the Bond closing . c. Advise the Client and the Authority, from the time Attorneys are hired as Bond Counsel until the Bonds are issued, as to compliance with federal tax law as required to ensure that interest on the Bonds is exempt from federal income taxation. d. Upon completion of proceedings to Attorneys' satisfaction, provide a legal opinion (the "Bond Opin ion") approving the validity and enforceability of the proceedings for the authorization , issuance and delivery of the Bonds , and stating that interest on the Bonds is (i) excluded from gross income for purposes of federal income taxes and (ii) exempt from California personal income taxation. The Bond Opinion will be addressed to the Authority, and may also be addressed to the underwriter of the Bonds and other participants in the financing. e . Review those sections of the official statement or other form of offering or disclosure document to be disseminated in connection with the sale of the Bonds involving summary descriptions of the Bonds , the legal proceedings leading to the authorization and sale of the Bonds, the legal documents under which the Bonds will be issued, and federal tax law and securities law provisions applicable to the Bonds, as to completeness and accuracy . f . Assist the Client in present ing information to bond rating organizations and prov iders of credit enhancement, if any, relating to legal issues affecting the issuance of the Bonds . g. Such other and further services as are normally performed by bond counsel in connection with similar financings . Attorneys ' Bond Opinion will be delivered by Attorneys on the date the Bonds are exchanged for their purchase price (the "Closing "), The Bond Opinion will be based on facts and law existing as of its date, will cover certain matters not directly addressed by such authorities , and will represent Attorneys' judgment as to the proper treatment of the Bonds for federal income tax purposes . Attorneys' opinio n is not binding on the Internal Revenue Service ("IRS ") or the courts. Attorneys cannot and will not give any opinion or assurance about the effect of future changes in the Internal Revenue Code of 1986 (the "Code"), the applicable regulat ions , the interpretation thereof or the enforcement thereof by the IRS . Client acknowledges that future leg islation, if enacted into law, or clarification of the Code may cause interest on the Bonds to be subject , directly or indirectly , to federal income taxation , or otherwise prevent owners of the Bonds from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislation or clarification of the Code may also affect the market price for, or marketability of, the Bonds . Attorneys will express no opinion regarding any pend i ng or proposed federal tax legislation . In rendering the Bond Opinion , Attorneys will rely upon the certified proceedings and other certifications of public officials and other persons furnished to Attorneys without undertaking to verify the same by independent investigation , and Attorneys will assume continuing compliance by the Client and the Authority with applicable laws relating to the Bonds . Section 3. Scope of Engagement as Disclosure Counsel. Attorneys shall perform all of the following services as disclosure counsel in connection with the issuance and sale of the Bonds : 2 a. Prepare the Official Statement (both preliminary and final) or other disclosure documents in connection with the offering of the Bonds. b. Confer and consult with the officers and administrative staff of the Client as to matters relating to the Official Statement. c. Attend all meetings of the Client and any administrative meetings and telephone conferences at which the Official Statement is to be discussed, deemed necessary by Attorneys for the proper exercise of their due diligence with respect to the Official Statement, or when specifically requested by the Client to attend. d . On behalf of the Client, review the bond purchase contract pursuant to which the Bonds will be sold to the underwriter , which will be prepared by counsel to the underwriter. e . On behalf of the Client, prepare a continuing disclosure certificate of the Client to assist the underwriter with complying with its obligations under Securities and Exchange Commission Rule 15c2-12 . f . Subject to the completion of proceedings to the satisfaction of Attorneys , provide a letter of Attorneys addressed to the Client and the underwriter that, although Attorneys are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement and make no representation that Attorneys have independently verified the accuracy , completeness or fairness of any such statements, no facts have come to Attorneys' attention that cause Attorneys to believe that the Official Statement (except for any financial and statistical data and forecasts , numbers, estimates, assumptions and expressions of opinion, and information concerning the any bond insurer and its policy , and information concerning the Depository Trust Company and the book-entry system for the Bonds, contained or incorporated by reference in the Official Statement and the appendices to the Official Statement, which Attorneys will expressly exclude from the scope of this sentence) as of the date of the Official Statement or the date hereof contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading . Section 4 . Excluded Services. Our duties in this engagement are limited to those expressly set forth above in Section 2 and Section 3. Among other things, our duties do not include, except as expressly set forth in a written amendment to this Agreement: a. Preparing requests for tax rulings from the Internal Revenue Service , or "no-action " letters from the Securities and Exchange Commission. b. Preparing blue sky or investment surveys with respect to the Bonds. c. Drafting state constitutional or legislative amendments . d . Pursuing test cases or other litigation, such as contested validation proceedings , or representing the City or the Authority in connection with any litigation relating to the Bonds . 3 e. Making an investigation or expressing any view as to the creditworthiness of the Client or the Bonds. f. Representing the Client or the Authority in Internal Revenue Service examinations, audits or inquiries, or Securities and Exchange Commission investigations . g. After Closing, providing continuing advice to the Client or any other party concerning any actions that need to be taken regarding the Bonds; e.g., actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Bonds). h. Reviewing or opining on the business terms of, validity, or federal tax consequences of any investment agreement that the Client may choose as an investment vehicle for the proceeds of the Bonds, unless the Client and Attorneys agree on the terms of such review and compensation for such review. i. Reviewing or opining on the business terms of, validity, or federal tax consequences of any derivative financial products, such as an interest rate swap agreement , that the Client may choose to enter into in connection with the issuance of the Bonds, unless the Client and Attorneys agree on the terms of such review and compensation for such review. j . Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. k . After Closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking under Securities and Exchange Commission Rule 15c2-12. Section 5 . Conflicts; Prospective Consent. Attorneys represent many political subdivisions and investment banking firms. It is possible that during the time that Attorneys are representing the Client, one or more of Attorneys' present or future clients will have transactions with the Client. It is also possible that Attorneys may be asked to represent, in an unrelated matter, one or more of the investment banking firms involved in the issuance of the Bonds . Attorneys do not believe such representation, if it occurs, will adversely affect Attorneys' ability to represent you as provided in this Agreement, either because such matters will be sufficiently different from the issuance of the Bonds so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance of the Bonds. Execution of this Agreement will signify the Client's consent to Attorneys' representation of others consistent with the circumstances described in this paragraph. Notwithstanding the foregoing, and in order to provide greater assurances to the Client about potential future conflicts, Attorneys hereby covenant that they will not, in the course of any representation of present or future clients in transactions with the Client, take any position adverse to the Client with respect to the Bonds. Section 6. Compensation. For the bond counsel services performed by Attorneys under Section 2 above, the Client will pay Attorneys a flat fee equal to $60,000 . 4 For the Disclosure Counsel services performed by Attorneys under Section 3 above , the Client will pay Attorneys a flat fee of $35,000. In addition , the Client shall pay to Attorneys all direct out-of-pocket expenses for travel outside the State of California (if any), messenger and delivery service, photocopying , closing costs, legal publication expenses and other costs and expenses incurred by Attorneys in connection with their services hereunder, in an amount not to exceed $3,000 . The compensation set forth in this Section 6 is not set by law but is negotiable between Attorneys and Client. Section 7. Responsibilities of the Client. (a) General. The Client will cooperate with Attorneys and furnish Attorneys with certified copies of all proceedings taken by the Client and the Authority, or otherwise deemed necessary by Attorneys to render an opinion upon the validity of the proceedings. During the course of this engagement, Attorneys will rely on Client to provide Attorneys with complete and timely information on all developments pertaining to any aspect of the Bonds and their security . Attorneys are not responsible for costs and expenses incurred incidental to the actual issuance and delivery of the Bonds, including the cost of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, and printing and publication costs . (b) Federal Tax Law-Related Responsibilities. 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 Attorneys issuing their opinion, Client and Authority 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 or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. Attorneys' opinion will assume the accuracy of these representations and compliance with these covenants. Attorneys will not undertake to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. In this regard, Client agrees to familiarize itself with the relevant requirements and restrictions necessary for the Bonds to qualify for exemption from federal income taxation and to exercise due diligence both before and after issuance of the Bonds in complying with these requirements. Section 8. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances shall Attorneys be considered an agent, partner, or employee of the Client. Section 9. Assignment. Attorneys may not assign their rights or delegate their obligations under this Agreement, in whole or in part, except with the prior written consent of the Client. Section 10 . Termination of Agreement. a. Termination by Client. This Agreement may be terminated at any time by the Client with or without cause upon written notice to Attorneys . 5 b. Termination by Attorneys. This Agreement may be terminated by Attorneys upon 15 days' written notice to Client if Client fails to follow written legal advice given by Attorneys. c. Termination Upon Issuance of Bonds. This Agreement shall terminate upon the issuance of the Bonds. d. Consequences of Termination. In the event of termination, all finished and unfinished documents shall at the option of the Client become its property and shall be delivered to the Client by Attorneys. IN WITNESS WHEREOF, the Client and Attorneys have executed this Agreement as of the date first above written. CITY OF SAN RAFAEL By : _-+I\_+.~_-----:; ~~'--~~--t------Name :_~~'~~~_~_~_,--_______ _ Title: ---=~:;.".--...:....,*tf--)J(-4--------tJ-u\""/_--- JONES HALL, A PROFESSIONAL LAW CORPORATION 6