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AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO AND JONES HALL, A PROFESSIONAL LAW CORPORATION, FOR BOND 'COUNSEL AND DISCLOSURE COUNSEL SERVICES IN CONNECTION WITH TAX INCREMENT REFUNDING BONDS This AGREEMENT FOR LEGAL SERVICES dated as of August 25, 2014, is between the .SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO (the "Successor Agency"), and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"); WI TNESSETH: WHEREAS, the Successor Agency to the Redevelopment Agency of the City of San Leandro (the "Successor Agency") is proceeding to authorize the issuance of long- term bonds (the "Bonds") for the purpose of refinancing certain outstanding tax increment bonds of the Successor Agency; and WHEREAS, in connection with the drafting of the documents and resolutions required to accomplish the authorization and issuance of the Bonds, the Successor Agency requires the advice and assistance of bond counsel and disclosure counsel; and WHEREAS, Attorneys are qualified by training and experience to perform the services of bond counsel and disclosure counsel and are willing to provide such services under the terms set forth herein; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: SECTION 1. Identification of Client. Attorneys shall represent the Successor Agency as Bond Counsel and Disclosure Counsel in connection with the proceedings for the authorization, issuance and sale of the Certificates. Attorneys will not represent, and will owe no duties to, any other party, including but not limited to financial advisor, trustee, bond insurer and underwriter of the Bonds. Attorneys assume that all other parties involved in the financing 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 Successor Agency, 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 Successor Agency's execution of this Agreement will constitute an acknowledgment of those limitations. Attorneys' representation of the Successor. Agency will not affect, however, our responsibility to render an objective final legal opinion.