Jones Hall - Highway 152 Mello-Roos Agreement
JONES HALL,
A PROFESSIONAL LAW CORPORATION
AGREEMENT FOR LEGAL SERVICES
(Mello-Roos Proceedings)
, THIS AGREEMENT FOR LEGAL SERVICES is made and entered into on
J It)~ I Cf ' 2000, by and between the City of Gilroy (the "Client"), and Jones Hall, A
Professional Law Corporation, San Francisco, California (the" Attorneys") and when, when
fully executed, creates an attorney-client relationship.
WITNESSETH:
WHEREAS, the Client intends to conduct special tax and special tax bond proceedings
(the "Proceedings") for the levy of special taxes and the issuance of bonds of the Client (the
"Bonds") pursuant to the Mello-Roos Community Facilities District Act of 1982 (Sections
53311 et seq. California Government Code) to finance the construction and/or acquisition of
public facilities in and for the Client's Community Facilities District No. 2000-1 (Highway 152)
(the "CFD");
WHEREAS, the Client has determined that the Attorneys are specially trained and
experienced to provide services for accomplishing the Proceedings and the issuance of the
Bonds and the Attorneys are willing to provide such services; and
WHEREAS, the public interest, economy and general welfare will be served by this
Agreement for Legal Services;
NOW, THEREFORE, IT IS HEREBY AGREED, as follows:
1. Duties of Attorneys. The Attorneys shall provide legal services in connection
with the Proceedings and the Bonds. Such services shall include the following:
a. Confer and consult with the Client's officers and administrative staff and
the Client's engineers and consultants on matters relating to the Proceedings;
b. Attend meetings of the Client, including Council meetings and any
administrative meetings at which the Proceedings are to be discussed and deemed
necessary by the Attorneys for the proper planning of the Proceedings or when
specifically requested by the Client to attend;
c. Prepare any required resolutions, ordinances, notices, instructions and
other legal documents necessary for the proper conduct of the Proceedings and the
Bonds;
d. Review legal issues relating to the structure of the Bonds;
e. In connection with the sale of the Bonds: (i) review, without undertaking
an independent investigation, the provisions of any official statement or other disclosure
document for the Bonds limited to such matters as authority for the Bonds, legal
opinion, tax exemption and related matters to assure correctness of disclosure relating
to the legal documents prepared by Attorneys;
f. Subject to the completion of Proceedings to the satisfaction of the
Attorneys, provide the opinion of the Attorneys (the "Bond Opinion") regarding the
validity and binding effect of the Bonds, the source of payment and security for the
Bonds, and the excludability of interest on the Bonds from gross income for federal and
California state income tax purposes.
g. Prepare and coordinate the delivery of the Bonds upon payment therefor
(the "Closing") including all required certificates, opinions, statement, forms and
documents required to evidence the issuance of the Bonds and permit the issuance of the
Bond Opinion (referenced below); and
h. Prepare and provide a complete transcript of the conduct of the
Proceedings necessary to accompany issuance of the Bonds.
2. Compensation. For the services set forth under Section I, the Attorneys shall be
paid as follows:
a. Two percent (2%) of the principal amount of the Bonds to a principal
amount of $1,000,000 (with a minimum fee of $25,000 in the event of issuance of a
principal amount of less than $1,000,000); plus
b. One percent (1%) of the principal amount of the Bonds in excess of
$1,000,000, but less than or equal to $5,000,000; plus
c. One-half percent (1/2%) of the principal amount of the Bonds in excess
of $5,000,000, but less than or equal to $20,000,000; plus
d. One-eighth percent (1/8%) of the principal amount of the Bonds in excess
of $20,000,000.
In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys on
behalf of the Client, including delivery and messenger services, closing costs, duplication costs,
transcript binding costs and expenses for travel outside the State of California, if any, but
specifically excluding travel expenses within the State of California.
Payment of such fees and expenses shall be entirely contingent, shall be due and payable
upon the delivery of the Bonds and shall be payable solely from the proceeds of the Bonds and
from no other funds of the Client. Payment shall be made upon the date of the Closing, but not
later than 30 days thereafter.
3. Exceptions. The following are excepted from the services to be performed by the
Attorneys under this Agreement: (i) any services rendered in any litigation (including (excluding)
any validation proceedings deemed necessary by Attorneys) involving the Client or the
Proceedings relating to the Bonds; (ii) advice and preparation of documentation regarding
compliance with Section 148 of the Internal Revenue Code of 1986, relating to arbitrage
limitations and rebate provisions; (ill) advice and services for all applicable federal securities
laws and continuing disclosure; (iv) the preparation of auditor (debt-collection) records,
instructions and services relating to prepayment of assessments and the calling of any of the
Bonds; and (v) any advice of a substantial nature regarding the servicing of the Bonds. Such
services which Attorneys are willing to render for the Client shall be the subject of separate
agreement by and between the Client and Attorneys.
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4. Termination of Agreement. This Agreement for Legal Services may be
terminated at any time by the Client, with or without cause, upon thirty days written notice to
Attomeys at any time before the Closing. In the event of such termination, all finished and
unfinished documents shall, at the option of the Client, become its property and shall be
delivered by Attomeys. Unless previously terminated, the relationship between the Attomeys
and the Client created by this Agreement shall terminate upon the Closing. Questions about the
Bonds or the assessments that may arise after Closing may be addressed to the Attorneys and
handled on a case by case basis, with fees, if any, to be determined as appropriate at that time.
5. Indemnification and Insurance. To the fullest extent permitted by law,
Attomeys shall defend through counsel approved by the City (which approval shall not be
unreasonably withheld), indemnify and hold harmless the City, its officers, representatives,
agents and employees against any and all suits, damages, costs, fees, claims, demands, causes
of action, losses, liabilities and expenses, including without limitation attomeys' fees, to the
extent arising or resulting directly or indirectly from any willful or negligent acts, errors or
omissions of Attomeys or Attorneys' assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property. The limit on Attomeys'
liability to the City hereunder is the greater of $1,000,000 per occurrence or the maximum
coverage under Attomeys' Professional Liability Insurance policies.
In addition to any other obligations under this Agreement, Attorneys shall, at no cost to
the City, obtain and maintain throughout the term of this Agreement: (a) Comprehensive
Liability Insurance, including coverage for owned and non-owned automobiles, with a minimum
combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily
injury, sickness or disease, or death to any person, and damage to property, including the loss
of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum
coverage of $5,000,000 per occurrence and aggregate. As a condition precedent to the City's
obligations under this Agreement, Attorneys shall furnish evidence of such coverage (naming the
City, its officers and employees as additional insureds on the Comprehensive Liability
insurance policy referred to in (a) immediately above) and requiring thirty (30) days written
notice of policy lapse or cancellation, or of a material change in policy terms.
6. Notices. Any notice to be given by the parties hereto shall be in writing and
delivered or mailed, first class, postage prepaid to the following addresses:
To the City:
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Attention: Michael Dom, Administrative Services Director
650 Califomia Street
18th Floor
San Francisco, CA 94108
Attn: Stephen R. Casaleggio, Vice President
Notices delivered personally will be deemed delivered as of actual receipt; mailed
notices will be deemed delivered as of three (3) days after mailing.
To Jones Hall:
7. Confidential Information. During and after the term of this Agreement,
Attorneys shall maintain in confidence and not use, except to the extent required to perform its
obligations hereunder, all proprietary or confidential information of the City of which Attorneys
may become aware in the performance of their services hereunder.
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8. Partial Invalidity. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
by their respective officers thereunto duly authorized as of the date in the first paragraph
above.
CLIENT:
CITY OF GILROY
By:
Title:
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ATTORNEYS:
JONES HALL, Professional Law
Corporation
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