Jones Hall - Property Owner Delinquencies in CFD No. 2000-1
AGREEMENT FOR LEGAL SERVICES
BETWEEN THE CITY OF GILROY AND
JONES HALL, A PROFESSIONAL LAW CORPORATION,
FOR LEGAL SERVICES
IN CONNECTION WITH
PROPERTY OWNER DELINQUENCIES IN
COMMUNITY FACILITIES DISTRICT NO. 2000-1 (HIGHWAY 152)
This AGREEMENT FOR LEGAL SERVICES is entered into this I S).- day of
-J\.~~tt- ' 2011, between the CITY OF GILROY (the "Client") and JONES HALL, A
PROF SSIONAL LAW CORPORATION, San FrancIsco, California ("Attorneys").
BACKGROUND:
1. The Client previously formed its Community Facilities District No. 2000-1 (Highway
152) (the "District") under the Mello-Roos Community Facilities Act of 1982, as amended (the
"Act"), to finance the acquisition and construction of certain public facilities (the "Project")
through the issuance of bonds (the "Bonds"), debt service on which was paid through the
collection of special taxes on the parcels within the District.
2. The City has issued two series of bonds on behalf of the District (collectively, the
"Bonds"): (i) City of Gilroy Community Facilities District No. 2000-1 (Highway 152) Special Tax
Bonds, Series 2002 (the "2002 Bonds") and (ii) City of Gilroy Community Facilities District No.
2000-1 (Highway 152) Special Tax Bonds, Series 2006 (Improvement Area No.1) (the "2006
Bonds"); the 2006 Bonds are payable from special taxes levied in Improvement Area No. 1 of
the District only.
3. There are delinquencies in the payment of special taxes by property owners in the
District, and the City requires assistance in connection with those delinquencies, specifically
with respect to complying with the requirements of the Bond documents, the Act and a letter of
credit related to the 2006 Bonds and enforcement and collection proceedings (collectively, the
"Remedial Action").
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 are limited to those
contracted for in this Agreement; the Client's execution of this Agreement will constitute an
acknowledgment of those limitations.
Section 2. Scope of Enqaqement. Attorneys shall perform all of the following services as
in connection with the winding up and dissolution of the District:
a. Consultation and cooperation with Client and Client staff to assist in the
formulation of a coordinated and orderly approach to the Remedial
Action.
b. Preparation of documentation required in connection with the Remedial
Action.
Section 3. Compensation. For the services of Attorneys set forth above, the Client will
pay Attorneys compensation at an hourly rate equal to $500 per hour, based on one or more
monthly invoices to be provided by Attorneys to the Client. Payment will be due within 30 days
after submission of each invoice.
In addition, Attorneys shall be reimbursed for direct out-of-pocket expenses incurred by
Attorneys in connection with their services hereunder, including expenses for travel, messenger
and delivery service, photocopying, closing costs, and other costs and expenses.
Section 4. Conflicts: Prospective Consent. Attorneys represent many political
subdivisions, investment banking firms and financial advisory 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. 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 this engagement 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 this engagement. Execution of this
Agreement will signify the Client's consent to Attorneys' representation of others consistent with
the circumstances described in this paragraph.
Section 5. 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 6. Assiqnment. 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 7. Termination of Aqreement.
(a) Termination bv Client. This Agreement may be terminated at any time by the
Client with or without cause upon written notice to Attorneys.
(b) Termination bv Attornevs. 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 Completion of Proceedinqs. This Agreement shall terminate
upon the completion of the Remedial Action.
(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.
- 2 -
.
IN WITNESS WHEREOF, the Client and Attorneys have executed this Agreement as of
the date first above written.
JONES HALL, A PROFESSIONAL LAW
CR~ORA TION
\.
- 3 -