HomeMy WebLinkAboutAgr 2001-03-16 (Jones Hall)
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JONES HALL,
A PROFESSIONAL LAW CORPORATION
AGREEMENT FOR LEGAL SERVICES
(Special Assessment Proceedings)
THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this _ day of, I
2001, by and between the Town of Tiburon (the .Clienr), 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 assessment and improvement bond proceedings (the
"Proceedings") for the levy of special assessments and the issuance of bonds of the Client (the .Bonds.) pursuant to
the appropriate special assessment acts to finance the construction and/or acquisition of improvements in and for the
Client's Stewart Drive Undergrounding Assessment District (the .Assessment District"); and
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 Client1s 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 any 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, 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, statements, forms and documents required to evidence the
issuance of the Bonds and permit the issuance of the Bond Opinion; 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 1, the Attorneys shall be paid as follows:
a. $17,500 for a principal amount of the Bonds of not to exceed $800,000; and
b. $20,000 for a principal amount of Bonds in excess of $800,000, but not more than
$1,400,000.
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, in
an amount of not to exceed $1,000.
Payment of such fees and expenses shall be entirely cantingent, 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 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; (Iii) 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.
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 Attorneys 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 Attorneys. Unless previously terminated) the relationship between the Attorneys 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 J to be determined as appropriate at that time.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective
officers as of the date. in the first paragraph above.
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CLIENT:.
TOWN OF TIBURON
By:
Title:
ATTORNEYS:
JONES HALL, Professional Law Corporation
By:
Title:
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