1987-017-Authorizing Execution Of Agreement For Legal ServicesRESOLUTION NO. 1987 -17
A RESOLUTION AUTHORIZING EXECUTION
OF AGREEMENT FOR LEGAL SERVICES
TOWN OF LOS GATOS
Downtown Parking Assessment District
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara,
California, that that certain Agreement for Legal Services between the Town of Los Gatos
and Jones Hall Hill & White, A Professional Law Corporation, this date presented to this
Council, is hereby approved, and the Mayor of the Town of Los Gatos is hereby authorized
to execute said Agreement on behalf of the Town of Los Gatos and the Town Clerk of the
Town of Los Gatos is hereby directed to attest the signature of the Mayor and affix thereto
the official seal of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos held an 17 day of February , 19 87, by the following vote:
AYES: COUNCIL MEMBERS Eric D. Carlson, and Mayor Brent N.
Ventura
NOES: COUNCIL MEMBERS None
ABSTAIN: COUNCIL MEMBERS Thomas J. Ferrito and Robert L. Hamilton
ABSENT: COUNCIL MEMBERS Joanne Benjamin
SIGNED: % ¢�
MAYOR OF THE TOWN OF LOS GATOS
ATTEST:
DEPUTY CLERK OF THE
LOS GATOS
2263"1 JHHW:SRC:ce 12/22/86 S3893
22030 -01 JHHW: SRC :ce 1222186 S3892
TONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
CHARLES F. ADAMS
FOUR EMBARCADERO CENTER
STEPHEN R. CASALEOOIO
SUITE 1950
EDSELL M. EADY, JR.
SAN FRANCISCO 94111
ANDREW C. HALL, JR.
EENNETH I. JONES
(415) 391-5780
PHILIP NELSON LEE
WILLIAM H. MADISON
AUTOMATIC TELECOPIER
BRIAN A QUINT
(415) 391 -5784
TOWN OF LOS GATOS
PAUL J. THIMMIO
Downtown Parkin Assessment District ROBERT J. HILL
SHARON STANTON WHITE
9 OE COUNSEL
Special Assessment Proceedings
AGREEMENT FOR LEGAL SERVICES
This Agreement is between Town of Los Gatos (the "Town "), County of Santa
Clara, California, and Jones Hall Hill & White, A Professional Law Corporation, San
Francisco, California (the "Attorneys "), and is for special bond counsel services under
which Attorneys agree to:
1. Consult with Town administrative officers and assist in the formulation of a
coordinated financial, engineering and legal program for the project.
2. Confer with Town engineers as to the sufficiency of the Engineer's Report to be
prepared ,in. said special assessment and assessment bond proceedings to meet the
requirements of law and review said report for compliance with law, and provide such
legal forms as may be required for legal adequacy.
3. Prepare all resolutions, orders, ordinances, notices, affidavits, petitions, reports
and documents of a legal nature that are necessary for the conduct of an effective, legal
assessment and assessment bond proceeding.
4. Prepare the necessary legal documents for and assist in obtaining the required
consent or approval of any other public legislative bodies.
5. Prepare the form of statutory notices of hearing and prepare instructions as to
the publication, posting and mailing of such notices to assure that jurisdiction is acquired
at any public hearing.
6. Prepare instructions relating to the proper filing of the map showing district
boundaries, the proper recordation of the assessment roll and diagram and the notice of
assessment, the proper filing of the diagram in the County Recorder's office, and the
proper publication and mailing of notices to pay assessments.
7. Prepare or supervise preparation and distribution of factual information
regarding the project to the property owners affected thereby, to the end that all concerned
are fully and fairly informed of the facts regarding the project, when deemed necessary or
desirable.
8. Prepare for and attend all meetings of the Town or other public bodies relating
to the proceedings and other public or staff meetings deemed necessary for the proper
conduct of the proceedings, or when called upon by you, including any public hearing in
connection with the formation of the assessment district, and obtain and assist in the
presentation of substantial evidence to support any findings made by the Council at the
conclusion of any such hearing.
9. Prepare all resolutions, notices, bonds and contracts and prepare instructions
relating to the giving of notice inviting bids and of the award of contracts and the execution
of all contracts and bonds for the construction of any works or improvements financed in
said proceedings, and confer and advise with you and represent you during the
performance of said work to its final completion and acceptance by you.
10. Prepare the List of Unpaid Assessments upon expiration of the cash payment
period and provide instructions as to the execution and filing thereof.
11. Without undertaking an independent investigation, review any official statement
or private placement memorandum prepared in connection with the financing
proceedings.
12. Prepare and provide a receipt for the sale of bonds; a receipt for the proceeds
of bonds; a signature certificate; and an arbitrage certificate and bond counsel arbitrage
opinion, if required, to accompany the delivery of the bonds.
13. Prepare and provide complete transcripts of the conduct of the financing
proceedings if necessary to accompany the delivery of the bonds.
14. Upon due and proper completion of the assessment proceedings, provide the
legal opinion of our office approving in all regards the legality of the proceedings for the
authorization, issuance, sale and delivery of bonds, execution of contracts, levy of
assessments, or other transactions relating to said financing conducted pursuant to our
advice, and the opinion of our office that the interest on said bonds is exempt from taxation
by the United States of America and from personal income taxes imposed by the State of
California under existing statutes, regulations, rulings and judicial decisions and that said
bonds are exempt from all other State of California taxes except inheritance, gift and
franchise taxes.
15. Confer and consult with Town officials with regard to problems which may
arise during the period of servicing and payment of the bonds.
16. Town agrees that:
(a) Attorneys' compensation for such services shall be 2 -z% of the total
assessment to be levied in said proceedings (provided only that the minimum fee
for any single proceeding shall be $15,000).
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(b) Attorneys' compensation is payable and shall be paid solely from the
proceeds of the assessments to be levied and bonds to be issued pursuant to said
proceedings and not otherwise.
(c) There are excepted from the services to be rendered by Attorneys for
such fees, any services as right -of -way agent relating to the acquisition of lands,
easements, or properties. There is also excluded any service to be rendered in
eminent domain proceedings directed by you to be undertaken by us, or in any
other litigation involving the Town with respect to the assessment proceedings,
including the prosecution of any validating suit deemed by us to be proper or
advisable. Additionally, if we are requested to render substantial assistance
relating to the application for federal or state grants or loans in connection with the
project, or for the sale of any bonds to the State of California or the Federal
Government, or to any agency, division, department or mandatory thereof, we shall
receive the reasonable value of such services.
(d) For any excluded services which Attorneys are directed to render,
compensation shall be made on a reasonable fee basis to be agreed upon.
(e) There are also excluded any clerical services and postage expended in
mailing official notices of sale and official statements, notices of hearing or notices
to pay or in the preparation of any auditor's record in any assessment proceedings
when assumed and performed by us, for which services we are to be paid a
reasonable clerical fee and be reimbursed for outlays of postage and other out -of-
pocket expenses.
It is understood that neither Attorneys nor any individual representing Attorneys
possesses any authority with respect to any decision of the Town Council or any Town
officials beyond the rendition of information, advice, recommendation, or counsel.
This agreement may be terminated or modified by mutual consent at any time.
Dated ✓`� �`'� u,� , 19 JONES HALL HILL &WHITE,
A Professional Law Corporation
By�"
The foregoing agreement was accepted by motion of the Town Council of the Town
of Los Gatos, duly adopted at a meeting thereof held on the 17thday of February
1987.
ATTEST:
Mayor of the Town of Los Gatos
�J z r �
Deputy Clerk of the Tw Ls Gatos
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