Agmt07 Jones Hall - Counsel for RWC Public Financing Authority Water Revenue Bonds Series 2007A

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ORIGINAL AGREEMENT FOR LEGAL SERVICES (Disclosure Counsel) JONES HALL, A PROFESSIONAL LAW CORPORATION THIS AGREEMENT is made and entered into as of the ~~day of /77•~.eef,/ , 2007, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Consultant") (collectively, the "Parties"). RECITALS A. City requires the professional services of disclosure counsel that is experienced in providing advice to public agencies with respect to the structuring and sale of municipal bonds in order to finance improvements to the City's water enterprise system and to fund various related public improvements within the City. B. Consultant has the necessary experience in providing professional services and advice related to advising public agencies with respect to the structuring and sale of municipal bonds. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 4. Schedule. Consultant will adhere to the schedule established by the City for performance of the work contemplated by this Agreement; provided, Consultant will not be deemed responsible for delays caused by any person or entity other than Consultant or subcontractors to Consultant. Consultant acknowledges the importance to City of City's project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule. City understands, however, that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be thirty thousand dollars ($30,000), including expenses. Payment shall be entirely contingent and shall be due and payable upon the delivery of bonds or other securities ("Bonds") sold by City and shall be payable solely from the proceeds of the Bonds and from no other funds of City. 7. Status of Consultant. Consultant will perform the Services in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be under control of City only as to the result to be accomplished, but will consult with