Jones Hall - Legal Services Agreement for CFD - Landscape Maintenance Services
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AGREEMENT FOR LEGAL SERVICES
BETWEEN THE CITY OF GILROY AND JONES HALL, A PROFESSIONAL LAW
CORPORATION, FOR LEGAL SERVICES IN CONNECTION WITH FORMATION OF A
COMMUNITY FACILITIES DISTRICT TO FINANCE LANDSCAPE MAINTENANCE
SERVICES
(' This AGREEMENT FOR LEGAL SERVICES is entered into this t ~~ day of
'}(b~ ;x)tl, between the CITY OF GILROY (the "Client") and JONES HAll, A
PROFE IONAl LAW CORPORATION, San FrancIsco, California ("Attorneys").
BACKGROUND:
1. The Client intends to conduct special tax proceedings (the "Proceedings") to form a
community facilities district (the "CFD") and to levy special taxes pursuant to the Mello-Roos
Community Facilities District Act of 1982 (Sections 53311 et seq. California Government Code)
(the "Act"); and
2. In order to form the CFD, the Client requires the services of legal counsel.
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 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 Enoaoement. Attorneys shall perform all of the following services:
a. Consultation and cooperation with Client, Client staff and representatives
of Client's consultants on all matters relating to the Proceedings.
b. Review and amendment of the City's statement of local goals and policies
as required by Section 53312.7 of the Act prior to initiating proceedings to
establish the CFD.
c. Preparation of all Proceedings; including preparation of the various
resolutions, ordinance(s), notices, ballots, instructions and documents
required to form the CFD. It is currently expected that Attorneys will be
required attend three meetings in the City.
Section 3. 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 any such representation
will adversely affect Attorneys' ability to represent you as provided in this Agreement, either
because such matters will be sufficiently different from the matters involved in 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 the issuance of the
matters involved in 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 4. Compensation. For the services of Attorneys set forth in Section 2, the Client
will pay Attorneys a fee equal to $12,500, which will accrue as set forth below and be payable
upon termination of the engagement:
· $2,000 will accrue upon distribution by Attorneys of an amendment to the City's Local
Goals and Policies and a draft of the Resolution of Intention to establish the CFD.
· $3,000 will accrue upon adoption by the City Council of the amendment to the Local
Goals and Policies and the Resolution of Intention and distribution by Attorneys of drafts
of the Resolution of Formation, the various election-related proceedings, the Notice of
Special Tax Lien, the CFD Report and the Ordinance levying special taxes in the CFD.
· $5,000 will accrue upon completion of the various election proceedings.
· $2,500 will accrue upon adoption by the City of the Ordinance and recordation of the
Notice of Special Tax Lien.
Section 5. Responsibilities of the Client. The Client will cooperate with Attorneys and
furnish Attorneys with certified copies of all proceedings taken by the Client, or otherwise
deemed necessary by Attorneys. During the course of this engagement, Attorneys will rely on
Client to provide Attorneys with complete and timely information on all developments pertaining
to the Proceedings.
Section 6. 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 7. 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 8. Termination of Aoreement.
(a) Termination by Client. This Agreement may be terminated at any time by the
Client with or without cause upon written notice to Attorneys.
(b) Termination by Attorneys. 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 Recordation of Notice of Special Tax Lien. This Agreement
shall terminate upon recordation of the Notice of Special Tax Lien.
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(d) Conseouences 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.
IN WITNESS WHEREOF, the Client and Attorneys have executed this Agreement as of
the date first above written.
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JONES HALL, A PROFESSIONAL LAW
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ACORV18 CERTIFICA TE OF LIABILITY INSURANCE r DATE (MMlDDIYYYY)
~ 9/16/2010
PRODUCER (415)978-3800 FAX: (415) 978-3825 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Calender-Robinson Company, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
FB0267063 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
300 Montgomery St. , Suite 888 I !
San Francisco CA 94104 i INSURERS AFFORDING COVERAGE INAIC#
INSURED INSURER A: Hartford Casualty Insurance 129424
JONES HALL, A PROFESSIONAL LAW CORPORATION INSURER B; Republic Indemni ty Co of
650 CALIFORNIA STREET, #1800 ! INSURER c:
INSURER D:
SAN ~CISCO CA 94108 INSURER E;
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 'M-fICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POliCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ~DD'L TYPE nF POLICY NUMBER &~}~CY EFFECTIVE ~~~f."..~~~ UMITS
D
j l GENERAL L1ABIUTY I I EACH OCCURRENCE $ 2 .OOO..QQQ
~"''''- """'""om ~~~: JU_KENTED nee' $ 300.000
A CL.AJMS MADE ~ OCCUR !s7SBANK7611 ['0/'/20'0 10/1/2011 MED EXP (Any ene person\ $ 10.000
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PERSONAL & AOV INJURY 1$ 2, OOO..Q.~
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i GENERAL AGGREGATE $ 4 OOO_..Q.QQ
I GEN'L AGGREGATE LIMIT I~S PER: . ! PRODUCTS - COM PlOP AGG $ 4.000 000
!Xl POLICY Ii P'bW,: I LOC I !
~ro;;'::;"'''~ l,......,,,, COMBINED SINGLE LIMIT 1$ 2,000,000
(Ea accident)
A ALL OWNED AUTOS 10/1/2010 10/1/2011 BOOlL Y INJURY
(Per person) $
SCHEDULED AUTOS
X HIRED AUTOS BODILY INJURY ['
I IX NON-oWNED AUTOS (Per acddenl)
f-= I PROPERTY DAMAGE
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(Per accident) 1$
~RAGE LIABILITY I I I AUTO ONLY - EA ACCIDENJ $ ...-
, H Am AUTO
I OTHER TflAN EA ACC $
I AUTO ONLY; AGG $
,
~ESS J UMBRELLA UABILlTY I EACH OCCURRENCE 1$ 1,000 000
X OCCUR 0 CLAIMS MADE AGGREGATE $ 1 000.000
I $
A ~ DEDUCTIBLE a!7SBANK7611 10/1/2010 10/1/2011 I $
X RETENTION $ 10,00 1$
B WORKERS COMPENSATION I I X I T~$T~JN~ I !Olbl-
AND EMPLOYERS' LlASILITY Y J N I E.L EACH ACCIDENT 1. 000 000
Am PROPRIETORlPARTNERiEXECUTIVE 0 ' $
OFFICERlMEMBER EXCLUDED? ~ 4/1/2010 4/1/2011 E.l. DISEASE - EA EMPLOYEd $
(Mandatory In NH) , 68749-05 1.000,000
If yes, describe under I E.L. DISEASE - POLICY LIMIT I $ 1 000 000
SPECIAL PROVISIONS below ,
OTHER I I I
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OESCRlPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS
NOTE: 10 day notice o~ cancellation for non-payment of premium
CERTIFICATE HOLDER
CANCELLATION
TO BE DETERMINED AT INSURED'S REQUEST
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THEEXPlRAll0N
DATe THeREOF. TIle ISSUING INSURER WILL ENDEAVOR TO MAlL ~ DAYS WRITTeN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO TIlE leFT. BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABIUTY OF ANY KINO UPON 1H!; INSURER, ITS AGENTS OR
REPRESENTATIVes.
AUTHORIZED REPREseNTATIVE
ACORD 25 (2009/01)
INS025 (200901).01
W0~
@ 1988- 009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
"-ACORD
PRODUCER
ISSUE DATE (MM/DDNV)
Februa. 28, 2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
Herbert L. JamIson & Co., L.L.C.
100 Executive Drive
West Orange, NJ 070S2
COMPANY
LElTER A Underwriters at Lloyd's of London
COMPANY
LElTER B
COMPANY
LElTER C
COMPANY
LElTER D
COMPANY
LETTER E
Phone No. 973.731-0806
Fax No. 973-731-3035
INSURED
Jones Hall, PC
650 California Street, 18111 Floor
San FrancIsco, CA 94108
!itI1VI~~
THIS IS TO CER NCE LISTED OW HAVE ISSUED E INSURED NAMED AS 00
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
ERTlFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO POLICY POLICY
L TR TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS
DATE MM/DD DATE MMIDD
GENERAL LIABILITY
o COMMERCIAL GENERAL LIABILITY
DO CLAIMS MADE DocCUR.
DOWNER'S & CONTRACTOR'S
PROTo
o
o
AUTOMOBILE LIABILITY
o ANY AUTO
o ALL OWNED AUTOS
o SCHEDULED AUTOS
o HIRED AUTOS
D NON-OWNED AUTOS
o GARAGE LIABILITy
EXCESS LIABILITY
o UMBRELLA FORM
o OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATION
AND
EMPLOYERS LIABILITY
GENERAL AGGREGATE $
PRODUCTS-COMP/OP AGG. $
PERSONAL & ADV. INJURY $
EACH OCCURRENCE $
FIRE DAMAGE (Anyone FII'e) $
MED. EXPENSE (Anyone person) $
COMBINED SINGLE
LIMIT $
BODILY INJURY
(Per Person)) $
BODILY INNRY
(Per Accldent) $
PROPERTY DAMAGE $
EACH OCCURRENCE $
AGGREGATE $
STATUTORY LIMITS $
EACH ACCIDENT
DISEASE-POLlCY LIMIT $
DISEASE-EACH EMPLOYEE $
$250,000 deductible wi
limits of Liability of
$7,500,000/$7,500,000
x
OTHER
Lawyers Professional liability
Insurance
2/25/12
Y0052420Y
2/25/11
DESCRIPTION OF OPERATIONSIlOCATIONSNEHICLESJSPECIAL ITEMS
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO
THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NQ
OBLIGATION OR LIAS OF ANY KIND UPON THE COMPANY, ITS AGENTS OR
REPRESENTATIVES
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COMMERCIAL GENERAL LIABILITY
CG20 33 07 04
POLICY NUMBER: 57SBANK7611 COMMERCIAL GENERAL LIABILITY
POllCY NUMBER: 57SBANK7611 COMMERCIAL AUTO LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS-
AUTOMATIC STATUS WHEN
REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU
ThIs endorsement modifies insurance provided under the following:
(a) COMMERCIAL GENERAL LIABILITY
(b) COMMMERCIAL AUTOMOBILE LIABILITY
SCHEDULE
Name of Addltlonallnsured Person(s) or OrganizatIon:
City of Gilroy
Locatlon(S) of Covered OperatIons:
Deer Park (FD
COMMERCIAL GENERAlllABllITV COVERAGE PART
A. SECTION 11- Who Is An Insured is amended to Include as
an additional insured any person or organization for whom
you are performing operations when you and such person or
organization have agreed in writing in a contract or agreement
that such person or orllanlzatlon be added as an additional
insured on your policy. Such person or organlzatlon Is an
additional Insured only with respect to Iiablflty for "bodily injury".
"property damage" or "personal and advertisinlllnjury. caused
in whole or in part by:
1. Your acts or omissionsj or
2, The acts or omissions ofthose acting on your behalf;
In the performance of your ongoing operations for the additional Insured,
A person's or organization's status as an additional insured under this
endorsement ends when your operations for that additional insured
are completed.
A. With respect to the Insurance afforded to these additional insureds, the
Following additional exclusions appIV:'
1. "Bodily Injury," "property damage" or "personal and advertlslnllinJury"
arising out of the rendering of, or the failure to render, any professional
architectual, engineering or surveying servlces, Including:
a. The preparing, approving, or failing to prepare or approve, maps,
shop drawings, opinions, reports, surveys, field orders, change
orders or drawings and specifications; or
b. Supervisory, Inspection, architectural or engineering activities,
2. "Bodily injury" or "property damage" occurring after:
a. All work, Including materials, parts or equipment furnished In
connection with such work, on the project (other than service
, maintenance or repairs) to be performed by or on behalf of the
Additional Insured(s) at the location of the covered operations has
Been completed; or
b, That portion of "your work" out of which the injury or damage
arises has been put to its intended use by any person or organlzatlon
other than another contractor or subcontractor engaged In performing
operations for a principal as a part of the same project.
CG 20 33 07 04
ISO Properties, Inc., 2004
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