Jones Hall - Community Facilities District 2012-1 - Landscape Maintenance ServicesAGREEMENT 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 (INCLUDING A FUTURE ANNEXATION AREA) TO
FINANCE LANDSCAPE MAINTENANCE SERVICES
m This AGREEMENT FOR LEGAL SERVICES is entered into this day of
(eyN 2011, between the CITY OF GILROY (the "Client ") and JONES HALL, A
PROFESSIONAL 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. Client intends for the CFD to include a future annexation area (as contemplated by
Section 53339.3 of the Act) that will have the same boundaries as Client; and
3. 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 Clients execution of this Agreement will constitute an acknowledgment of those
limitations.
Section 2. Scope of Engagement. 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. Preparation of all Proceedings; including preparation of the various
resolutions, ordinance(s), notices, ballots, instructions and documents
required to form the CFD and to establish a procedure for future
annexation of property into 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 Clients
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 $15,000, which will accrue as set forth below and be payable
upon termination of the engagement:
• $3,000 will accrue upon distribution by Attorneys of a draft of the Resolution of Intention
to establish the CFD and the form of a Unanimous Approval (including a proposed
amendment to the Rate and Method of Apportionment of Special Tax) for use by
property owners wishing to annex their property into the CFD.
• $4,000 will accrue upon adoption by the City Council of 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 (including a proposed amendment to
the Notice of Special Tax Lien for use in connection with annexation of property into the
CFD), the CFD Report and the Or levying special taxes in the CFD.
• $5,000 will accrue upon completion of the various election proceedings.
• $3,000 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. Assignment. 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 Agreement.
(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.
-2-
(c) Termination Upon Recordation of Notice of Special Tax Lien. This Agreement
shall terminate upon recordation of the Notice of Special Tax Lien.
(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.
IN WITNESS WHEREOF, the Client and Attorneys have executed this Agreement as of
the date first above written.
Approved as to Form
City Attorney
CIT OF GILROY
I -k +A uthorized Representative
JONES HALL, A PROFESSIONAL LAW
CORPORATION
-3-
Christobh�r K. Lynch
,aco CERTIFICATE OF LIABILITY INSURANCE 12i�i20i
PRODUCER (415) 978 -3800 FAX: (415) 978 -3825 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Calendar- 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
San Francisco CA 94104 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER Hartford Casualty Ins. Co. ( 29424
JONES HALL, A PROFESSIONAL LAW CORPORATION INSURERB:Republic Indemnity Company of l -erica 22179
r
650 CALIFORNIA STREET, #1800 } INSURER C:
INSURER D:
SAN FRANCISCO CA 94108
GVVCnAUCz)
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 WHICH 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.
LI ___ - -�—
TYPE OF INSURANCE LTR POLICY NUMBER
POLICY EFFECTIVE
POLICY EXPIRATION
LItdR3
City of Gilroy
NoD �C4tdE�( t�Q�UXat�CdIK�DQtk (�bx#X06kSAHlGdK�(si
GENERAL LIABILITY
EACH OCCURRENCE S 2 O00 000
AUTHORIZED REPRESENTATIVE
Gilroy, CA 95020
X COtdMERCIAL GENERAL LIABILITY
PREMISES l =- #;a-e) 5 300, 000
rA
CLAIMS MADE C OCCUR 57SBANK7611 10/1/2011
10/1/2012
MEDEXP(Anyoneperson) S 10,000
I
PERSONAL 6 ADV INJURY $ 2,000,000
GENERAL AGGREGATE S 4, 000, 000
_._. _
C 4
PRODUCTS- COMPA?PAGG I S_ 4, GOO, OOO
GEN'L AGGREGATE LIMIT APPLIES PER: I
PRO-
POLICY POLICY LOC
AUTOMOBILE
LIABILITY I j
ANY AUTO
COMBINED SINGLE LIMIT E S 2,000,000
(Ea accident) 1
A
ALL OWNED AUTOS 57SHK?611 10/1/2011 10/1/2012
AN
j I
I
BODILY INJURY S
(Par
SCHEDULED AUTOS
person) I
1 X
HIRED AUTOS
BODILY a'RY � S
X
NON-OWNED AUTOS
-
, —
f
DAMAGE
F�
PROPERTY S
I
(Per accident)
AUTO ONLY - EA ACCIDENT IS _
......._..
i GARAGE LIABILITY
EA ACC ; S
OTHER THAN
AUTO ONLY: AGG { S
ANY AUTO
EXCESS /UMSRELLALIABILITy
EACH OCCURRENCE S_ 1,000,000_
X !OCCUR EI CLAIMSMADE
AGGREGATE S 1, 0001000
S
A
DEDUCTIBLE 57SBANK7611 10/1/2011 10/1/2012
hx
S
S
X-1.4 TORY STATU- ' OTH-
LIMITS m.
B
-
RETENTION $ 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
Y/N 1
E.L. EACH ACCIDENT . S 000, 000
ANY PROPRIETORIPARTNER/EXECUTIVE
OFFICEWMEMBER EXCLUDED?
4/1/2011 14/1/2012
,1,
E.LDISEASE_EAEMPLOYE $ 1,000,000
(Mandatory in NH) 168749 -06
It yyes descrbe under
EL. DISEASE - POLICY LIMIT ? S 1,000,000
SPEGrIAI PROVISIONS below
OTHEREMPLOYEE BENEFITS 57SHANK7611 10/1/2011 10/1/2012
EACH CLA1N $2,000,000
A
BUSINESS PERSONAL
AGGREGATE $4,000,000
PROPERTY
$2,639,400
DESCRIPTION OF OPERATIONS/ LOCATIONS! VEHICLES /EXCLUSIONS AWED BY ENDORSEMENT/ SPECIAL PROVISIONS
City of Gilroy, its officers, officials and emplyees are named as additional insureds on the general liability policy
but only with respect to liability arising out of the named insured's operations or premises owned by or rented to the
named insured with respect to formation of a landscape maintenance community facilities district.
NOTE: 10 day notice of cancellation applies for non - payment of premium
arts I IrIkA 1 C nvwrn
- -
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL XX0"X0WAIL 3 0 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,(XQ�J(Q($(1;7(
City of Gilroy
NoD �C4tdE�( t�Q�UXat�CdIK�DQtk (�bx#X06kSAHlGdK�(si
Attn: Teresa Mack
7351 Rosanna Street
AUTHORIZED REPRESENTATIVE
Gilroy, CA 95020
,.AnnA�AT,AwI wrr .L.l.fn . ,n,l
ACORD 25 (2009/01) ! .�.a�..�..........- -•••- •- _•-- ••- ••_�•- __.___.____
INS025 (2oo9oi).ot . The ACORD name and logo are registers marks of ACORD
APOLICY NUMBER: 578BA NK7611 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES TIIE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - - -- DESIGNATED PERSON OR
ORGANIZA'T'ION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
City of Gilroy, its officers, officials and employees
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization
shown in the Schedule as an insured but only with respect to liability out of your operations or premises
owned by or rented to you.
Copyright, Insurance Services Office, Inc. 1984
CERTIFICATE OF LIABILITY INSURANCE 3i2Mi20" 3'
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
San Francisco CA 94104 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURERA: Sentinel Insurance Co., LTD 11000
JONES RALL, A PROFESSIONAL LAW CORPORATION INSURER R: Republic Indemnity Cc of
650 CALIFORNIA STREET, #1800 INSURER C:
SAN
CA 94108
E
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 WHICH 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 OFSUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
T
ADD'
TYP E
POLICY NUMBER
POLICY EFFECTIVE
GATE M O Y
POLICY EXPIRATION
DATE MMI00
LIMITS
Rosanna Street°
GENERAL LIABILITY
Gilroy, CA 95020
EACH OCCURRENCE
$ 2,000,000
DAMAGE TO
Ea occurrOenc,
$ 1,000,000
X COMMERCIAL GENERAL LIABILITY
-PREMISES
MED EXP(my one person)
$ 10,000
A
CLAIMS MADE 1XI OCCUR
57SBANK7611
10/1/2012
10/1/2013
PERSONAL &ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GEN'LAGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP /OP AGG
$ 4,000,000
ECT X POLICY J D_ LOC
AUTOMOBILE
LIABILITY
ANY AUTO
COMBINED SINGLE LIMIT
(Ea accident)
$ 2.000,000
BODILY INJURY
(Per person)
$
A
ALL OWNED AUTOS
SCHEDULED AUTOS
57SBANK7611
10/1/2012
10/1/2013
X
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
AUTO ONLY -EA ACCIDENT
I $
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGG
EXCESS / UMBRELLA LIABILITY
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$ 1,000,000
X OCCUR El CLAIMS MADE
-
$
A
DEDUCTIBLE
57SBANE7611
10/1/2012
10/1/2013
$
X RETENTION $ 10,000
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERLEXECUTIVE
X WCSTATT- OEH-
E.L. EACH ACCIDENT
$ 1,000,000
OFFICERIMEBER EXCLUDED?
(Mandatory in NH)
168749 -08
4/1/2013
4/1/2014
E.L. DISEASE - EA EMPLOYE
$ 1,000,000
E. L. DISEASE - POLICY LIMIT
$ 1,000,000
If yes, describe under
SPECIALPROVI$ION$below
-
A
OTHERENPLOYEE BENEFITS
57SBANK7611
10/1/2012
10/1/2013
EACH CLAIM $2,000,000
BUSINESS PERSONAL
AGGREGATE $4,000,000
PROPERTY
2,758,200
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS
City of Gilroy, its officers, officials and emplyees are named as additional insureds on the general liability policy
but only with respect to liability arising out of the named insureds operations or premises owned by or rented to the
named insured with respect to formation of a landscape maintenance community facilities district.
NOTE: 10 day notice of cancellation applies for non - payment of premium
rc OTlnrAra Mini 11F0 ('ANCPI I ATInN
ACORD 25 (2009 /01) `C) 1988-2009 ACURLWUKPUKAI ION. An rights reserved.
INS025 (20090i).0i The ACORD name and logo are registered minks of ACORD
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL XjWbWQ)=MAIL 30 DAYS WRITTEN
City
Attn:
of Gilroy
Teresa Mack
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
7351
Rosanna Street°
AUTHDRBD RE�PR�E�SE�NT�ATIVE
y v�v4
Gilroy, CA 95020
ACORD 25 (2009 /01) `C) 1988-2009 ACURLWUKPUKAI ION. An rights reserved.
INS025 (20090i).0i The ACORD name and logo are registered minks of ACORD
``` °RO® CERTIFICATE OF LIABILITY INSURANCE 3/27/20 3"
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
PB0267063 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
300 Montgomery St., Suite 888
San Francisco CA 94104 INSURERS AFFORDING COVERAGE NAIC #
INSURED MSURERA: Sentinel Insurance Co., LTD 11000
JONES HALL, A PROFESSIONAL LAW CORPORATION INSURER R Republic Indemnity Co of
650 CALIFORNIA STREET, #1800 INSURER C:
SAN FRANCISCO CA 94108 INSURER E:
rrn¢0ar_cc
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 WHICH 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
LTR
ADD'
RD
P E
-
POLICY NUMBER
POLICY EFFECTIVE
DATE MM DD
POLICY EXPIRATION
DATE MM OD
UNITS
Attn:
GENERAL LIABILITY
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
7351
Rosanna Street
EACH OCCURRENCE
$ 2,000,000
PREMISES TO HEWED occurrence)
$ 1,000,000
X COMMERCIAL GENERAL LIABILITY
MED EXP(Any one person)
$ 10,000
A
CLAIMS MADE [XIOCCUR
57SEANK7611
10/1/2012
10/1/2013
PERSONAL &ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GEN'LAGGREGATE LIMIT APPLIES PER:'
PRODUCTS - COMP /OP AGG
$ 4,000,000
X POLICY PRO n LOC
JECT
AUTOMOBILE
LIABILITY
ANY AUTO
COMBINED SINGLE LIMIT
(Ea accident)
$ 2,000,000
BODILY INJURY
(Per person)
$
A
ALL OWNED AUTOS
SCHEDULEDAUTOS
57SBANR7611
10/1/2012
10/1/2013
X
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
AUTO ONLY: AGG
$
ANYAUTO
I $
EXCESS / UMBRELLA LIABILITY
EACH OCCURRENCE
I$ 1,000,000
AGGREGATE
$ 1,000,000
X OCCUR F7 CLAIMS MADE
$
A
DEDUCTIBLE
57SBANE7611
10/1/2012
10/1/2013
$
X RETENTION It 10,000
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERIEXECUTIVE ❑
OFRCERIMEMBER EXCLUDED?
(Mandatory in NH)
-
168749 -08
4/1/2013
4/1/2014
XL9RYLAMITS OEH
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE EA EMPLOYE
$ 11000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
Des, describe under
ECIALPROVISIONS below
A
OTHEREMPLOYEE BENEFITS
57SBANK7611
10/1/2012
10/1/2013
EACH CLAIM $2,000,000
BUSINESS PERSONAL
AGGREGATE $4,000,000
PROPERTY
2,758,200
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Re: Covered Loc. Deer Park CFD
City of Gilroy is named as additional insured as per the attached endorsement - NOTE: 10 day notice of cancellation
for non- payment of premium
rCIDTICII ATC unl 1100 CANCFI I ATIn IU
ACORD 25 (2009101) 1 88-2009 ACORELZORPORATION. All rights reserved.
INS025 (200901).01 The ACORD name and logo are registered mar s of ACORD
sandra.meditch@ci.gilroy.c
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
City
of Gilroy
Attn:
Sandra A. Meditch, P.E.
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
7351
Rosanna Street
REPRESENTATIVES.
AUTHO D EPRESENTATIVE
Gilroy, CA 95020
ACORD 25 (2009101) 1 88-2009 ACORELZORPORATION. All rights reserved.
INS025 (200901).01 The ACORD name and logo are registered mar s of ACORD