Jones Hall - Agreement for 2013 Refunding Lease Revenue BondsAGREEMENT
BETWEEN THE GILROY PUBLIC FACILITIES FINANCING
AUTHORITY AND JONES HALL, A PROFESSIONAL LAW
CORPORATION, FOR BOND COUNSEL AND DISCLOSURE
COUNSEL SERVICES IN CONNECTION WITH 2013
REFUNDING LEASE REVENUE BONDS
This AGREEMENT is entered into as of July 1, 2013, between the GILROY
PUBLIC FACILITIES FINANCING AUTHORITY (the "Authority ") and JONES HALL, A
PROFESSIONAL LAW CORPORATION, San Francisco, California ( "Attorneys ").
BACKGROUND:
1. The Authority and the City of Gilroy (the "City ") have previously authorized
the issuance of Gilroy Public Facilities Financing Authority Refunding Bond Anticipation
Notes, Series 2010, in the aggregate principal amount of $22,840,000 (the "2010
Notes "), in order to refinance obligations originally issued for the construction of a police
station, a fire station, a corporation yard and a playfield sports complex.
2. The Authority is proceeding to issue its Gilroy Public Facilities Financing
Authority Refunding Lease Revenue Bonds, Series 2013 (the "Refunding Bonds ") for the
purpose of providing funds to refinance the 2010 Notes.
3. The Authority requires the assistance of bond counsel and disclosure
counsel in connection with the issuance of the Refunding Bonds, and Attorneys have
agreed to provide such services.
AGREEMENT:
In consideration of the foregoing and the mutual covenants contained in this
Agreement, the Authority and Attorneys agree as follows:
Section 1. Identification of Client. Attorneys shall represent the Authority and
the City in connection with the proceedings for the authorization, issuance and sale of
the Refunding Bonds. Attorneys shall not represent, and shall owe no duties to, any
other party than the Authority and the City, including but not limited to the financial
advisor, trustee and underwriter of the Refunding Bonds.
Section 2. Duties of Attorneys as Bond Counsel. Attorneys shall perform all
of the following services as bond counsel to the Authority and the City in connection with
the issuance and sale of the Refunding Bonds:
Consultation and cooperation with the Authority and City members,
staff and counsel, with any financial consultant, underwriter and other
professional firms engaged by the Authority or the City with respect to
the issuance of the Refunding Bonds, and assisting such persons in
the formulation of a coordinated financial and legal financing from the
proceeds of the Refunding Bonds.
Preparation of all legal proceedings deemed necessary or advisable
by Attorneys for the authorization, issuance and delivery of the
Refunding Bonds; including preparation of (i) any documentation
required for the issuance of the Refunding Bonds by the Authority and
the refunding of the 2010 Notes, including a Trust Agreement
authorizing the issuance of the Refunding Bonds, resolutions
authorizing the issuance and sale of the Refunding Bonds and
approving related documents, all documentation required to be
executed by the Authority in connection with the delivery of the
Refunding Bonds to the underwriter, and any agreements providing
collateral security for the Refunding Bonds except as may be within
the scope of responsibility of other attorneys on the transaction, (ii) all
necessary filings with the California Debt and Investment Advisory
Commission, (iii) all certificates, requisitions, receipts and other
documents required in connection with the delivery of the Refunding
Bonds to the original purchaser thereof, and (iv) all other proceedings
of the Authority and the City incidental to or in connection with the
issuance, sale and delivery of the Refunding Bonds.
Upon the completion of proceedings to the satisfaction of Attorneys,
providing a legal opinion (i) unqualifiedly approving in all respects the
legality of all proceedings of the Authority for the authorization,
issuance and delivery of the Refunding Bonds and approving the
legality of the related leases and other agreements to which the
Authority or the City is a party, and (ii) stating that interest on the
Refunding Bonds is exempt from federal and State of California
personal income taxation. This opinion will be addressed to the
Authority, the underwriter and other parties may be permitted to rely
upon this opinion by Attorneys.
• Attending all meetings deemed necessary by Attorneys in the
performance of the services hereunder, or requested by Authority or
City staff.
• Any and all legal consultation requested by the Authority or the City
concerning the issuance of the Refunding Bonds, the lease
agreement, and any resolutions, certificates, agreements and other
documents relating to the authorization, issuance and delivery of the
Refunding Bonds.
• Such other and further services as are customarily performed by bond
counsel on similar tax - exempt financings.
Section 3. Duties of Attorneys as Disclosure Counsel. Attorneys shall
perform all of the following services as disclosure counsel to the Authority and the City in
connection with the issuance and sale of the Refunding Bonds:
• Participating in the preparation of the Official Statement by consulting
with representatives of the Authority, the City, the underwriter, the
financial advisor and others, gathering information for disclosure in the
Official Statement, and assisting in drafting the Official Statement.
-2-
Drafting a continuing disclosure certificate of the Authority and the
City and a purchase contract among the Authority, the City and the
underwriter for the sale of the Refunding Bonds.
Rendering an opinion to the Authority, the City and the underwriter
stating that based upon Attorneys' participation in the preparation of
the Official Statement, nothing has come to their attention to lead
them to believe that the Official Statement (except for any financial
statements and the financial and statistical data or forecasts,
numbers, charts, estimates, projections, assumptions or expressions
of opinion included therein, and The Depository Trust Company and
its book -entry system and information in the Appendices, as to which
no view need be expressed) as of the date of the Official Statement or
the date thereof contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
Section 4. Compensation. For the Bond Counsel services of Attorneys listed
in Section 2 in connection with the Refunding Bonds, the Authority will pay Attorneys a
fee equal to the sum of the following (expressed as a percentage of the principal amount
of the Refunding Bonds and any original issue premium on the sale thereof):
1 % of the first $1 aggregate million principal amount, plus
1/4% of the next $5 million aggregate principal amount, plus
1/8% of the remaining principal amount.
For the Disclosure Counsel services of Attorneys listed in Section 3 in connection
with the Refunding Bonds, the Authority will pay Attorneys a flat fee equal to $35,000.
In addition, the Authority shall reimburse Attorneys for all out -of pocket costs and
expenses incurred by Attorneys in connection with their services hereunder for
messenger and delivery services, photocopying, legal publication, travel and the cost of
preparing transcripts of the proceedings for closing purposes.
Payment of said compensation is entirely contingent upon the successful
issuance of the Refunding Bonds, and shall be payable solely from the proceeds of the
Refunding Bonds, and from no other funds of the Authority or the City.
Section 5. Responsibilities of Authority. The Authority shall cooperate with
Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the
Authority and deemed necessary by Attorneys to render an opinion on the validity of the
Refunding Bonds. Attorneys shall not be liable to pay any costs and expenses incurred
incidental to the actual issuance and delivery of the Refunding Bonds, including the cost
and expense of preparing certified copies of proceedings required by Attorneys in
connection with the issuance of the Refunding Bonds, the cost of rating agencies, all
printing and publication costs, fees and expenses of parties other than Attorneys, costs
and expenses of legal advertising and all other expenses incurred in connection with the
issuance of the Refunding Bonds, which shall be paid by the Authority from the proceeds
of the Refunding Bonds.
-3-
Section 6. Independent Contractor. Attorneys will act as an independent
contractor in performing the services required under this Agreement, and under no
circumstances will Attorneys be considered an agent, partner, or employee of the
Authority or the City.
Section 7. Liability Insurance. Attorneys shall maintain at their own expense
at all times during the term of this Agreement policies of insurance, acceptable to the
Authority and the City, covering its workers' compensation injuries, public liability and
professional liability.
Section 8. Termination of Agreement. This Agreement may be terminated at
any time by the Authority with or without cause upon written notice to Attorneys. In the
event of such termination, all finished and unfinished documents shall at the option of
the Authority become its property and shall be delivered to the Authority by Attorneys.
IN WITNESS WHEREOF, the Authority and Attorneys have executed this
Agreement as of the date first above written.
GILROY PUBLIC FACILITIES FINANCING
THORITY
Approved as to Form: Executive Director
Gilroy City Attomoy's Office
By:
Attorney,
JONES HALL, A PROFESSIONAL LAW
CORPORATION
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Presidefit
L _ p® CERTIFICATE OF LIABILITY INSURANCE 6/25/2013 DATE )
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
PB0267063 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
300 Montgomery St., Suite 888
San Francisco CA 94104 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER X- Sentinel Insurance Co., LTD 11000
JONES HALL, A PROFESSIONAL LAW CORPORATION INSURER B: Republic Indemnity Co of America
650 CALIFORNIA STREET, #1800 INSURER 0.
INSURER D:
SAN F CISCO CA 94108 INSURER E:
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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.
I R
I TR
DD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
n, TYPE OF INSURANCE
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
S 2,000,000
DAMAGE TO RENTED
PREMISES Me occurrewel
$ 11000,000
X COMMERCIAL GENERAL LIABILITY
MEDEXP (Any one person)
$ 1(),000
A j
CLAIMS MADE XX OCCUR157SBANK7611 110/1/2012 10/1/2013
PERSONAL& ADV INJURY
$ 2,0 00 000
GENERAL AGGREGATE
S 4,000 000
PRODUCTS - COMPIOPAGG
$ 4,000,000
GENL AGGREGATE LIMIT APPLIES PER: i
X POLICY P O LOO
AUTOMOBILE
LIABILITY i
ANY AUTO I
COMBINED SINGLE LIMIT
(Eaacc Weng
$ 2, 000, 000
BODILY INJURY i$
leer person}
A
ALLOWNEDAUTOS 57915MK7611 10/1/2012 1 10/1/2013
SCHEDULED AUTOS i
HIRED AUTOS 1
NON -OWNED AUTOS i i
BODILY INJURY
I (Perms [dent)
$
X
PROPERTY DAMAGE
(Pet sodden!)
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GARAGELIABILITY
AUTO ONLY -EA ACCIDENT
$
i OTHER THAN EA ACC
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$
ANY AUTO
$
EXCESS/ UMBRELLA LIABILITY
OCCUR CLAIMS MADE
i EACH OCCURRENCE
j$ 1,000,000..
AGGREGATE
S 1,000,000
�$
A
!
DEDUCTIBLE 7SBANK7611 10/1/2012 10/1/2013
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$
$
RETENTION $ 30,000
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNEPJEXECUTIVE�'I I
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) 168749 -08 ; 4/1/2013 1 4/1/2014
X WC STATU- OTH-
CRY
E.L. EACH ACCIDENT
$ 1,000,000
E,L.DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICYLIAIIT
5 1 000 000
II es, describe under
SPECIAL PROVISIONS below
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OTHEREMPLOYEE BENEFITS 157SBANK763.1 10/1/2012 1 10/1/2013
1EACH CLAIM $2,000,000
BUSINESS PERSONAL I
I AGGREGATE $4,000,000
PROPERTY
T.TMTT $2,758,200
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS
City of Gilroy, its officers, officials and employees are named as additional insureds on the general liability policy
but only with respect to liability arising out of the named insured's operations or premises owned by or rented to the
named insured with respect to formation of a landscape maintenance community facilities district.
Note: 10 day notice of cancellation applies for non - payment of premium
CE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL K*$"XO(MAIL 3 0 DAYS WRITTEN
City of Gilroy NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,KKy,%)QXX0WXX%)W
Attn: Teresa Mackx�
7351 Rosanna Street
Gilroy, CA 95020 AUTHORIZEDREPRESENTATI
back its.
ACORD 25 (2009/01) t 01988 -2009 ACORD CORPORATION, All rights
INS025 (googol).ol The ACORD name and logo are egiatered marks of ACORD
_._ ... _., .... ___ ... . .... ___
ACORD CERTIFICATE OF INSURANCE July Z9, 2013
-_.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
PRODUCER RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Herbert L. Jamison & Co., L.L.C. COMPANIES AFFORDING COVERAGE
100 Executive Drive
West Orange, NJ 07052 COMPANY
LETTER A Underwriters at Lloyd's of London
Phone No. 973- 731 -0806 COMPANY �
Fax No. 973 - 731 -3035 LETTER B
COMPANY
INSURED LETTER C
Jones Hall, PC c0M PAN Y
650 California Street, 181p Floor LETTER D
San Francisco, CA 94108 C ._. __..__
OMPANY
LETTER E
COVERAGES
THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
"". POLICY ...POLICY
LTH TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS
:..... _.. ,,,....,_,T ..._ .._..____........_ ...,....__.... __
GENERAL LIABILITY
PRODUCTS- COMPIOP AGG.
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F...._ COMMERCIAL GENERAL LIABILITY
PERSONAL & ADV. INJURY
CLAIMS MADE ❑OCCUR.
EACH OCCURRENCE
3
❑ OWNER'S & CONTRACTOR'S
FIRE DAMAGE (Any one Fire)
MED. EXPENSE (Any one person)
$
PROT
AUTOMOBILE LIABILITY
COMBINED SINGLE
❑LIMIT
ANY AUTO
❑ ALL OWNED AUTOS
BODILY INJURY
❑ SCHEDULED AUTOS
{Par Person })
�
F-1 HIRED AUTOS
BODILY INJURY
❑ NON -OWNED AUTOS
(F'er Amident)
$
❑PROPERTY
GARAGE LIABILITY
DAMAGE
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EXCESS LIABILITY
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EACH OCCURRENCE
S
$
❑AGGREGATE
UMBRELLA FORM
❑ OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATI ON
STATUTORY LIMITS
$
AND
EACH ACCIDENT
EMPLOYERS LIABILITY
DISEASE- POLICY LIMIT
DISEASE -EACH EMPLOYEE
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OTHER
$250,000 deductible w/
Lawyers Professional Liability Y0052420a
2/25/13 2125/14 Limits of Liability of
X Insurance
$7,500,000!$7,500,000
DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /SPECIAL ITEMS
GERTIFICATI~ HOLDER
CANCELLATION
SHOI,LD ANY OF THP ABOVE DESCRIBED POLICIES BE CANCELLED OF OR[
THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
'City of Gilroy
MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE
HOLDER NAMED TO
,7351 Rosanna Street
THE LEFT, BUT I=A E TO MAIL SUCH NOTICE
OBLIGATION OR Lt I OF ANY KIND UPON THE COMPANY,
SHALL IMPOSE NQ
ITS AGENTS OR
Gilroy, CA 95020
REPRESENTATIVE 4
Attn: Teresa Mack
/,71/1
POLICY NUMBER: 57SBANK7611 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
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, infonnation 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
arising out of your operations or premises owned by or rented to you.
Copyright, Insurance Services Office, Inc. 1984