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EXHIBIT 3 <br />LEGAL SERVICES AGREEMENT WITH <br />BEST BEST & KRIEGER LLP FOR BOND COUNSEL SERVICES <br />This AGREEMENT is made and entered into this 3rd day of September, 2019, by and between <br />Best Best & Krieger LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal <br />corporation duly organized and existing under the constitution and laws of the State of California <br />("City") <br />RECITALS <br />A. The City of Santa Ana desires to engage Attorneys to provide legal services as bond counsel <br />and disclosure counsel relating to the proposed issuance of the City's Gas Tax Revenue <br />Refunding Bonds, Series 2019, which will refinance outstanding bonds originally issued to <br />finance public capital improvements for the City. <br />B. Attorneys represent that they are licensed to practice law in the State of Califomia, have <br />special experience and knowledge related to the above services, and desire to undertake said <br />services. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the <br />compensation hereinafter specified, to provide legal services as bond counsel and disclosure counsel <br />relating to the proposed issuance of the City's Gas Tax Revenue Refunding Bonds, Series 2019, <br />as further described on Exhibit A ("Assignment"). Attorneys accept said retention and agree to <br />perform the Assignment in a timely and efficient manner. <br />2. COMPENSATION FOR SERVICES RENDERED <br />a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and <br />for payment in full for all services forthe Assignment, the sum not to exceed $75,000 forbond counsel <br />services and the sum not to exceed S40,000 for disclosure counsel services, both sums payable upon <br />the successful completion of the financing. <br />b. In a total amount not to exceed $2,500, City agrees to reimburse Attorneys for out-of- <br />pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail <br />services authorized by the City in connection with the performance of duties under this Agreement. <br />In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per <br />page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing <br />by the Internal Revenue Service. All expenses must have supporting documentation submitted with <br />the invoice. <br />3. METHOD OF PAYMENT Upon the successful completion of financing, Attorneys shall <br />submit a statement specifying the services performed and an itemization of expenses related <br />thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City <br />25B-21 <br />