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HomeMy WebLinkAboutBUCHALTER A PROFESSIONAL CORPORATIONd N INSURANCE NOT ON FILE WORK MAY Cn MOT PROCEED J CLERK OF COUNCIL N-2020-121 =2 DATE: LEGAL SERVICES AGREEMENT WITH BUCHALTER, A PROFESSIONAL CORPORATION �7�j( �51ca fut►,�I� ,) 1::W This AGREEMENT, made and entered into this I" day of June, 2020, by and Buchalter, A Professional: Corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office desires to employ Attorneys to -assist -the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City, for aviation law and related advisory matters by a firm with specialized expertise. B. On its part, Santa Ana agrees to provide the Firm with truthful and accurate information, to cooperate and keep the Firm informed of any developments that may affect the Firm's handling of its matter or matters, and to pay Firm invoices on a timely basis. In addition, Santa Ana will be responsible for advising the Firm whether any document the Firm has prepared or received, and sent to Santa Ana for approval or review reflects the principal terms of the proposed agreement, general strategy or other expectations, as the case may be. Both parties agree to abide by the terms of this Agreement. C. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with general advice and legal review on a case -by -case basis when matters arise in relation to aviation law and general municipal law advisory services. One such specific matter for engagement concerns The Bowery Project on Redhill Avenue and the Orange County Airport Land Use Commission decision of Inconsistency. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, Partners will be billed at the rate of $500 an hour and $390 for all Associates, and $190 an hour for paralegals. Time will be billed in 1/10th of an hour increments. b. Costs and Other Charges for Which the Firm Will Not Bill. The Firm will not charge Santa Ana for routine photocopying, faxes, long distance phone calls, or routine postage. C. Costs and Other Charges for Which the Finn Will Bill. The Firm may incur various costs and expenses in the normal course of performing legal services under this Agreement. The Firm's preference is for Santa Ana to advance all expenses. In circumstances where it is not practical for it to advance costs, Santa Ana agrees to reimburse the Firm for those costs and expenses in addition to the fees the Firm incurs working on Santa Ana's matter. Costs and expenses for which the Firm charges include filing and recordation fees, court reporters' fees, messenger and other delivery fees, parking, transportation, lodging, and other necessary travel expenses, non -routine photocopying and scanning (wherever performed), bulk postage, document database preparation, processing and management, electronic document storage, and other similar items. Costs and expenses could also include expert witness fees, title insurance fees, consultant and investigator fees, and similar out-of- pocket expenses incurred on Santa Ana's behalf. The Firm will charge all costs and expenses at the Firm's actual cost when payable or reimbursed to a third party. d. The total sutn to be expended under this Agreement, shall not exceed $50,000, including any extension periods e. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). The Firm will send monthly statements indicating fees and costs incurred, any amounts applied from any retainer, and any current balance owed. Upon request, the Firm can provide various levels of detail in the statements, including the legal personnel working on a matter or matters for that billing period with their current guideline hourly rate, and the amount of time and fees incurred by each individual. City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. ESTIMATE. It is often difficult to predict with any certainty the actual amount of legal fees, costs or time which will be incurred with respect to any particular task or matter. However, upon request, the Firm will provide estimates of legal fees and costs and/or time to complete a task or matter, but any such figure will be an estimate only and not a guarantee that the actual fees, costs or time will be in the amount of, or limited to, the estimate. If the Finn provides an 2 estimate of fees, costs or time for a particular task or matter, Santa Ana will be responsible for the Firm's actual legal fees and costs, regardless of whether they are greater or less than the estimate. 5. DISCLAIMER OF GUARANTEE. Nothing in this Agreement should be construed as a promise or guarantee about the outcome of any matter which the Firm is handling on Santa Ana's behalf The Firm's comments about the outcome, estimated times to conclude the handling of the matter, and the associated fees and costs, are expressions of opinion only. 6. DISCHARGE, WITHDRAWAL AND TERMINATION. Santa Ana may discharge the Firm at any time and the Finn has the right to withdraw from representing it at any time, subject to any required court approvals. Reasons for the Finn's withdrawal include, but are not limited to, Santa Ana's: (1) breach of this Agreement; (2) failure to pay the Firm's invoices when due; (3) refusal to cooperate with the Finn or to follow its advice on a material matter; or (4) any fact or circumstance that would render the Firm's continuing representation unlawful or unethical. When the Firm's services conclude, all unpaid amounts will immediately become due and payable. After the Firm's services conclude, upon Santa Ana's written request, the Finn will deliver its files to Santa Ana along with any funds or property of Santa Ana in the Firm's possession, after applying any unused retainer or security deposit to any balance on Santa Ana's account. The work product produced in the course of the Firrn's representation is and will remain Firm property. 7. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 8. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 9. TERM The term of this Agreement shall commence on the date fast written above and terminate on June 30, 2021, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 3 10. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 11. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 12. INDEMNIFICATION. Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful conduct resulting in physical injury and/or property damage. 13. CONFIDENTIALITY. All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 14. CONFLICT OF INTEREST CLAUSE. Attorneys covenant that it presently has no interests that would conflict in any manner with performance of services specified under this Agreement. 15. CONFLICTS WITH OTHER CLIENTS. The Firm's undertaking to represent Santa Ana will not act as a bar to prevent the Firm from representing any existing or future client, if any, with respect to a claim adverse to Santa Ana, provided that the Firm is no longer representing Santa Ana as a current client and, in the course of the Firm's representation of Santa Ana, the Firm has not obtained confidential information from Santa Ana that is material to the representation of the 4 other client. In addition, our representation of Santa Ana in the matter or matters in which we are employed shall not preclude us from concurrently representing other clients also adverse to those same parties, in different matters, provided that your confidentiality and privileges are preserved. 16. DISPUTE RESOLUTION. We anticipate that any dispute or disagreement that may arise out of or relate to our legal services, including the fees charged, can be worked out to our mutual satisfaction in discussions between us or through mediation. a. Arbitration of Disputes. If we cannot amicably and mutually resolve any disputes between us, we both agree that all disputes arising out of or relating in any way to this Agreement, our relationship, or the services performed or the attorneys' fees and costs charged (including but not limited to claims based on alleged professional malpractice, negligence, errors or omissions, breach of contract, breach of fiduciary duty, fraud, or any claim based upon tort or any statute), shall be submitted, as soon as practicable, to final and binding arbitration in Orange County, before JAMS Services, a private mediation and arbitration tribunal, pursuant to its Arbitration Rules and Procedures ("JAMS Rules"), before a single neutral arbitrator who is a retired judge or justice, either mutually agreed upon by us. If no agreement on the arbitrator can be reached within fifteen days after initiation of the arbitration, then the arbitrator will be selected in accordance with the JAMS Rules. Any decision of the arbitrator maybe confirmed in a court of competent jurisdiction and the ensuing judgment may thereafter be enforced in the same manner as a judgment in a civil action. b. Arbitration Confidentiality. The arbitration proceedings and award shall be kept strictly confidential between us, and except for our own representatives on a need to know basis, will not be disclosed to any other person or entity, unless disclosure is necessary for the preparation and conduct of the hearing on the merits, or in a judicially filed application for a preliminary injunction, or in any confirmation hearing of or motion to vacate the arbitrator's award in a court of competent jurisdiction, or in proceedings to enforce a judgment based upon the confirmed award. C. Jury Waiver/Appeal. By agreeing to arbitrate any disputes between us as set forth in the preceding paragraph, Santa Ana acknowledges that it is giving up its right to have such disputes heard and determined by a non -retired judge or by a jury in a court of law. Moreover, appeals from arbitration awards are more limited than appeals from court judgments, and discovery is generally less broad than permitted in a court of law. Should Santa Ana have any question about the significance of its agreement to arbitrate as set forth in this Agreement, it should consult with an attorney who is independent of the Firm. d. Arbitration Jurisdiction. The arbitration will be controlled by the provisions of the Federal Arbitration Act (9 U.S.C. § 1 et. seq.) except that California substantive law shall be applied to resolve the underlying disputes to be arbitrated. We both agree that it is the arbitrator, and not any federal or state court, who has the exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this binding agreement to arbitrate, including but not limited to determining which claims are subject to arbitration, or any claim that all or any part of this agreement to arbitrate is unenforceable, voidable or void. e. Bar Arbitration. Although we believe that binding arbitration in accordance with the terms set forth above provides a reasonable and private means of resolving legal disputes that has E been endorsed by federal and state courts, Santa Ana has the right to request arbitration of any dispute regarding fees or costs charged by us for professional services before an arbitrator or panel of arbitrators selected by a local bar association or the State Bar of California (a "Bar Arbitration"). The Bar Arbitration is non -binding unless we both agree in writing to binding arbitration after the fee dispute arises but prior to the hearing. If the Bar Arbitration award is binding, the award is final and neither of us may request a new trial in court. A binding award can only be corrected or vacated for very limited reasons. If the Bar Arbitration award is non -binding, we each have thirty days from the date of the award being served to file an action in court requesting a new trial and to pursue any other available remedy. If neither of us requests a new trial within those thirty days, the Bar Arbitration award becomes binding. If you do request a Bar Arbitration, the law provides that evidence of any claim of malpractice or professional misconduct is admissible only to prove the amount of the fees and costs in dispute, and that the arbitrator(s) at the Bar Arbitration shall not be empowered to award any affirmative relief in the form of damages, offset or otherwise in connection with such claim. By signing this Agreement, Santa Ana agrees that if a Bar Arbitration is conducted, that Bar Arbitration and any new trial in court thereafter shall have no effect on the provisions set forth above which require binding arbitration before an arbitrator at JAMS of any claims for affirmative relief based on alleged professional malpractice, negligence, errors or omissions, breach of contract, breach of fiduciary duty, fraud, or any claim based upon tort or any statute, without regard to the results of any Bar Arbitration or new trial thereafter. 17. CALIFORNIA LAW APPLIES. If either party to this Agreement initiates any legal action or proceeding concerning or in any way relating to the terms and provisions of this Agreement or the Firm's representation of Santa Ana in any matter, we both understand and agree that any such legal action, arbitration or proceeding shall be brought in California, and California's substantive laws shall apply to this Agreement. 18. FILE MAINTENANCE. The Finn will maintain Santa Ana's files and documents in a particular matter while it is actively handling that matter and for five years thereafter. The Finn will have the right to destroy the files after five years or any longer time the Firm deems appropriate given the circumstances, without any obligation to notify Santa Ana. The Firm routinely purges its files and records of matters that have been resolved. Of course, Santa Ana may request its files or documents at any time prior to such destruction, and they will be promptly returned to Santa Ana or to others as directed. 19. ENTIRE AGREEMENT/ADDITIONAL LEGAL REPRESENTATION GOVERNED BY THIS AGREEMENT. Except for any consents to a conflict of interest provided separately, this Agreement contains all of the terms of the agreement between us applicable to the Firm's representation of Santa Ana. Except for any consents to a conflict of interest provided separately, no other agreement, statement or promise made on or before the effective date of this Agreement will be binding on Santa Ana or the Firm. This Agreement may only be modified by a subsequent written agreement of the parties. Unless otherwise agreed in writing, all other matters which Santa 0 Ana refers to the Firm for representation shall be governed by the terms of this Agreement. 20. NOTICE. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic connnunication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Buchalter, A Professional Corporation 18400 Von Karman Ave., Suite 800 Irvine, CA 92612 P: (949) 760-1121 Fi(949)720-0182 Atm. Barbara Lichman A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 21. EXCLUSIVITY AND AMENDMENT. This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the teens of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 22. ASSIGNMENT. Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 23. TERMINATION This Agreement may be terminated by City at any time. hi such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 24. DISCRIMINATION. Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 25. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 26. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 27. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. P N-ZUZU-121 28. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: — Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: t n rim Lisa Storck Assistant City Attorney RECO ND ROVAL: Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA (Gt- Kristine Ridge City Manager BUCHALTER, A PROFESSIONAL CORPORATION By: Name: Barbara E. Lichman Title: Shareholder "V� June 2, 2020 Minh Thai, Executive Director Planning & Building Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92072-1988 Re: Conflict Waiver Request Dear Minh: 18400 Van Karman Avenue Suite 800 Irvine, CA 92612 949,760,1121 Phone 949,720.0182 Fax 949,224.6292 Direct blichman@bucha Itencom Thank you for your confidence in Buchalter's representation of City of Santa Ana ("Santa Ana") in connection with the Bowery Project located on Red Hill Avenue, now in the City of Santa Ana ("Red Hill Matter"). This is to inform you that Buchalter currently represents Chick-fil-A in connection with the location of a drive-thru restaurant on 17th and Tustin (" 17th and Tustin Matter"), also in the City of Santa Ana. While the engagement proposed by Santa Ana is completely or substantially unrelated to the representation in the 17th and Tustin Matter, your interests are adverse or potentially adverse to the interests of Chick-fil-A in the 17th and Tustin Matter and thus require this waiver. The ethical rules adopted in California provide that: A lawyer may not, without the informed written consent from each affected client, represent a client if there is a significant risk the representation will be materially limited by the lawyer's responsibilities to another client. buchalter.com Cos Angeles Napa valley Orange county harland Sacramento San Diego San Francisco Scottsdale Seattle BN 40743107v I Buchalter Minh Thai, Executive Director June 2, 2020 Page 2 Because the simultaneous representation of adverse or potentially adverse parties creates a possibility of a conflict of interest existing or developing for Buchalter, this ethical rule may apply. The purpose of this letter is to obtain your informed written consent to Buchalter's representation of Chick-fil-A in the 17th and Tustin Matter. We believe that Buchalter will be able to provide you with competent and diligent representation notwithstanding Buchalter's concurrent representation of Chick-fil-A. In the course of our representation of you in the Red Hill Matter, Buchalter does not expect to acquire any confidential information of yours that would be directly material to the issues in the 17th and Tustin Matter, now or in the future. Similarly, Buchalter does not expect that any confidential information Buchalter currently possesses or will obtain from our representation of Chick-fil-A would be material to our representation of you in the Red Hill Matter. If, however, Buchalter does come to possess or obtain confidential information that would be material to Chick-fil-A concerning you, Buchalter will not share it without your express written consent. Similarly, if Buchalter does come to possess or obtain confidential information that would be material to you concerning Chick-6l-A, Buchalter will not share it without Chick-fll-A's express written consent. By signing this Consent, you agree not to seek disclosure of Chick-fil-A's confidential information from Buchalter. In the unlikely event a dispute or conflict arises between you and Chick-fil-A regarding the currently unrelated matters, there is a risk that Buchalter may be disqualified from representing both Chick-fll-A and you, absent written consent from each at that time. We anticipate that if such a conflict or risk were to arise, Buchalter will withdraw from representation of both parties in the 17th and Tustin and Red Hill Matters, but would continue to represent Santa Ana in any matters not substantially related to Chick-fil-A, notwithstanding any prior or current adversity between your interests and those of Chick-fil-A in the 17th and Tustin or Red Hill Matters. Finally, it is understood that the requested waiver is contingent upon the signing by Chick-fil-A of a parallel conflict waiver of these matters. Accordingly, Buchalter asks that you consent to your continued and future representation by Buchalter under the above circumstances. By signing and returning the agreement and consent set forth at the end of this letter, you consent to such arrangement and waive any conflicts regarding that arrangement. Buchalter requests that you signify your informed written consent to Buchalter's concurrent representation of Chick-fil-A with respect to the 17th and Tustin Matter only by signing and returning this letter. Buchalter understands that you have counsel and encourages you to seek independent counsel's advice regarding the import of this Consent, and Buchalter emphasizes that you remain completely free to seek independent counsel at any time even if you decide to sign this Consent. If you should have any questions, please feel BN 40743107v I N-2020-121 Buchalter Minh Thai, Executive Director June 2, 2020 Page 3 free to discuss them with us before signing and returning this Consent. Thank you for your confidence in us. Sincerely, BUCHALTER A Professional Corporation Barbara Lichman The undersigned hereby agrees to the terms of Buchalter's representation as described above and hereby consents to concurrent representation of Chick-fil-A under the circumstances set forth in this letter by Buchalter notwithstanding the potential conflicts and consequent risks described above. CITY OF SANTA ANA By: � . Kristine Ridge, Cit Manager BN 40743107v I CERTIFICATE OF INSURANCE Number 3780 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Buchalter, A Professional Corporation 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 900t7-2457 INSURER: Attorneys Insurance Mutual Risk Retention Group, Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE: Professional Liability POLICY NUMBER: IP-0000-08/2020 POLICY PERIOD: July 1, 2020 to July 1, 2021 (12:01 a.m.) LIMIT: A minimum of $1,000,000 per claim and in the aggregate including defense costs excess of a self -insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to snail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE HOLDER: ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED: July 1, 2020 AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc.