HomeMy WebLinkAboutSTRADLING YOCCA CARLSON & RAUTH LLPINSURANCE NOT ON FILE
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CITY CLERK
DATETAR 0 7 2024
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LEGAL SERVICES AGREEMENT WITH
STRADLING YOCCA CARLSON & RAUTH LLP
N-7024-079
This AGREEMENT, made and entered into this 22nd day of February, 2024, by and between Stradling
Yocca Carlson & Rauth LLP, a limited liability partnership ("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, regarding
economic development and public finance related matters by a firm with specialized expertise.
B. Attorneys represent that they are licensed to practice law in the State of California, have special
experience and knowledge related to the subject matter detailed above 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 legal services as set forth in Exhibit A, attached hereto and
incorporated herein by reference. 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 and the Executive Director of
the Finance and Management Services Agency. 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 at the rates identified in Exhibit B, attached hereto
and incorporated herein by this reference. Time will be billed in III Oth of an hour increments.
b. The total sum to be expended under this Agreement, shall not exceed $50,000, including
any extension periods.
C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to,
mileage, copying costs, service of process, and mail services authoiized by the City Attorney in connection
with the performance of duties under this Agreement.
i. In-house printing, copying, and reproduction charges will be reimbursed at the rate of
20 cents per page.
ii. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal
research subscription services for ordinary Iegal research. However, the City will reimburse Attorneys
for extraordinary legal research costs related to a complex legal matter or assignment and if pre -approved
in writing by the City Attorney.
4862-4688-5795v11200434-0006
iii. The City will not reimburse Attorneys for ordinary document management systems
used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre -
approved in writing by City Attorney.
iv. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek
reimbursement from the City.
V. Attorneys agree to seek authorization from City Attorney before retaining experts
and consultants.
vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time
of billing by the Internal Revenue Service.
vii. Any costs, for out-of-pocket expenses, in excess of $5,000 require City Attorney
approval prior to incurring the expense. All expenses must have supporting documentation submitted with
the invoice.
d. City will recognize and agrees to compensate Attorneys for any services provided from
January 15, 2024 through the expiration or termination of the Agreement, as fully described in Section 5
below.
3. METHOD OF PAYMENT
a. 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.). 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.
b. City and Attorneys agree that all payments due and owing under this Agreement shall be
made through Automated Clearing House (ACH) transfers. Attorneys agree to execute the City's standard
ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data
provided, the City will be authorized to deposit payments directly into Attorney's account(s) with financial
institutions. Payment need not be made for work which fails to meet the standards of performance set
forth in the Recitals which may reasonably be expected by City.
4. 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.
5. TERM The term of this Agreement shall commence on the date first written above and will continue
for a three (3) year term, unless terminated earlier pursuant to Section 15 below. The term of this Agreement
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4862-4688-5795v1/200434-0006
may be extended for up to two (2) one (1) year periods upon a writing executed by both parties, including the
City Manager and the City Attorney.
6. 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.
INSURANCE Attorneys shall provide proof of insurance prior to undertaking performance of
work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any,
to obtain and maintain insurance as described below:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering
CGL on an "occurrence" basis, including products and completed operations, property
damage, bodily injury and personal & advertising injury with limits no less than $2,000,000
per occurrence. If a general aggregate limit applies, either the general aggregate limit shall
apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate
limit shall be twice the required occurrence limit.
Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code
1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with
limit no less than $1,000,000 per accident for bodily injury and property damage. (Not
required if consultant does not use an automobile to perform services)
C. Workers' Compensation: Insurance as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's
profession, with limit no less than $15,000,000 per occurrence or claim, $15,000,000
aggregate.
If Attorneys maintain broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher
limits maintained by Attorneys. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
C. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to
contain, the following provisions:
Additional Insured Status- The City of Santa Ana, its officers, officials, employees,
and volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf of
Attorneys including materials, parts, or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the form of
an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10
11 85 or if not available, through the addition of both CG 2010, CG 20 26, CG 20
33, or CG 20 38; and CG 20 37 forms if later revisions used).
4862-4688-5795v1/200434-0006
ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance
coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as
respects the City of Santa Ana, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City of Santa Ana, its officers,
officials, employees, or volunteers shall be excess of Attorneys' insurance and shall
not contribute with it.
iii. Notice of Cancellation- Each insurance policy required above shall state that
coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation- Except with respect to the Professional Liability (Errors and
Omissions) insurance provided under Section 8(d) above, Attorneys hereby grant to City a
waiver of any right to subrogation, which any insurer of said Attorneys may acquire against
the City by virtue of the payment of any loss under such insurance. Attorneys agree to
obtain any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer.
g. Self -Insured Retentions — Self -insured retentions must be declared to and approved by the
City. The City may require the Attorneys to purchase coverage with a lower retention or
provide proof of ability to pay losses and related investigations, claim administration, and
defense expenses within the retention. The policy language shall provide, or be endorsed
to provide, that the self -insured retention may be satisfied by either the named insured or
City.
h. Acceptability of Insurers — Insurance is to be placed with insurers authorized to conduct
business in the state with a current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to the City. Notwithstanding the foregoing, City acknowledges and
agrees that the Attorneys' Professional Liability (Errors and Omissions) insurer is not rated
by A.M. Best and City hereby approves and consents to such insurance.
i. Claims Made Policies - If any of the required policies provide coverage on a claims -made
basis:
The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non -renewed, and not replaced with another claims -made
policyform with a Retroactive Date prior to the contract effective date, the
Attorneys must purchase "extended reporting" coverage for a minimum of five (5)
years after completion of contract work.
j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable policy
language effecting coverage required by this clause) and a copy of the Declarations and
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Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins.
However, failure to obtain the required documents prior to the work beginning shall not waive the
Attomey's obligation to provide them.The Cityreserves the right to require complete, certified copies
of all required insurance policies,including endorsements required by these specifications, at any
time.
k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an
additional insured on insurance required from subcontractors.
1. Special Risks or Circumstances — City reserves the right to modify these requirements,
including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances
8. 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' finally adjudicated negligent or wrongful
performance or conduct related to this Agreement. Notwithstanding anything to the contrary in this
Agreement, the foregoing provisions of this Section 9 shall not apply to Consultant so long as Consultant
maintains Professional Liability (Enors and Omissions) insurance in effect in accordance with Section
8(d) above.
9. 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.
10. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and
shall not have interests, direct or indirect, that would conflict in any manner with performance of services
specified under this Agreement. As a law firm with many diverse clients and practice areas, Attorneys
seek to retain the ability to accept unrelated matters for all of our clients. Attorneys may thus request your
informed written consent in the event Attorneys seek to represent any other client in any future matter that
is not substantially related to the applicable public finance matter that is the subject of this letter and does
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48 62-468 8 -57950 /200434-0006
not involve material confidential information Attorneys obtained while representing the you. Such matters
could arise during Attorneys' representation of you on economic development and/or public finance
matters as contemplated by this Agreement. You may determine to consent or not consent to such request
and should feel free to consult your general counsel or other counsel of your choice before deciding
whether to grant any consent should it be requested.
Attorneys represent various investment banks and underwriters from time -to -time on transactions for
public agencies other than the City. In the event that the City determines to issue bonds, notes or other
obligations and retains Attorneys as bond and/or disclosure counsel, Attorneys will not represent any
investment bank or underwriter on any such financing undertaken by the City.
In addition, Attorneys represent various public agencies, including the County of Orange, and other cities
and public agencies throughout California, as bond and/or disclosure counsel and on other financing and
economic development matters. In the event that the City determines to issue bonds, notes or other
obligations, Attorneys do not expect to represent any such agencies in connection with any such financing
undertaken by the City.
11. 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 communication
in the manner provided in this Section, to the following persons:
To City: City Clerk
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
And
Executive Director,
Finance and Management Services Agency
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
To Attorneys: Vanessa Legbandt
Stradling Yocca Carlson & Rauth LLP
6
4862-4688-5795v1/200434-0006
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Telephone: (949) 725-4000
Email: vlegbandt@stradlinglaw.com
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.
12. 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 terms 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.
13. 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.
14. TERMINATION This Agreement may be terminated by City at any time. In 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.
15. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical
conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability,
as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
4862-4688-5795v1/200434-0006
promotion, termination or other employment related activities or any services provided under this
Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable
federal, state and local laws and regulations.
16. 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.
17. 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.
18, 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.
19. 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.
[signature page to follow]
48 62-468 8 -57950 /200434-0006
N-2024-079
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
nathan T. Martinez
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
ktrl-.-d
I a } Dawns (Feb 28. 202413:05 P57)
Kathryn A. Downs, CPA
Executive Director,
Finance and Management Services
Agency
CITY OF SANTA ANA
omas R. Hate
Interim City Manager
ATTORNEYS
By: VV_�291
Vanessa Legbandt
Partner
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4862-4688-5795v1/200434-0006
EXHIBIT A
SCOPE OF SERVICES
I. Special Counsel Services Relating to the Projects. Consultant is engaged by the City to provide special
counsel legal services with respect to two proposed developments in the City:
A. The development by The Related Companies, Inc., or an affiliate thereof ("Related"), of certain area referred
to as "South Bristol" which is located in the City of Santa Ana and is generally bordered by W. MacArthur Blvd. to the north,
Plaza Dr. to the west, Sunflower Ave. to the south, and S. Bristol St. to the east (the "South Bristol Project"); and
B. The development by Centennial, or an affiliate thereof ("Centennial"; and together with Related, the
"Developers"), of the existing "Main Place Mall" which is generally located at 2800 N Main St, Santa Ana, CA 92705 (the
"Main Place Project"; and, together with the South Bristol Reject, the "Projects").
Consultant's services may include the following, from time to time, at the direction of the City:
1. Draft, review, revise, and/or provide comments regarding draft agreements and ancillary documents
including development agreements, lease agreements, amendments to existing agreements, and other agreements and
documents relating to the Projects (collectively, "Project Documents");
2. Advise City staff, City consultants and City Council with respect to the City rights and obligations under
such Project Documents, negotiation strategy with respect to the Projects, considerations relating to the formation of an
enhanced infrastructure financing district ("EIFD") for the South Bristol Project, considerations relating to bond financing of
the Projects ("Bonds"), and other legal considerations with respect to the Projects, the EIFD, or Bonds;
3. Participate in negotiations with the Developers and other parties relating to the Projects and the Project
Documents;
4. Research and analysis of law as appropriate in connection with. the Rejects and the Project Documents;
5. Attend open and closed session City Council meetings with respect to the Projects, the EIFD, or Bonds;
6. If requested, prepare necessary ordinances, resolutions and similar documents as required to approve and
implement the Projects or form the EIFD; and
7. Such other matters related to the Projects, the EIFD, or Bonds, as may be requested by the City, excluding
bond counsel and disclosure counsel services and validation counsel services which are described below under the heading
"Bond and Disclosure Counsel Services."
II. Validation Counsel Services. At the direction of the City, Consultant will provide legal services relating to
the validation of the EIFD formation or any Bonds, which may be documented under a mutually agreeable supplement to this
agreement. Such validation legal services may include the following:
1. Prepare and/or review complaint and other filings and declarations for judicial validation action and, if
requested by the City, file such validation complaint;
2. Process judicial validation action in accordance with law and local court rules; prepare and/or review
summons and publish and disseminate summons as directed by trial court;
3. Research and analysis of law re EIFD law and authority to issue Bonds; and
4. Such other legal services as may be required to prosecute the judicial validation action to a final judgment.
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4862-4688-5795vl/200434-0006
III. Bond and Disclosure Counsel Services. In the event that the City proceeds with the issuance of Bonds (such
as EIFD Bonds for the South Bristol Project or Lease Revenue Bonds for the Main Place Project), a mutually agreeable
supplement to this agreement shall be entered into by the City and Consultant to set forth a fixed fee for bond and disclosure
counsel services performed through the closing date of the applicable financing, as follows:
1. Consultant will undertake the following Scope of Services with respect to bond counsel services:
Advise the City with respect to the proposed financing, including but not limited to:
(a) advice and consultation with the city manager, city attorney, other staff of the City and the City
Council regarding the financing process;
(b) prepare all legal proceedings in connection with the proposed financing, including, but not limited
to drafting various ordinances, resolutions, documents and agreements for consideration by the City Council of the City;
(c) participation in meetings, hearings or negotiations with the City staff, City Council, municipal
advisors, underwriters and other financing team members as the circumstances require;
(d) render a validity opinion with respect to the proposed debt obligation and, with respect to
transactions expected to be tax exempt, deliver a tax opinion that interest earned with respect to the City's debt obligation is
exempt from State and Federal taxes, if applicable;
(e) review and prepare summaries of the major legal documents for inclusion in the Official Statement;
and
(f) prepare final closing documents to be executed by the City to effect delivery of any financing
(including the tax certificate).
For purposes of Paragraph 1, if the City elects to incur indebtedness through a financing corporation or a financing
joint powers agency, all references to the City shall be deemed to include the financing corporation or joint powers agency.
2. Consultant will undertake the following Scope of Services with respect to disclosure counsel services:
(a) Prepare disclosure documents for the City for use in all offering documents to comply with federal
disclosure regulations;
(b) Obtain information to prepare the preliminary and final offering documents from counsel, municipal
advisors, underwriters, underwriters' counsel and the City as appropriate;
(c) Prepare the 15e2-12 Certificate to be signed by the City with respect to the preliminary offering
document and the Continuing Disclosure Certificate;
(d) At the direction of the City, prepare on the City's behalf all documents and materials necessary to
comply with all applicable continuing disclosure requirements for the transaction(s) [Excluded from flat fee for disclosure
counsel services];
(e) At the direction of the City, assist the City to comply with ongoing disclosure requirements
including [Excluded from flat fee for disclosure counsel services]:
a. Assist with the determination of whether an action, activity or event constitutes a "material
event", as defined in SEC Rule 15c2-12, and prepare the appropriate disclosure of such material event;
b. Assist with the review of the compilation of the "annual financial information" needed to
comply with the City's continuing disclosure requirements under SEC Rule 15c2-12 and any current
continuing disclosure statement;
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4862-4688-5795vl/200434-0006
C. Review the audited financial statements for purposes of confirming compliance with
current continuing disclosure agreements; and
d. Assist the City in preparing disclosure, if any, of any material failure to comply with SEC
Rule 15c2-12.
(0 Keep the City informed of all rulings and findings by Federal and State regulatory agencies,
including but not limited to, the Internal Revenue Service, the U.S. Securities and Exchange Commission, the Municipal
Securities Rulemaking Board, and the California Legislature, which impact the City's issuance compliance and ongoing
disclosure obligations;
(g) Participate in due diligence and other meetings as requested;
(h) Review rating agency presentations and investor presentations for consistency with offering
document and compliance reasons;
(i) Participate in rating agency meetings; and
6) As requested, provide training on disclosure practices and law.
Consultant Not Providing Financial Advice. Consultant is not a registered municipal advisor and does not provide financial
advisory services or otherwise provide financial advice to Consultant's clients. We understand that your registered municipal
advisor, Urban Futures, Inc., will be providing financial advisory services to you on the proposed transactions.
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4862-4688-5795v11200434-0006
EXHIBIT B
COMPENSATION
Fee Proposal including hourly rates if applicable
For the services described in Section I of Exhibit A (Special Counsel Services Relating to the Projects), Consultant
will be compensated on an hourly basis, in accordance with the following fee schedule:
2024 "B" GROUP DISCOUNTED RATES
DEPARTMENT "B" SHAREHOLDERS 2023 "B" RATE
PUBLIC VANESSA S. LEGBANDT $630.00
PUBLIC OTHER SHAREHOLDERS 600.00 — 630.00
DEPARTMENT "B" ASSOCIATES 2023 °'B" RATE
PUBLIC NICOLAS G. YEAGER, $400.00
GREGORY MAESTRI,
AND OTHER ASSOCIATES
LL "B" GROUP PARALEGALS ARE AT $195.00/HOUR AND LAW CLERKS ARE AT $115.00/HOU
In the event that the City proceeds with the issuance of Bonds (such as EIFD Bonds for the South
Bristol Project or Lease Revenue Bonds for the Main Place Project), a mutually agreeable
supplement to this agreement shall be entered into by the City and Consultant to set forth a fixed fee
for bond and disclosure counsel services, as described in Section III of Exhibit A.
Bond and Disclosure Counsel fees may be made contingent on successful issuance of the applicable
Bonds. While this form of compensation is customary for bond counsel and disclosure counsel
services to public entities such as the City, this may present a potential conflict of interest as
Consultant could have an incentive to recommend to undertake the proposed transaction even if it is
unnecessary or provides insufficient benefit. Typically your registered municipal advisor will
provide advice with respect to the economic benefits of undertaking a proposed transaction and, as
detailed in Exhibit A, above, under the caption "Consultant Not Providing Financial Advice,"
Consultant is not providing such financial advice with respect to the proposed transaction. This
potential conflict is also mitigated by Consultant's ethical duties to you.
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4862-4688-5795vl /200434-0006
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CERTIFICATE OF INSURANCE
Number5839
Thiscertificateisissuedasamatterofinformationonlyandconfersnorightsuponthecertificateholder.This
certificate does not amend or alter the coverage afforded by the policy described below.
INSURED:Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive
Newport Beach, CA 92660
Federal ID #: 93-4299738
INSURER:See attached list of Quota Share Insurers
COVERAGE:
Thisistocertifythatthepolicyofinsurancelistedbelowhasbeenissuedtothe
Insurednamedabovefortheperiodindicated.Notwithstandinganyrequirement,
termorconditionofanycontractorotherdocumentwithrespecttowhichthis
certificatemaybeissuedormaypertain,theinsuranceaffordedbythepolicy
describedhereinissubjecttoallterms,exclusionsandconditionsofsuchpolicy.
The limit shown may have been reduced by paid claims.
TYPE OF INSURANCE:Lawyers Professional Liability
POLICY NUMBER:IP-0000-18/2024
POLICY PERIOD:July 1, 2024 to July 1, 2025 (12:01 a.m.)
LIMIT:
Aminimumof$15,000,000perclaimandintheaggregateincludingdefensecosts
excess of a self-insured retention. See attached schedule.
CANCELLATION:
Shouldtheabovedescribedpolicybecanceledbeforetheexpirationdatethereof,
theissuingcompanywillmail60dayswrittennoticetothecertificateholdernamed
below.Failuretomailsuchnoticeshallimposenoobligationorliabilityofanykind
upon the company, its agents or representatives.
CERTIFICATE HOLDER:City of Santa Ana
Clerk of the City Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
ISSUED BY:Attorneys Insurance Mutual Risk Retention Group, Inc.
DATE ISSUED:July 01, 2024
AUTHORIZED REPRESENTATIVE
Amethyst Captive Insurance Solutions, Inc.
CzDzouijbNpsbbu2;42qn-Pdu42-3135
CERTIFICATE OF INSURANCE
Attachment to Certificate No. 5839
LayerLimitInsurer
PrimaryMSIG Specialty Insurance USA Inc.,
$15 million each claim and in the
Evanston Insurance Co., Aspen Specialty
aggregate
Insurance Co., Lloyd's Underwriter
Syndicate No. 4000 ("Hamilton"), Liberty
Mutual Insurance Europe Ltd. SE, LloydÓs
Insurance Co. S.A. BEA 4242 (ÐMunitusÑ),
Attorneys Insurance Risk Retention Group,
Inc., Aon Client Treaty, Starr Surplus Lines
Insurance Company, Castel Underwriting
Agencies Ltd, each for their respective
percentages.
AUTHORIZED REPRESENTATIVE
Amethyst Captive Insurance Solutions, Inc.
CzDzouijbNpsbbu2;42qn-Pdu42-3135