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HomeMy WebLinkAboutGARY OWNERS, LLC & GREENLAW PARTNERS, LLCINSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE, a.06A-(A1, P)o-,� JOINT NONDISCLOSURE, INDEMNITY AND LITIGATION DEFENSE AGREEMENT N-2023-152 This Joint Nondisclosure Indemnity, and Litigation Defense Agreement ("Agreement") is made and entered into this �-day of May, 2023, by and between the City of Santa Ana, ' California and the City Council of the City of Santa Ana (collectively, the "City"), and Garry cc Owners, LLC and Greenlaw Partners, LLC (collectively, "Real Party"). The City and Real Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Recitals A. The City is a charter city and municipal corporation situated in the County of Orange in the State of California. B. Real Party desires to develop a warehouse distribution facility at the property located at 1700, 1720, and 1740 East Gary Avenue in the City of Santa Ana ("Project'), and to that end, Real Party proposed and sought entitlements for the Project from the City. C. Real Party filed applications with the City to develop the Project. Specifically, Real Party sought approval of (1) Conditional Use Permit No. 2022-14 and (2) Amendment Application No. 2022-01 to change the zoning designation of the subject property from Professional (P) to Light Industrial (MI) in order to facilitate the construction of a 91,500 square foot industrial warehouse and distribution building. D. On October 10, 2022, at a duly noticed public hearing, the Santa Ana Planning Commission voted unanimously to adopt a Resolution approving Conditional Use Permit No. 2022-14 and to recommend that the City Council adopt an ordinance approving Amendment Application No. 2022-01. E. On or about October 19, 2022, Melinda Luthin of Melinda Luthin Law, on behalf of Garry Plaza Office Park Association, manager of the property and business condominium project at 1800 and 1820 Garry Avenue, submitted Appeal Application Nos. 2022-01 and 2022- 02 for Conditional Use Permit No. 2022-14. F. On December 20, 2022, at a duly noticed public hearing, the Santa Ana City Council adopted Resolution No. 2022-107 denying Appeal Application Nos. 2022-01 and 2022- 02 and upholding the determination of the Planning Commission to approve Conditional Use Permit No. 2022-14 to allow a distribution facility at 1700, 1720, and 1740 East Garry Avenue. G. On January 17, 2023, the City Council adopted Ordinance No. NS-3036 approving Amendment Application No. 2022-01 amending the zoning map for the property located at 1700, 1720, and 1740 East Garry Avenue from Professional (P) to Light Industrial (MI). H. On March 20, 2023, Garry Plaza Office Park Association and William Stevens, Trustee of the Wm Stevens Separate Property Trust CTlaintiffs/Petitioners") filed a lawsuit in the Orange County Superior Court entitled Garry Plaza Office Park Association & William Stevens, Trustee of the Wm Stevens Separate Property Trust v. City of Santa Ana, Case No. 30-2023- 01314927-CU-WM-NJC, which challenges the City's approval of Conditional Use Permit No. Page 1 of 11 2022-14 ("Project Approval I") on the basis that it unlawfully infringes on the property rights of Plaintiffs/Petitioners and all owners of the property located adjacent to the Project. GarryOwners, LLC and Greenlaw Partners, LLC are named as a Real Parties in Interest. I. On May 16, 2023, Plaintiffs/Petitioners filed a second lawsuit in the Orange County Superior Court entitled Garry Plaza Office Park Association & William Stevens, Trustee of the Wm Stevens Separate Property Trust v. City of Santa Ana, Case No. 30-2023-01320418-CU-WM- CJC, which challenges the City's approval of Ordinance No. NS-3036 ("Project Approval II") on the basis that it unlawfully infringes on the property rights of Plaintiffs/Petitioners and all owners of the property located adjacent to the Project. Garry Owners, LLC and Greenlaw Partners, LLC are named as a Real Parties in Interest. J. Pursuant to Conditional Use Permit No. 2022-14, Real Party is required to indemnify, defend, and hold harmless the City, its officers, employees, volunteers, and agents from any and all liability, demands, claims, actions, or proceedings concerning or challenging the Project Approval. Real Party shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. K. The Parties have similar and common legal interests in the defense against the above -referenced litigation and the claims contained therein, and any subsequent litigation that may be filed challenging the Project Approval I and Project Approval 1I (hereinafter collectively, "Litigation"). The Parties further believe that it is to their individual and mutual benefit to cooperate and share information, strategy and documents concerning issues arising out of or relating to those claims, including, but not limited to, information and documents that may be subject to the attorney -client privilege, attorney work -product doctrine, the common interest doctrine and/or any other applicable privilege or immunity existing under state or federal law. L. The Parties intend to explore settlement options in good faith, but also to vigorously defend against Plaintiffs'/Petitioners' claims. Accordingly, the Parties have a common interest in the defense of current and future claims raised against them in the Litigation. Each of the Parties intends to appear in the Litigation, oppose the Litigation, and may represent its own separate interests, some of which may be unique. Such representation of separate or unique interests is not inconsistent with the common interests of the Parties. M. Nothing in this Agreement is meant or should be construed to abrogate the City's legal obligation to exercise independent judgment as required by CEQA concerning the Project, or consideration of the Project Approval. N. In defending against the Litigation and similar challenges to the Project from other third parties in the future, the Parties have interests in common and will litigate common claims and have legal theories in common, and will benefit if they can communicate openly with each other about all matters relating to the evaluation of and possible legal challenges to the City's actions on the Project. O. In order to promote full and effective communication between the Parties, and to avoid duplicative efforts by them and to minimize the costs of the Litigation, the Parties desire to share attorney -client and/or work -product privileged information and other privileged information concerning the Litigation noted in the above recitals, but wish to ensure that any such sharing of Page 2ofII information will not diminish in any way the confidentiality of such information and will not constitute a waiver of any applicable privileges. P. This Agreement also confirms that, to the extent the Parties and/or their attorneys have already been in communication with each other since any privileges became operative under any applicable law, their communications and work product were then, and remain now, subject to the joint defense privilege and now are subject to this Agreement. Now, therefore, the Parties, in consideration of their mutual promises and the foregoing recitals that are incorporated herein, agree as follows: 1. Agreement. In order to pursue a joint legal effort in response to the Litigation, the Parties may be best served by exchanging or disclosing among themselves and their counsel Privileged Information, as that term is defined below, provided, however, that nothing herein shall compel the Parties to coordinate defense efforts or to share any such Privileged Information. The coordination of defense efforts and the sharing of Privileged Information in connection with the Litigation shall be entirely voluntary. 1.1 Definition of Joint Defense. All work performed by the attorneys for the Parties pursuant to this Agreement and communications among the attorneys for the Parties in connection with such representation of their respective clients shall be conducted and protected pursuant to the joint defense doctrine recognized in such federal court cases as United States v. McPartlin, 595 F.3d 1321, 1336-37 (7th Cir.), cert. denied, 444 U.S. 833 (1979); Hunydee v. United States, 355 F.2d 183 (9th Cir. 1965); and Continental Oil Co. v. United States, 330 F.2d 347 (9th Cir. 1964); and as contemplated in the California cases of California Oak Foundation V. County of Tehama, 174 Cal. App, 4th 1217, 1222-23 (2009); Oxy Resources California LLC v. Superior Court, 115 Cal. App. 4th 874 (2004); and Raytheon Co. v. Superior Court, 208 Cal. App. 3d 683 (1989); and in California Evidence Code section 952 and/or recognized under state and federal law, including such rights that exist independent of rights described in this Agreement. 1.2 Definition of Privileged Information. Privileged Information, as used herein, shall include all writings as defined in California Evidence Code section 250, including all oral, electronic or written communications including, but not limited to, meeting agendas, memoranda prepared by in-house and outside counsel, analyses, drafts of pleadings or comments to regulatory authorities, or other materials or information, furnished by any Party to another Party or Parties involving matters related to the Litigation, or any other summary, analysis, report or other document containing information extracted, obtained or derived from such communications, but excluding such materials or discussions which have been made public or disclosed to third parties without restriction as to use or disclosure. Privileged Information shall only be used by the Parties in connection with their rights to be informed about matters related to the Litigation. 1.3 Limited Disclosure. No Party shall disclose the Privileged Information received under this Agreement to any person other than its directors, officers, employees, legal counsel, accountants, agents and subcontractors (collectively, the "Qualified Persons") who require knowledge of the Privileged Information for the purpose of evaluating or conducting the Litigation, and in no event shall such disclosure cause the Privileged Information to become a Page 3 of 11 record subj ect to disclosure pursuant to the California Public Records Act. Legal counsel receiving Joint Defense Communications, as that term is defined in Paragraph 5 below, and materials may disclose those communications to their respective clients, but may not disclose such Joint Defense Communications to any other person without the consent of the Party providing the privileged and confidential information. Any unauthorized disclosure of any Joint Defense Communications to any third party shall not constitute a waiver of any applicable privilege. Each attorney for a Party shall inform such Party's Qualified Persons of the privileged nature of the Privileged Information and failure to do so is a breach of this Agreement. Each such Qualified Person shall be bound by the terms of this Agreement prior to any disclosure. If any Party violates the terns of this paragraph, such disclosure(s) shall not have been authorized and, therefore, shall not constitute a waiver of any applicable privilege. 2. Purpose. The purpose of this Agreement is to ensure that such exchange or disclosure of Privileged Information in furtherance of the Parties' joint legal efforts does not diminish in any way the confidentiality of the Privileged Information or constitute a waiver of any privilege or protection accorded to the Privileged Information, and the Parties hereby declare their intent that no sharing of information as set forth above shall waive the applicable attorney work - product privilege, attorney -client privilege, trade secret privilege, the joint defense privilege, the common interest doctrine or any other applicable privilege, protection or doctrine. To the maximum extent permitted by law, the sharing of Privileged Information shall be undertaken in a manner that protects Privileged Information from public disclosure under the Ralph M. Brown Act, the California Public Records Act, or other applicable law. 3. Marking Written Materials. All written Privileged Information exchanged will be clearly marked "CONFIDENTIAL: SUBJECT TO JOINT LITIGATION PRIVILEGE," or "SHARED UNDER THE JOINT NONDISCLOSURE AND LITIGATION AGREEMENT AMONG PARTIES," or "SUBJECT TO JOINT LITIGATION PRIVILEGE." The Parties will use their best efforts to so mark all such written materials, and will instruct their attorneys, paralegals, and clerical and other personnel as to this requirement, provided, however, that failure to marls such exchanged written materials shall not be treated as waiving the joint litigation privilege as to any materials not so marked. This requirement for marking of materials is prospective in nature and does not apply to materials previously exchanged pursuant to oral or written joint defense agreements not containing a requirement for such marking. 4. Exceptions. The restrictions of this Agreement on use and disclosure of Privileged Information shall not apply to information that: a) is in the possession or control of a Party at the time of its disclosure hereunder free of any obligation of Party to keep such Privileged Information confidential; b) is or becomes publicly known or available, by actions not in violation of this Agreement; c) is received by a Party from a third party free to disclose it without obligation to any other Party; d) is disclosed to third parties without restriction as to its use or disclosure by the Party who alone has prepared or obtained the information disclosed, and which Page 4 of 11 information contains no privileged or protected information obtained directly or indirectly from another Party; e) is approved for release by written authorization of the Parties; or f) is required to be disclosed pursuant to any applicable statute, law, rule or order of any governmental authority or pursuant to any order of any court of competent jurisdiction. 5. Protected Communications. The Privileged Information addressed herein represents communications subject to the joint attorney work -product privilege and/or the attorney -client privilege and/or the joint defense doctrine and/or the common interest doctrine and/or trade secret privilege as defined by California law (collectively, "Joint Defense Communications"). If used by a Party hereunder for purposes other than internal evaluation of legal issues related to the Litigation, such use would unfairly prejudice and irreparably harm the rights and interests of all the Parties. Each of the Parties and counsel agree that any Joint Defense Communications they receive from any other Party or its representatives shall be treated and maintained as privileged and confidential communications. Execution of this Agreement constitutes mutual agreement that any consultations among the Parties and their respective counsel, and any sharing or pooling of work product or other confidential documents, are reasonably necessary for the accomplishment of the purpose for which the Parties' counsel have been consulted and retained. The Parties agree that any consultations among them or their counsel, and any sharing or pooling of work product or other confidential documents, are in reliance on the joint litigants' privilege. The Parties further agree that the joint litigants' privilege as it relates to the consultations, information, data and other documents covered by this Agreement may not be waived except with the consent of the Parties. 6. Third -Party Claims of Waiver. Should any third party claim that an otherwise applicable privilege has been waived as a result of any exchange or disclosure of Privileged Information made pursuant to this Agreement, the Parties agree to join in defending such claim of privilege or protection. 7. Disclosure Requirements. If a Party or its Qualified Persons become subject to a bona fide requirement by law, regulation, deposition questions, interrogatories, Public Records Act request, Freedom of Information Act request, other type of request for information or documents, subpoena, civil investigative demand or similar process (collectively, a "Requirement") to disclose any Privileged Information, such Party (i) will, prior to producing any Privileged Information, promptly notify all other Parties of the existence, terms and circumstances of such Requirement(s) so that any other Party may seek an appropriate protective order, and (ii) will cause its Qualified Persons to cooperate fully with any other Party in seeking a protective order. If a Party subject to a Requirement, who has complied with the notification and cooperation obligations described in the preceding sentence, is compelled, in the opinion of its legal counsel, to disclose Privileged Information or else stand liable for contempt or other substantial penalty, such Party will furnish only that portion of the Privileged Information which is legally required pursuant to the terms of such Requirement as modified by any protective order. Page 5 of I 8. Governing Law. This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the State of California, with venue in Orange County. 9. No Warranty. No Party makes any warranty of any nature with respect to any Privileged Information, including the accuracy and completeness thereof, provided to any other Party pursuant to this Agreement. 10. No Waiver. This Agreement shall not create any agency or similar relationship between or among the Parties. No Party shall have authority to waive any applicable privilege, protection or doctrine on behalf of any other Party; nor shall any waiver of any applicable privilege, protection or doctrine by the conduct of any Party be construed to apply to any other Party. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 11. No Partnership or Joint Entity. This Agreement is not intended to and does not create a partnership or any other form of single or joint entity of any sort comprised of the Parties and/or their attorneys. 12. No Obligation to Share Information Not Shared or Exchanged. Nothing herein shall obligate a Party to share or exchange Privileged Information that has not been shared or exchanged pursuant to the terms of this Agreement. 13. Indemnification. Through this Agreement, Real Party hereby reaffirms its obligation to indemnify the City as required by the resolutions described in Paragraph G., above. The Parties further agree: a) Real Party's obligation to indemnify the City is contingent on the City's cooperation in the defense of the Litigation. As part of that cooperation, City agrees to confer with Real Party regarding significant litigation decisions. Should the City fail to cooperate in the defense of the Litigation, Real Party's obligations under this Agreement shall immediately terminate and Real Party shall not thereafter be responsible to defend, indemnify, or hold harmless the City as to the Litigation. b) The City has the right to select its preferred legal counsel and has selected the Law Firm of Best Best & Krieger LLP (the "City's Special Counsel") to represent it in the Litigation. c) Real Party shall reimburse the City for one hundred percent (100%) of the City's actual fees and costs invoiced by the City's Special Counsel and/or attorneys and paralegals in the City Attorney's Office respectively in connection with its representation of the City in the Litigation ("Legal Fees and Costs"). Such Legal Fees and Costs shall include, but not be limited to, all reasonable court costs and attorneys' fees, including attorneys' fees and costs incurred by the City's Special Counsel, attorneys and paralegals in the City Attorney's Office, and other City staff time, consultants or experts, spent in regard to defense of the Litigation. The City's reasonable Legal Fees and Costs in defending the Litigation shall be reimbursed to City by Real Party as follows: (i) a separate Page 6 of 11 billing file for the Litigation shall be opened by the City's Special Counsel and the City Attorney's Office; (ii) the time shall be billed by the City's Special Counsel and the City Attorney's Office in 0.1 hour increments; (iii) the City's Special Counsel and City Attorney's Office Legal Fees and Costs shall be invoiced not more than once per month in summary format — with any such summary being redacted or revised to preserve privilege and any confidential information; and, (iv) the City's Special Counsel's hourly billing rates shall be submitted to Real Party prior to retention by the City for approval and such approval will not be unreasonably withheld. Real Party will advise City regarding approval of rates within forty-eight (48) hours of request for approval. d) Real Party shall have thirty (30) calendar days from the date of an invoice for Legal Fees and Costs billed by Special Legal Counsel and/or the City Attorney's Office to review the invoice prior to payment of the invoice for Legal Fees and Costs out of the Deposit set forth in subsection (e) below. In the event that Real Party has a dispute about an invoice, Real Party will contact City's Director of the Building and Planning Agency in writing and outline Real Party's dispute. City will have thirty (30) calendar days to respond in writing. In the event of a dispute regarding the any Legal Fees and Costs invoiced, those invoices are not due and payable until thirty (30) calendar days after the dispute is resolved. e) Real Party shall deposit $75,000.00 ("Deposit") with the City for all Legal Fees and Costs that the City may incur in the Litigation. The City shall pay all invoices it receives from the City's Special Counsel using funds from the Deposit until the Deposit is fully expended. City staff will monitor the spending against the Deposit and will notify Real Party when 75 percent of the fund is depleted. When Real Party is provided notice by City staff that the Deposit is depleted, Real Party in Interest will immediately replenish the $75,000 Deposit. f) Any portion of the Deposit not spent upon completion of the Litigation will be fully refunded to Real Party within 60 days after completion of the Litigation. g) In the event Real Party disputes any item on any invoice, Real Party shall notify City of such dispute, in writing, and with specificity, within ten (10) calendar days following Real Party's receipt of such invoice. In the event of such dispute, the City and Real Party shall exercise good faith efforts to resolve the dispute. 14. Acknowledgment of Independent Representation. Each Party understands and acknowledges that it is represented only by its own attorneys in the Litigation, and that nothing in this Agreement creates an attorney -client relationship between such Party and the attorney for any other Party. While attorneys representing a Party have a duty to preserve the confidentiality of Privileged Information disclosed to them pursuant to this Agreement, such attorneys will not be acting for anyone other than their respective client or clients in doing so. The attorneys representing a Party owe duties, including the duties of care and loyalty, only to their respective client or clients, and nothing in this Agreement creates any duties between a Party and counsel for any other Party. 15, Entire Agreement; Amendments. This Agreement represents the entire agreement of the Parties in connection with the subject matter hereof and may be modified only in writing agreed to by all Parties. Page 7 of II 16. Authority. The signatories hereto represent and warrant that they have been duly authorized to enter into this Agreement by the Party on whose behalf it is indicated that the person is signing and, by such signature, to bind such Party to the Agreement. 17. Captions. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement. 18. Effective Date; Termination. This Agreement shall become effective as of the date first above written and shall exist in perpetuity unless it is terminated upon written notice by any Party or upon the resolution of the Litigation. Nevertheless, the Parties agree that privileged communications occurred before formalizing this Agreement, including communications that occurred leading up to and following the Project Approval on October 10, 2022, are and will continue to be protected under the common interest doctrine. The confidentiality obligations and use limitations of the Parties with respect to Privileged Information previously exchanged shall remain in full force and effect, without regard to whether this Agreement is terminated or whether any particular action is terminated by final judgment or settlement. In the event any Party settles or is otherwise dismissed from the Litigation, or for any other reason ceases to participate in this Agreement, such Party shall be obligated to continue to preserve the confidentiality of Privileged Information and any and all privileges pertaining to Privileged Information as though the Party were still part of the joint defense arrangement. The Parties agree that, in the event any Party determines that it no longer has, or no longer will have, mutuality of interest in a joint defense for any reason, including but not limited to a conflict of interest between the Parties, that Party will promptly notify the other Parties of its intent to withdraw from this Agreement. A written notice of termination shall constitute a termination of this Agreement, provided, however, that no such termination shall affect or impair the obligations of confidentiality and privilege with respect to Privileged Information previously furnished pursuant to this Agreement. Any Party so withdrawing will immediately return all copies of any written materials provided. 19. Reservation of Rights and Claims. The Parties waive any right to seek disqualification of any other Party's attorney based on that attorney's receipt of confidential or Privileged Information subject to this Agreement which was received while this Agreement was in effect. The Parties agree that the existence of this Agreement shall not be disclosed or used offensively or defensively in any proceeding involving the Litigation (except that this Agreement may be disclosed or used by any Party hereto in any proceeding to maintain and protect, consistent with the intent of this Agreement, the confidentiality of all Privileged Information); nor will any Party claim that any counsel to a Party is disqualified from any proceeding by reason of this Agreement or the sharing of Privileged Information under this Agreement. 20. Indenendent Prosecution or Defense. Nothing in this Agreement shall limit or interfere with the right and ability of a Party to conduct its own independent prosecution or defense of matters relating to the Litigation and the claims therein, including filing appropriate motions, conducting separate and independent discovery, entering into individual settlements, or otherwise engaging in pretrial procedures for the benefit of the Party, albeit Real Party's obligation to indemnify the City is contingent on the City's cooperation in the defense of the Litigation and the Project Approvals. Page 8 of 11 21. Confidentiality. The Parties and their attorneys each agree to keep confidential the existence of, and the terms of, this Agreement except to the extent required to enforce its provisions or as required by the Ralph M. Brown Act, the California Public Records Act, or any other applicable law or statute. 22. Severability. In the event that any covenant, condition or other provision of this Agreement is held to be invalid, void or illegal by a court of competent jurisdiction, it shall be deemed severable from the remainder and shall in no way affect, impair or invalidate any other covenant, condition or provision of this Agreement. 23. Supplementary Activity. The Parties agree to cooperate fully and to execute any and all reasonable supplementary documents and to take all additional reasonable actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement, and which are not inconsistent with its terms. 24. Remedies. Breach of this Agreement by unauthorized disclosure will cause irreparable harm for which there is no legal remedy, thereby entitling the other Party to seek injunctive or equitable relief, including, without limitation, specific performance of this Agreement or an injunction against breach of this Agreement. 25. Attorneys' Fees; Venue: In the event that either Party shall commence any legal action or proceeding to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorneys' fees. The venue for any litigation shall be Orange County. In the event of any asserted ambiguity in, or dispute regarding, the interpretation of any matter herein, the interpretation of this Agreement shall .not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the drafting party. This Agreement shall be governed by and interpreted under the laws of the State of California. 26. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, successors -in -interest, assigns or affiliates of the Parties. 27. Consultants. This Agreement shall apply to any and all consultants retained by each of the Parties and to each Party's legal counsel. 28. Notices. All notices and demands of any kind which any Party may require or desire to serve on the other in connection with this Agreement must be served in writing either by personal service or by registered or certified mail, return receipt requested, and shall be deposited in the United States mail, with postage thereon fully prepaid, and addressed to the Party so to be served as follows: To The City: To Real Party: City Manager City Santa Ana [insert gontact i or}natignj �� lr ill i t of 20 Civic Center Plaza ( PA(L VON—J Santa Ana, CA 92701 Jt C With a copy to: With a copy to: City Clerk insert contact information Page 9 of 11 City of Santa Ana 20 Civic Center Plaza f [4vr' b. � r U c� Santa Ana, CA 92701 Executive DirectorI Planning and Building Agency City of Santa Ana �d n A Q� �� `kN of 20 Civic Center Plaza Santa Ana, CA 92701 t �y j -1 q - � -- Jt q 13 City Attorney 20 Civic Center Plaza Santa Ana, CA 92701 29. Counterparts and Facsimile Signatures. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute the agreement of the Parties. Facsimile and email transmitted copies of signed counterparts of this Agreement shall be deemed as authentic and valid as an original of this Agreement. 30. No Admissions. Nothing contained in this Agreement shall be construed to constitute an admission of any liability on the part of any Party with respect to the Litigation or any issues or claims related thereto, or other matters associated therewith. Page 10 of 11 )v6) N-2023-152 IN WITNESS WHEREOF, the Parties have executed this Joint Nondisclosure, Indemnity and Litigation Defense Agreement on the date first set forth above. CITY OF SANTA ANA, a municipal Garry Owners, LLC corporation, and CITY COUNCIL OF THE CITY OF SANTA ANA By: Kristine Ridge, City Manager By:--� Name: Title: Mazpi Date: By: Aennife"CdClerk Date: Greenlaw Partners; LL-C By: Name: Peti tea t r t l Title: APPROVED AS TO FORM: APPROVED AS TO FORM: By: SONIA R. CARVALHO City Attorney By: j�o. !W �ti.+�K� John M. Funk Date: Chief Assistant City Attorney Date: Page 11 of 11