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HomeMy WebLinkAboutItem 18 - Pension Dept Refinancing Bound Counsel, Disclosure Councel and Court Validation Services Finance and Management Services https://www.santa-ana.org/finance Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 16, 2021 TOPIC: Pension Debt Refinancing Bond Counsel, Disclosure Counsel and Court Validation Services AGENDA TITLE: Approve Agreement with Stradling Yocca Carson & Rauth for Pension Debt Refinancing Bond Counsel, Disclosure Counsel and Court Validation Services RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Stradling Yocca Carson & Rauth for legal services related to pension debt refinancing, for an amount not to exceed $154,500 including a contingency of $35,000 for the period February 16, 2021 through August 16, 2022 with an option to extend for up to one year subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On February 2, 2021, the City Council directed staff to propose a contract for bond and validation counsel services necessary to begin the court validation process to refinance the City’s existing pension debt. The City’s Financial Advisor, Urban Futures, Inc. (UFI) in conjunction with staff requested proposals from five (5) law firms providing municipal bond counsel and validation services (Exhibit 1). The City received four proposals (listed in order of lowest cost to highest cost): 1. Orrick, Herrington & Sutcliffe LLP (“Orrick”) 2. Stradling Yocca Carson & Rauth (Exhibit 2) 3. Jones Hall 4. Norton Rose Fulbright US LLP Pension Debt Refinancing Bond Counsel, Disclosure Counsel and Court Validation Services February 16, 2021 Page 2 4 4 1 Rank Bidders Name Location Base Bid + Alternate Bid Bond Counsel Validation Counsel Not to Exceed Expenses Fee Total 1 Stradling Yocca Carlson & Rauth Newport Beach $75,000 $20,000 $4,500 $99,500 2 Orrick Herrington & Sutcliffe LLP Los Angeles $45,000 $15,000 $2,000 $62,000 3 Jones Hall San Francisco $147,500 $10,000 n/a $157,500 4 Norton Rose Fulbright San Francisco $125,000 $25,000 n/a $150,000 Staff recommends engaging Stradling, as they are located in Orange County and have extensive experience with the Orange County Superior Court, which is vital to managing the court validation process expeditiously. Orrick’s fees were marginally lower, but they did not have the same level of Orange County experience and were not willing to indemnify the City. Jones Hall and Norton Rose Fulbright’s cost proposals were significantly higher and did not have the same level of Orange County experience as Stradling. The following table summarizes the cost of services proposed by Stradling: Service Contingent on Bond Issuance Paid from Bond Proceeds Cost Court Validation Process (Validation Counsel) No If bonds issued, then yes. Otherwise no. $20,000 Out of Pocket Expenses No If bonds issued, then yes. Otherwise no. $4,500 Contingency for unusual circumstances No If bonds issued, then yes. Otherwise no. $35,000 Bond Counsel Yes Yes $75,000 Disclosure Counsel Yes Yes $20,000 Contract Maximum $154,500 The contingency may be necessary if there is a third-party complaint to the court validation process or other unusual circumstances. Stradling will charge hourly rates Pension Debt Refinancing Bond Counsel, Disclosure Counsel and Court Validation Services February 16, 2021 Page 3 4 4 1 ranging from $350-$600 in such circumstances. At this time, staff recommends a contract contingency for thirty-five thousand ($35,000). Furthermore, staff recommends engaging Stradling as Disclosure Counsel in addition to the above-referenced legal services to achieve economies of scale related to price and diligence during the development of the bond documents. Next Steps If the City Council approves the agreement, staff will return in April 2021 with a proposed resolution to authorize the court validation process. That process may take up to six (6) months. The financing team will prepare bond documents concurrently, to allow the City to sell bonds as soon as possible once the court validation process is complete. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of this agreement will not immediately trigger a fiscal impact. Fees incurred by the City are based if the debt issuance is completed or not as follows: Debt Issuance is not completed: If City Council subsequently adopts a resolution to authorize the court validation process and the City does not complete the debt issuance, it will incur fees of up to $59,500, which includes the validation services, out-of-pocket expenses and contract contingency. In that case, staff will request a budget adjustment for $59,500 during either the current (FY 2020-21) or upcoming (FY 2021-22) fiscal year within Finance / Management and Support – Contract Professional Services Account (01110100-62300). Debt Issuance is completed: If City Council authorizes issuance of bonds and completes the debt issuance, fees up to $154,500 will be paid directly from bond proceeds. EXHIBIT(S) 1. Request for Proposal No 20-160 (Bond and Validation Counsel Services for Pension Obligation Bonds 2. Response to RFP No. 20-160 – Stradling Yocca Carlson & Rauth 3. Agreement with Stradling Yocca Carlson & Rauth Submitted By: Kathryn Downs, Executive Director Finance and Management Services Approved By: Kristine Ridge, City Manager REQUEST FOR PROPOSALS (RFP) NO. 20-160 FOR BOND AND VALIDATION COUNCEL SERVICES FOR PENSION OBLIGATION BONDS CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY Kathryn Downs Executive Director & City Treasurer of Finance & Management Services Agency Phone: (714) 647-5422 Email: kdowns@santa-ana.org KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Friday, December 18, 2020 Deadline for Questions about RFP Friday, January 1, 2021 Proposal Due Date: Friday, January 8, 2021, by 4:00 P.M. Firms Notified of Interview (if needed): Thursday, January 12, 2021 Interviews: January 20-21, 2021 Projected Award Date : Tuesday, February 16, 2021 EXHIBIT 1 CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 2 of 26 RFP NO. 20-160 FOR BOND AND VALIDATION COUNCEL SERVICES FOR PENSION OBLIGATION BONDS TABLE OF CONTENTS PAGE 1) INTRODUCTION 3 2) PROJECT PURPOSE 3 3) SCOPE OF SERVICES 3 4) TERM OF AGREEMENT 3 5) RFP SCHEDULE OF EVENTS 4 6) RESPONSE TO RFP 4 7) SELECTION PROCEDURES & CRITERIA 8 8) WITHDRAWALS 8 9) PROTESTS 9 10) GENERAL TERMS AND CONDITIONS 9 11) AWARD OF AGREEMENT 14 12) IMPLEMENTATION 14 EXHIBIT A – SAMPLE AGREEMENT 14 ATTACHMENT A – REFERENCES 21 ATTACHMENT B – PROPOSER’S STATEMENT 22 ATTACHMENT C – NON-COLLUSION AFFIDAVIT 23 ATTACHMENT D – NON-LOBBYING CERTIFICATION 24 ATTACHMENT E – NON-DISCRIMINATION CERTIFICATION 25 CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 3 of 26 I. INTRODUCTION The City of Santa Ana (City) provides its employees with pension benefits through the California Public Employees’ Retirement System (CalPERS). The City’s CalPERS liability has increased dramatically over the past few years, increasing to $709.9 million as of the most recent valuation, June 30, 2019. Urban Futures, Inc., (UFI) was hired to work with City staff in evaluating potential funding solutions and developing a recommendation strategy to address the UAL. The City has developed a comprehensive management plan, which considers multiple options, including the sale of Pension Obligation Bonds (POBs). II. PROJECT PURPOSE The City of Santa Ana (the City) is currently accepting proposals from interested bond and validation counsel firms in connection with the potential issuance of 2021 Pension Obligation Bonds (2021 POBs). The City is interested in retaining one firm to provide both validation and bond counsel services, which are expected to be sized to fund a portion of the UAL - approximately $709.9 million. III. SCOPE OF SERVICES The City of Santa Ana is soliciting proposals from qualified firms to serve as the City’s bond and validation counsel in connection to the issuance of pension obligation bonds and intends to award a professional services contract for the defined scope of work detailed in this Request for Proposal. The firm selected as bond and validation counsel will be required to have the capabilities to perform the following services including, but not limited to:  Provide necessary legal documents related to the financing and validation.  Participating in meetings (presentations) to the City Council, City Staff, and court if necessary.  Assisting in the review of the official statement (OS) and disclosure documents.  Participating in the rating strategy and credit package for submittal to the rating agency(s) for the proposed issue.  Providing assistance in closing the bond issue. The above list is not meant to constitute an exhaustive list of duties. The awarded Firm may be called upon to provide other services not identified here in connection with a particular transaction. In addition, the City expects bond counsel, to conduct such review as is necessary to attain a reasonable basis for belief in the accuracy and completeness of the key representations in the Official Statement. IV. TERM OF AGREEMENT The term of the agreement is for two (2) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for up to two (2) additional one-year term, contingent upon direction of the City Manager. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 4 of 26 V. RFP SCHEDULE OF EVENTS Schedule below is tentative and subject to change at discretion of City, with appropriate notice to prospective Proposers. Issue Date: Friday, December 18, 2020 Deadline for Questions about RFP Friday, January 1, 2021 Proposal Due Date: Friday, January 8, 2021, by 4:00 P.M. Firms Notified of Interview (if needed): Thursday, January 14, 2021 Interviews (via Zoom): January 20-21, 2021 Projected Award Date : Tuesday, February 16, 2021 VI. RESPONSE TO RFP A. SUBMITTAL INSTRUCTIONS (ELECTRONIC SUBMITTAL ONLY) The Proposal shall be delivered electronically by 5:00pm on January 8, 2021, to the following email address: michaelb@urbanfuturesinc.com. Proposals may be withdrawn by the Bidder only prior to the RFP due date and time. B. ELECTRONIC SUBMISSIONS CARRY FULL FORCE AND EFFECT The bidder, by submitting its electronic proposal, acknowledges that doing so carries the same force and full legal effect as a paper submission with a longhand (wet) signature. C. QUESTIONS Questions regarding this RFP shall be submitted via e-mail by January 1, 2020, to michaelb@urbanfuturesinc.com. Answers to RFP questions/inquiries will be distributed. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum. Any resulting addenda wil be distributed. E. UNDERSTANDING THE REQUEST FOR PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 5 of 26 exceptions to the terms and conditions set forth in the Contract Document should be clearly noted in each Proposer’s proposal. F. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Dividers and clear organization of content and material are encouraged. Proposals shall not exceed 5 pages, not including the cover letter and any addenda. Type size and margins for text pages should be in keeping with accepted standard formats for desktop publishing and processing. Proposals submitted in response to this RFP shall be in the following order and shall include: 1. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. Please answer the following questions in the cover letter. a) Has your firm and/or any of its principals ever been the subject of any investigation relating to the municipal industry by the SEC, NASD, NYSE or any other State or Federal organization that oversees, regulates, licenses or is otherwise responsible for the municipal industry? b) Has your firm and/or any of its principals ever been involved in any litigation, arbitration, disciplinary or other actions arising from the firms’ counsel services? c) Please list any potential conflicts of interest your firm may have in acting as counsel or placement agent for the City. 2. Firm Overview Provide a brief overview of your firm, and the resources dedicated to the municipal bond sector (1 page). 3. Pension Experience Briefly elaborate on your firm’s experience providing bond and validation counsel services on Pension Obligation Bonds or refinancing unfunded pension liabilities. List the individuals who would work on the proposed financing. Include the role, responsibilities, relevant experience with POB financings (resumes may be attached as an Appendix. Indicate the primary or day-to-day banker and their contact information. 4. Cost Proposal Include your not-to-exceed fee and detailed out-of-pocket expenses for bond and validation counsel services assuming a $709.9 million POB, with 10-year call and maximum 25-year maturity. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 6 of 26 5. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Standard Agreement attached as as Exhibit A of this RFP. 6. Certifications (ATTACHMENTS) The following forms, included in this RFP, shall be signed and included as part of the proposal submittal package:  Attachment A: References  Attachment B: Proposer’s Statement  Attachment C: Non-Collusion Affidavit  Attachment D: Non-Lobbying Certification  Attachment E: Non-Discrimination Certification 7. References Contractor shall provide three (3) references from public agency customers for which similar services specified in this RFP have been performed. Use Attachment A – References to provide this informationThe respondent grants permission for the City to contact any individuals listed as references. City may disqualify a Proposer if:  References fail to substantiate Proposer’s description of services and deliverables provided; or  References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or  City is unable to reach the point of contact with reasonable effort. It is the Proposer’s responsibility to inform the point of contact(s) of normal City working hours. Information provided by the City is solely for the purpose of conducting rererence checks and shall not be disclosed to any third party without the City's written permission. 8. Evidence of Financial Capacity Proposer may be requested to submit its most recent audited financial statement, evidencing Proposer’s financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity. 9. Insurance The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award. Contractor must maintain, for the duration of its contract, insurance coverages as required by the City. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 7 of 26 Subcontractors must comply with the City’s insurance requirements as stated herein. Primary Contractor shall not allow any Subcontractor to commence work until all insurance required of Subcontractor is obtained. Additionally, Contractor shall provide the following insurance coverage: A warrant that the firm maintains a prudent amount of errors and omissions insurance that covers negligent acts and is applicable to the work requested in this RFP. Work on the contract shall not begin until after the awarded Contractor has submitted acceptable evidence of the required insurance coverages. VII. SELECTION PROCEDURES & CRITERIA A. The City will establish a proposal review committee, consisting of Finance staff designated by the Executive Director of Finance and Management Services. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. B. Proposers will be ranked by Finance staff based on the following criteria:  Experience with POB Transactions, including validation actions  Cost Proposal  Overall Quality of Response  Response to Interview Questions (if needed) Proposals are evaluated to determine which firms are best qualified, and their proposals are within a competitive range. Discussions and negotiations may then be carried out with proposer(s) within the competitive range. A final score will be calculated for each submitted proposal and used to rank Proposers. The City is under no obligation to accept any proposal and reserves the right to negotiate. C. The City shall not be obligated to accept the lowest priced proposal, but will make an award in the best interests of the City of Santa Ana after all factors have been evaluated. The City will select counsel based upon staff/advisor evaluation and recommendation, which will then be submitted to the City Council for approval. D. The City reserves the right to disqualify a proposal based on any detailed cost estimate with mathematical or clerical errors, inconsistencies, or missing information that prevents the City from fully evaluating the proposal. The City, but is not required to, seek clarification from a firm regarding information in a proposal. Errors and ambiguities in proposals will be interpreted in favor of the City. . VIII. WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer’s representative may withdraw the CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 8 of 26 proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. IX. PROTESTS Proposers may file a “protest” to an RFP with the City’s Purchasing Department. In order for a Bidder’s protest to be considered valid, the protest must: 1. Be filed in writing within five (5) business days of either the RFP issued date or before 5:00 p.m. of the 5th business day following the posting of Bid Results/Notice of Intent to Award Contract on the City’s website; 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City’s Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision from the Purchasing Manager, or her/her designee, is final and no further appeals will be considered. X. GENERAL TERMS AND CONDITIONS By submitting an electronic proposal, the bidder certifies that the bidder has thoroughly examined and understands the Request for Proposals, and that by submitting its bid electronically, the bidder acknowledges, agrees to, and is bound by its bid. Alternatives which do not substantially comply with the City's specifications will not be considered. Conditional proposals cannot be accepted. Additioanally Proposer accepts the Terms and Conditions of this RFP as described below: A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 (“ADA”), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. B. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 9 of 26 The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. Proposals may be rejected if they show any alterations of form, additions not called for, conditional or alternative bids, incomplete bids, erasures, or irregularities of any kind. The right is reserved to reject all proposals. C. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. D. CONTRACTOR’S EXPENSE Pre-Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre-contractual expenses are not to be included in the cost proposal. Pre- contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. E. CONTRACTOR’S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor’s proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 10 of 26 factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor’s personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor’s personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. Criminal Background Certification: Contractor certifies that all employees working on this contract have had a criminal background check at Contractor’s cost and that said employees are clear of any sexual and drug-related convictions. Contractor further certifies that all employees hired by Contractor or Subcontractor shall be free from any felony convictions. City reserves the right to require Contractor to pay fingerprinting fees for personnel assigned to work in sensitive areas. F. COST PROPOSAL The price and amount of the Cost Proposal/Fee Schedule must have been arrived at independently and without consultation, communication, agreement or disclosure with or to any other Subcontractor, Proposer or prospective Proposer. Prices offered by Proposers in their proposals are an irrevocable offer for the term of the contract and any contract extensions. The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. G. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. H. DRUG-FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 11 of 26 I. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager’s attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. J. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in Exhibit A in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. K. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of sub-consultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub-consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. L. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers’ compensation or other fringe benefits of any kind through City. M. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 12 of 26 performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. N. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor’s proposal, and the awarded Contractor’s proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. O. PROJECT MANAGER The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. P. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer’s Proposal must be valid for a period of 90 days at minimum after the submission of the Proposal. Q. PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor’s acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. R. PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. S. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor’s obligations. Any Subcontractor CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 13 of 26 proposed after award of contract must be approved by the City before commencement of work. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XI. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. EXECUTION OF AGREEMENT A standard agreement is included as Exhibit A of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. XII. IMPLEMENTATION The City will select counsel based upon staff/advisor evaluation and recommendation, which will then be submitted to the City Council for approval. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 14 of 26 THIS AGREEMENT is made and entered into on this day of , 2020 by and between ___________________________________________________________, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. On January __, 2020, the City issued Request for Proposal No. 20-XXX, by which it sought proposals from qualified firms to provide ________________________ in accordance with B. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services described in the scope of services that was included in RFP No. 20-XXX C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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. SCOPE OF SERVICES Consultant shall perform those services as collectively describe in Exhibit A, the scope of services that was included in RFP No. 20-XXX, and Exhibit B, Consultant’s proposal dated ______, 2020, both of which are attached and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $________ during the intial term of this Agreement. This amount is comprised of (1) the sum of $________ and (2) a 10% contingency of up to $______ for services as may be performed by Consultant at the sole discretion of City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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. 3. TERM This Agreement shall commence on [enter a Start Date or “the date first written above”] and terminate on ________, unless terminated earlier in accordance with Section 14 below. The term of this Agreement may be extended for two additional (2) one-year periods upon a writing executed by the City Manager and the City Attorney. EXHIBIT A SAMPLE AGREEMENT CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 15 of 26 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker’s Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than $1,000,000 per accident. CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 16 of 26 d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. v. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses 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 Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 17 of 26 pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Kathryn Downs Executive Director Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-xx) P.O. Box 1988 Santa Ana, California 92702 City Attorney’s Office City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 18 of 26 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, any 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 fax, 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 Consultant, 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 Consultant. 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 Consultant 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 party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION The City may, by written notice stating the extent and effective date, terminate any resulting order for convenience in whole or in part, at any time prior to the sale of bonds. The City shall NOT pay the Firm any compensation for work performed prior such termination, except for validation- related expenses. In no event shall the City be liable for any loss of profits on the resulting order or portion thereof so terminated.   15. NONDISCRIMINATION Consultant 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 First & Last Name Title Consultant Firm Name Address City, State, Zip CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 19 of 26 recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms 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. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. A City of Santa Ana Business License is NOT required upon award. 18. MISCELLANEOUS PROVISIONS a. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: CONSULTANT: SONIA R. CARVALHO City Attorney By: Assistant City Attorney   (name) (title) Tax ID#   CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 20 of 26 RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency SAMPLE ONLY CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 21 of 26 List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name:___________________________ Contact Individual: ____________________________ Address: _________________________________ Phone Number: ______________________________ ________________________________ Facsimile Number: ____________________________ Contract Amount: __________________________ Year: ______________________________________ Description of supplies, equipment, or services provided: ________________________________________________________________________________________ Reference Customer Name:___________________________ Contact Individual: ____________________________ Address: _________________________________ Phone Number: ______________________________ ________________________________ Facsimile Number: ____________________________ Contract Amount: __________________________ Year: ______________________________________ Description of supplies, equipment, or services provided: ________________________________________________________________________________________ Reference Customer Name:___________________________ Contact Individual: ____________________________ Address: _________________________________ Phone Number: ______________________________ ________________________________ Facsimile Number: ____________________________ Contract Amount: __________________________ Year: ______________________________________ Description of supplies, equipment, or services provided: ________________________________________________________________________________ THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. ATTACHMENT A REFERENCES CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 22 of 26 Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm________________________________________________________________________________ Signed and Printed Name: ______________________________________________________________ Title ________________________________________________________________________________ Date _______________________________________________________________________________ THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. ATTACHMENT B PROPOSER’S STATEMENT CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 23 of 26 (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above noncollusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed____________________________________________________________________________ State of California, County of __________________________________________________________ Subscribed and sworn to (or affirmed) before me on this________ day of_____________, 20____, by ________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ________________________ Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. ATTACHMENT C NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 24 of 26 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. ATTACHMENT D NON-LOBBYING CERTIFICATION CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 25 of 26 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. ATTACHMENT E NON-DISCRIMINATION CERTIFICATION CITY OF SANTA ANA RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 26 of 26 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date:                                             THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.   EXHIBIT 2 EXHIBIT 3 Kathryn Downs (Feb 8, 2021 12:44 PST) Stradling Yocca_ Legal Services Agreement 4831-7382-2682 _signed Stradling and CAO Final Audit Report 2021-02-08 Created: By: 2021-02-08 Kristin Andrade (kandrade@santa-ana.org) SignedStatus: Transaction ID:CBJCHBCAABAAPnHP1UaMkqOXfnXvlgGB8orWHYJ3pbaa "Stradling Yocca_ Legal Services Agreement 4831-7382-2682 _ signed Stradling and CAO" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2021-02-08 - 8:19:02 PM GMT- IP address: 98.153.69.210 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2021-02-08 - 8:19:23 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2021-02-08 - 8:44:26 PM GMT- IP address: 108.240.154.229 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2021-02-08 - 8:44:37 PM GMT - Time Source: server- IP address: 108.240.154.229 Agreement completed. 2021-02-08 - 8:44:37 PM GMT