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HomeMy WebLinkAboutItem 13 - Risk Management Legal Services Agreements Human Resources www.santa-ana.org/HR Item # 13 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 16, 2026 TOPIC: Risk Management Legal Services Agreements AGENDA TITLE Approve Legal Services Agreements with (1) Atkinson, Andelson, Loya, Ruud & Romo, APLC; (2) Carpenter, Rothans & Dumont, LLP; (3) Everett Dorey, LLP; (4) Hanson Bridgett, LLP; and (5) O'Hagan Meyer LLP (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute legal service agreements for a maximum amount not to exceed $4,050,000 with the following (Core Agreement No. A-2026-XXX): 1. Atkinson, Andelson, Loya, Ruud, & Romo, APLC, for the period of July 1, 2026 through June 30, 2029, in the amount of$500,000; 2. Carpenter, Rothans & Dumont, LLP for the period of July 1, 2026 through June 30, 2029 in the amount of $1,500,000; 3. Everett Dorey, LLP for the period of July 1, 2026 through June 30, 2029 in the amount of$1,000,000; 4. Hanson Bridgett, LLP for the period of July 1, 2026 through June 30, 2028 in the amount of$300,000; and 5. O'Hagan Meyer LLP for the period of June 16, 2026 through June 30, 2029, 2029 in the amount of$750,000. GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION In an effort to increase efficiency and streamline approvals for contract services related to ongoing legal services, Risk Management is submitting this omnibus staff report for approval of five (5) legal services agreements. Each agreement supports ongoing operations for various issues including labor and employment law, police litigation defense, and general liability. The agreements are for services with the following law firms and in the amounts noted below: Risk Management Legal Services Agreements June 16, 2026 Page 2 (1) Atkinson, Andelson, Loya, Ruud & Romo, APLC ("AALRR"). The legal services agreement with AALRR is set at a not-to-exceed amount of$500,000 for the term of July 1, 2026 through June 30, 2029, with an option to extend the agreement for up to an additional one-year, for legal services in the area of employment law. In 2018, the City Attorney's Office selected AALRR to represent the City due to its decades of experience in representing public entity clients in all aspects of labor and employment matters. The new agreement will allow AALRR to continue to provide ongoing services to the City Attorney's Office, as necessary. (2) Carpenter, Rothans & Dumont, LLP ("CRD"). The legal services agreement with CRD is set at a not-to-exceed amount of$1,500,000 for the term of July 1, 2026 through June 30, 2029, with an option to extend the agreement for up to an additional one-year, for legal services in the area of police litigation defense and general liability. Since 2006, CRD has provided legal services to the City, specializing primarily in police litigation defense services in both federal and state court with an emphasis on civil rights matters involving public safety employees. CRD has also represented the City in complex dangerous condition of public property cases. The new agreement will allow CRD to continue to provide ongoing services to the City Attorney's Office, as necessary. (3) Everett Dorey, LLP. The legal services agreement with Everett Dorey, LLP is set at a not-to-exceed amount of$1,000,000 for the term of July 1, 2026 through June 30, 2029, with an option to extend the agreement for up to an additional one-year, for legal services related to labor and employment. Everett Dorey is a full service civil litigation firm that has provided legal services to the City since 2022. Everett Dorey is a California based-law firm that has over 50 attorneys who have successfully defended the City and other public entities, including the City of Costa Mesa, City of Orange, City of Los Angeles, and the City of Buena Park, among others. The firm's expertise includes cases ranging from sober living issues, labor and employment, personal injury and wrongful death, environmental issues, mass tort, and discrimination cases. The new agreement will allow Everett Dorey LLP to continue to provide ongoing services to the City Attorney's Office, as necessary. (4) Hanson Bridgett, LLP. The legal services agreement with Hanson Bridgett, LLP is set at a not-to-exceed amount of $300,000 for the term of July 1, 2026 through June 30, 2028, with an option to extend the agreement for up to an additional one-year, for labor and employment legal services. Hanson Bridgett, LLP has vast expertise, resources, and a staff of over 200 attorneys across the State and legal network/alliance memberships, both national and international, to meet the City's goals. In addition to being well-versed in all stages of the litigation process, Hanson Bridgett's expertise includes municipal law, labor and employment, as well as conducting internal investigations. The firm has extensive experience representing public agencies, including the City of Beverly Hills Police and Fire Departments, City of Anaheim, and City of Alhambra Police Department, Risk Management Legal Services Agreements June 16, 2026 Page 3 among others. The new agreement will allow Hanson Bridgett LLP to continue to provide ongoing services to the City Attorney's Office, as necessary. (5) O'Hagan Meyer LLP. The legal services agreement with O'Hagan Meyer LLP is set at a not-to-exceed amount of $750,000 for the term of June 16, 2026 through June 30, 2029, with an option to extend the agreement for up to an additional one-year, for legal services related to specialized labor and employment cases. O'Hagan Meyer LLP is a national law firm based in Chicago but with offices throughout the United States including locations in Newport Beach, Hermosa Beach, downtown Los Angeles, and Woodland Hills. O'Hagan Meyer specializes in all types of litigation. The firm's labor and employment attorneys routinely defend employers against claims, including matters in both federal and state courts throughout the nation. O'Hagan Meyer has been representing the City since 2023 in ongoing employment litigation cases in Orange County Superior Court. The new agreement will allow O'Hagan Meyer to continue to provide ongoing services to the City Attorney's Office, as necessary. The City Attorney's Office has reviewed each of the agreements and concurs with the staff recommendation. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds, as detailed below, are available in the budgeted amounts for FY 2025-2026 and 2026-27, and will be budgeted in future fiscal years as follows, subject to City Council approval: Atkinson, Andelson, Loya, Ruud & Romo, APLC Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 08009051-64050 Liability & Property $200,000 Ins. Fund, Losses Paid FY 2027-28 08009051-64050 Liability & Property $200,000 Ins. Fund, Losses Paid FY 2028-29 08009051-64050 Liability & Property $100,000 Ins. Fund, Losses Paid Total: $500,000 Risk Management Legal Services Agreements June 16, 2026 Page 4 Carpenter, Rothans & Dumont, LLP Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 08009051-64050 Liability & Property $500,000 Ins. Fund, Losses Paid FY 2027-28 08009051-64050 Liability & Property $500,000 Ins. Fund, Losses Paid FY 2028-29 08009051-64050 Liability & Property $500,000 Ins. Fund, Losses Paid Total: $1,500,000 Everett Dorey, LLP Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 08009051-64050 Liability & Property $700,000 Ins. Fund, Losses Paid FY 2027-28 08009051-64050 Liability & Property $250,000 Ins. Fund, Losses Paid FY 2028-29 08009051-64050 Liability & Property $50,000 Ins. Fund, Losses Paid Total: $1,000,000 Hanson Bridgett, LLP Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 08009051-64050 Liability & Property $200,000 Ins. Fund, Losses Paid FY 2027-28 08009051-64050 Liability & Property $100,000 Ins. Fund, Losses Paid Total: $300,000 Risk Management Legal Services Agreements June 16, 2026 Page 5 O'Hagan Meyer Fiscal Year Accounting Unit- Account Amount Account # Description FY 2025-26 08009051-64050 Liability & Property $80,000 Ins. Fund, Losses Paid FY 2026-27 08009051-64050 Liability & Property $550,000 Ins. Fund, Losses Paid FY 2027-28 08009051-64050 Liability & Property $75,000 Ins. Fund, Losses Paid FY 2028-29 08009051-64050 Liability & Property $45,000 Ins. Fund, Losses Paid Total: $750,000 EXHIBIT(S) 1. Legal Services Agreement with Atkinson, Andelson, Loya, Ruud & Romo, APLC 2. Legal Services Agreement with Carpenter, Rothans & Dumont, LLP 3. Legal Services Agreement with Everett Dorey, LLP 4. Legal Services Agreement with Hanson Bridgett, LLP 5. Legal Services Agreement with O'Hagan Meyer LLP Submitted By: Lori Schnaider, Executive Director of Human Resources Sonia R. Carvalho, City Attorney Approved By: Alvaro Nunez, City Manager LEGAL SERVICES AGREEMENT WITH ATKINSON, ANDELSON, LOYA, RUUD & ROMO, APLC This AGREEMENT, made and entered into this 16TH day of June, 2026, by and Atkinson, Andelson, Loya, Ruud & Romo, APLC., a Professional Law Corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. City and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City, for administrative and litigation related matters by a firm with specialized expertise. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice and legal review on a case-by-case basis when urgent matters arise in relation to personnel, police or general liability to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform,in a timely and efficient manner,all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as payment in full for all services according to the following: Partners/Of Counsel will be billed at the rate of$400 to $495 an hour(depending on years of experience); Associates will be billed at the rate of$300 to $380 an hour(depending on years of experience); and Paralegals will be billed at the rate of$225 an hour. Time will be billed in 1/10th of an hour increments. If the City requests that Attorney staff transcribe interviews,this service will be billed at$80 per hour. b. Upon written confirmation from the City Attorney,Attorneys and the City may amend hourly rates at amounts which will not cause an increase to the overall compensation detailed in Section 2.c, below. Any increase to the total not-to-exceed amount in Section 2.c is subject to approval by the City Council for the City of Santa Ana. C. The total sum to be expended under this Agreement, shall not exceed $500,000 including any extension periods 57195316.1/006085.00810 1 d. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. ii. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts,and then seek reimbursement from the City. V. Attorneys agree to seek written authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed,dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for 2 summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the July 1, 2026 and terminate on June 30, 2029, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession,with limit no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3 e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available,through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than AN11, unless otherwise acceptable to the City. i. Claims Made Policies-If any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 4 ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attomey's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of 5 confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect,that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid,or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Irma Rodriguez Moisa, Esq. Atkinson, Andelson, Loya, Ruud & Romo, APLC 12800 Center Court, Ste. 300 Cerritos, CA 90703 Facsimile: (562) 653-3333 A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender,demand,delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail,communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine,addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative 6 of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,marital status,sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,promotion,termination or other employment related activities or any services provided under this Agreement.Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City frilly, 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. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. 7 Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: ATKINSON, ANDELSON, LOYA, RUUD SONIA R. CARVALHO & ROMO, ALPC City Attorney By: ---- By: � Tamara Bogosian Irma Rodriguez Moisa, Esq. Senior Assistant City Attorney Partner 8 LEGAL SERVICES AGREEMENT WITH CARPENTER, ROTHANS & DUMONT, LLP This AGREEMENT,made and entered into this 16TH day of June,2026,by and Carpenter,Rothans & Dumont,LLP., a limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California("City"). RECITALS A. City desires to employ Attorneys to assist the in-house attorneys for the City("City Attorney") in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability,personnel and police matters,and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City,for general advice and legal review on a case-by-case basis when urgent matters arise in relation to personnel, police or general liability to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform,in a timely and efficient manner,all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as payment in full for the foregoing services at the rate of$325 an hour for partners/associates and$100 an hour for Paralegals. Time will be billed in 1/10th of an hour increments. b. Upon written confirmation from the City Attorney,Attorneys and the City may amend hourly rates at amounts which will not cause an increase to the overall compensation detailed in Section 2.c, below. Any increase to the total not-to-exceed amount in Section 2.c is subject to approval by the City Council for the City of Santa Ana. C. The total sum to be expended under this Agreement, shall not exceed S1,500,000 including any extension periods d. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. 1 L In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. ii. The City will not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts,and then seek reimbursement from the City. V. Attorneys agree to seek written authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed,dates and number of hours, and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 2 6. TERM The term of this Agreement shall commence on the July 1, 2026 and terminate on June 30, 2029, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liabilitv (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code I (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession,with limit no less than$21,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations 3 performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.Best's rating of no less than A:VII, unless otherwise acceptable to the City. i. Claims Made Policies-If any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract 4 effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5)years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorney's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors- Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect,that would conflict in any manner with performance of services specified under this Agreement. 5 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid,or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Steven J. Rothans, Esq. Carpenter, Rothans &Dumont, LLP 500 S. Grand Avenue, 19th Floor Los Angeles, CA 90071 Facsimile: (213) 228-0401 A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender,demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail,communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine,addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations,inducements,promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 6 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,marital status, sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18, MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully,including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not 7 an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words.. Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: CARPENTER, ROTHANS &DUMONT, LLP SONIA R. CARVALHO City Attorney ByAraFlores By. Sa Steven J. Rothans Chief Assistant City Attorney Partner 8 LEGAL SERVICES AGREEMENT WITH EVERETT DOREY LLP This AGREEMENT, made and entered into this 16TH day of June, 2026, by and between Everett Dorey, LLP., a limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office City desires to employ Attorneys to assist the in-house attorneys for the City("City Attorney") in defending City employee(s) in litigation matters. B. City desires to employ Attorneys to assist the in-house attorneys for the City("City Attorney Office")in the provision of legal services to the City. C. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to defending public entities and/or their employees or public officials in various litigation matters in both federal and state court including but not limited to labor and employment matters and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice and legal review on a case-by-case basis when urgent matters arise in relation to personnel employment issues, police or general liability to defend the City,its employees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e- mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as payment in full for the foregoing services at the following rates: Partners will be billed at the rate of $350 an hour for Partners/Of Counsel, $305 an hour for all Senior Associates, $290 an hour for Associates and$130 an hour for all paralegals. Time will be billed in 1/1 Oth of an hour increments. b. The City will honor the rates identified in subsection(a)effective May 1, 2026,to pay for services provided under Agreement N-2022-013 as amended. C. Upon written confirmation from the City Attorney,Attorneys and the City may amend hourly rates at amounts which will not cause an increase to the overall compensation detailed in 1 Section 2.d, below. Any increase to the total not-to-exceed amount in Section 2.d is subject to approval by the City Council for the City of Santa Ana. d. The total sum to be expended under this Agreement, shall not exceed $1,000,000 including any extension periods e. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. ii. The City will not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts, and then seek reimbursement from the City. V. Attorneys agree to seek written authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession 2 concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the July 1, 2026 and terminate on June 30, 2029, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder,Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability Errors and Omissions Insurance appropriates to the Consultant's profession,with limit no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. 3 If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. £ Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: 11, unless otherwise acceptable to the City. 4 i. Claims Made Policies-If any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attomy's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be retumed/provided to the Office of the City 5 Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Attention— Seymour Everett, Partner Everett Dorey LLP 18300 Von Karmen Avenue, Suite 900 Irvine, CA 92612 A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender, demand,delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine,addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 6 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations,inducements,promises or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,marital status, sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully,including reasonable costs and attorney's 7 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. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: EVERETT DOREY LLP SONIA R. CARVALHO City Attorney By: el� � By: Sandra Flores Seymour Everett Chief Assistant City Attorney Partner 8 LEGAL SERVICES AGREEMENT WITH HANSON BRIDGETT LLP This AGREEMENT, made and entered into this 16TH day of June, 2026, by and between Hanson Bridgett, LLP., a limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal and investigative services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability,personnel, and police matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with legal and investigative matters. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services compensation at the following rates: Partner rates are$560 an hour and Associate range from$400-475 an hour. Time will be billed in 1/10th of an hour increments. b. Upon written confirmation from the City Attorney,Attorneys and the City may amend hourly rates at amounts which will not cause an increase to the overall compensation detailed in Section 2.c, below. Any increase to the total not-to-exceed amount in Section 2.c is subject to approval by the City Council for the City of Santa Ana. C. The total sum to be expended under this Agreement, shall not exceed $300,000 including any extension periods d. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. ii. The City will not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors, consultants,or experts,and then seek reimbursement from the City. V. Attorneys agree to seek written authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed,dates and number of hours, and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the July 1, 2026 and terminate on June 30, 2028, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liabilitv (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissionst Insurance appropriates to the Consultant's profession,with limit no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. £ Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.Best's rating of no less than A:VII, unless otherwise acceptable to the City. i. Claims Made Policies-if any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5)years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorny's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors -Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. Since the purpose of the Attorneys'engagement is to assist the City in determining the facts related to internal personnel complaints,the City agrees to the following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys, its successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or non-performance of its obligations under this Agreement, unless an error or erroneous omission by Attorneys cause such damage or loss. The City shall not indemnify Attorneys for any matter involving a claim by the City of professional negligence, or any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct outside the scope of its retention under this Agreement. This Agreement in no way limits the Attorneys' liability for professional malpractice under California Rule of Professional Conduct 1.8.8. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Alfonso Estrada, Esq., Partner Hanson Bridgett, LLP 601 W. 5"' Street, Suite 300 Los Angeles, CA 90071 Facsimile (213) 395-7618 A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations,inducements,promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,marital status, sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training,utilization,promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully,including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: HANSON BRIDGETT LLP SONIA R. CARVALHO City Attorney By: By: Tamara Bogosian Name: Oforiso Estrada Senior Assistant City Attorney Title: Partner LEGAL SERVICES AGREEMENT WITH O'HAGAN MEYER LLP This AGREEMENT,made and entered into this 16th day of June, 2026,by and between O'Hagan Meyer LLP. ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office City desires to employ Attorneys to assist the in-house attorneys for the City("City Attorney") in the provision of legal services to the City, for general advice and legal review on a case-by-case basis when urgent matters arise in relation to labor and employment matters ("Matters") and to defend the City and/or its employees and/or officials by a firm with specialized expertise. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning employment,personnel and police matters, and desire to undertake said Matters.. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice and legal review on a case-by-case basis when Matters arise in relation to labor and employment matters and to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the Matters, Partners/Of Counsel will be billed at the rate of $350 an hour, $295 for all Associates, and$150 an hour for Paralegals. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed seven hundred and fifty thousand dollars ($750,000.00) including any extension periods C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. 1 #2175857v5 ii. The City will not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts, and then seek reimbursement from the City. V. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours,and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS a. Attorneys agree to keep the City Attorney, and any other person(s)designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: 1) 45 day initial evaluation of case and budget; and 2) Pre-trial report 90 days before trial. 2 #2175857v5 b. If Attorneys are handling a litigation matter reported to the City's liability pool,ICRMA, Attorneys agree to comply with the applicable ICRMA Litigation Management Policies and Procedures ("LMPP") including all reporting requirements contained therein. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2029,unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one(1)year upon a writing executed by both parties,including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder,Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissionsh Insurance appropriates to the Consultant's profession,with limit no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3 #2175857v5 e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. £ Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than ANII, unless otherwise acceptable to the City. i. Claims Made Policies-If any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work- 4 #2175857v5 ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attomey's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of 5 #2175857v5 confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk- City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Attention- David Nusz, Partner O'Hagan Meyer LLP 4695 MacArthur Court, Suite 900 Newport Beach, CA 92660 Email: dnusz(atohaganmeyer.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender, demand,delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not 6 #2175857v5 be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty(30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,marital status, sexual orientation,gender identity,gender expression,gender,medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable taw, in the recruitment, selection, teaching, training, utilization,promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully,including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 7 #2175857v5 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: O'HAGAN MEYER LLP. SONIA R. CARVALHO City Attorney C By:�auxo- �r . �� By: �_ Qo� U Laura A. Rossini Name David Nusz Chief Assistant City Attorney Title: Partner 8 #2175857v5