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C18-44615.4 BOND COUNSEL AGREEMENT CITY OF BEAUMONT (Community Facilities District No. 93-1 (Improvement Area No. 17C)) THIS AGREEMENT, made as of this 15th day of May, 2018, by and between the CITY OF BEAUMONT, a municipal corporation organized and existing under the laws of the State of California (herein "City") and STRADLING YOCCA CARLSON & RAUTH, a Professional Corporation (herein "Bond Counsel"): RECITALS: A. The City of Beaumont Community Facilities District No. 93-1 ("CFD No. 93-1") and Improvement Area No. 17C therein (the "Improvement Area") were previously formed pursuant to the Mello -Roos Community Facilities Act of 1982, Chapter 2.5 of Division 2, Title 5 (commencing at Section 55311) of the Government Code of the State of California, in order to finance the construction of facilities benefitting the Improvement Area; and B. The City desires to retain Bond Counsel to do the necessary legal work hereinafter outlined, upon the terms and conditions hereinafter set forth, to assist in the issuance of bonds for CFD No. 93-1 on behalf of the Improvement Area; and C. Bond Counsel represents that it is ready, willing and able to perform said legal work; NOW, THEREFORE, in consideration of the premises, and the mutual covenants, terms and conditions herein contained, the parties agree as follows: 1. SCOPE OF SERVICES A. BOND COUNSEL SERVICES The City retains Bond Counsel to provide, and Bond Counsel agrees to provide, legal services in connection with the issuance by CFD No. 93-1 of bonds to be issued by CFD No. 93-1 on behalf of the Improvement Area (the "CFD No. 93-1 Bonds"). Such services shall include the rendering of legal opinions (hereinafter called the "opinions") pertaining to the issuance of CFD No. 93-1 Bonds to the effect that: 1. The CFD No. 93-1 Bonds have been properly authorized and issued and are valid and binding obligations; and 2. The essential sources of security for CFD No. 93-1 Bonds have been legally provided; and 3. Interest on CFD No. 93-1 Bonds is exempt from California personal income taxation and is excluded from gross income for purposes of federal income taxes. DOC SOC/1886771 /022599-0018 Bond Counsel's services will also include: i. Researching applicable laws and ordinances relating to the issuance of the CFD No. 93-1 Bonds; ii. Attending conferences and consulting with City staff and the City Attorney regarding such laws, and the need for amendments thereto, or additional legislation; iii. Participating in meetings, conferences or discussions with any financial advisors, underwriters or other experts retained by the City with respect to the issuance of CFD No. 93-1 Bonds; iv. Supervising and preparing documentation of the steps to be taken with respect to the issuance of CFD No. 93-1 Bonds, including: a. Drafting all resolutions, notices, rules and regulations, joint community facilities agreements and other legal documents required for the issuance of CFD No. 93-1 Bonds, and all other documents relating to the security of CFD No. 93-1 Bonds, in consultation with the City, the City Attorney, the City's financial advisor, underwriter and other experts; b. Preparing the record of proceedings for the authorization, sale and issuance of CFD No. 93-1 Bonds; C. Assisting in the preparation of the portions of the official statement or placement memorandum for the sale of CFD No. 93-1 Bonds which relate to the terms of the CFD No. 93- 1 Bonds and the firm's legal opinion delivered with respect to the CFD No. 93-1 Bonds; d. Reviewing the purchase contracts or the bidding documents relating to the sale of CFD No. 93-1 Bonds and participating in the related negotiations; e. Participating in meetings and other conferences scheduled by the City, the City's financial advisor or the underwriter; f. Consulting with prospective purchasers, their legal counsel and rating agencies; g. Consulting with counsel to the City concerning any legislation or litigation which may effect CFD No. 93-1 Bonds, the security for CFD No. 93-1 Bonds, or any other matter related to the issuance of CFD No. 93-1 Bonds; h. Consulting with any trustee or fiscal agent for CFD No. 93-1 Bonds and their counsel; 2 DOCSOC/ 1886771/022599-0018 Preparing the form of CFD No. 93-1 Bonds, and supervising their production or printing, signing, authentication and delivery; j. Rendering the final approving opinion as to the validity of CFD No. 93-1 Bonds for use and distribution upon their issuance; and k. Rendering a legal opinion to the underwriter or purchaser of CFD No. 93-1 Bonds as to the applicability of the registration requirements of federal securities laws and the fair and accurate nature of those portions of the Official Statement described in (c) above. B. DISCLOSURE COUNSEL SERVICES In addition to the services set forth in Section A above, Bond Counsel agrees to prepare the Official Statement for the CFD No. 93-1 Bonds. C. SPECIAL SERVICES "Special Services" are defined for purposes of this Agreement as services in addition to the services outlined in Sections A and B above. Special Services will include, but not be limited to, any work after a bond closing related to the amendment of bond documents or agreements and special studies or analyses. Special Services must be authorized in writing by the City Manager, or his designee. 2. COMPENSATION The City agrees to pay Bond Counsel, but only from the sources of funds specified below, the following amounts as compensation for services rendered by Bond Counsel under this Agreement: A. For each issue of CFD No. 93-1 Bonds, for the services rendered under Sections LA and LB above, Bond Counsel will be paid a fee of $75,000, which will be payable only from CFD No. 93-1 Bond proceeds. The fees referenced in this Section 2.A assume that CFD No. 93-1 Bonds will be issued within two years from the date of this Agreement. In the event CFD No. 93-1 Bonds are not issued within that time, Bond Counsel reserves the right to make such modifications to the foregoing fees as the City and Bond Counsel agree, as justified by reason of increased cost to Bond Counsel and the then prevailing fees for disclosure counsel and bond counsel services for bonds such as the CFD No. 93-1 Bonds. B. In the event Bond Counsel is requested to perform Special Services as set forth in Section 1.0 above, Bond Counsel will be paid fees at the hourly rates set forth in Exhibit A, or in such other manner as is mutually acceptable to the City and Bond Counsel. Such fees will be billed monthly and shall be payable exclusively from funds of CFD No. 93-1 within thirty (30) days following the receipt of each invoice. DOCSOC/ 1886771/022599-0018 C. In addition to the fees set forth in paragraphs A and B above, Bond Counsel shall be reimbursed for the actual cost of any out-of-pocket expenses reasonably incurred by Bond Counsel in the course of its employment, such as document reproduction, telecommunications charges, printing costs, filing fees, long-distance telephone calls, messenger services, overnight delivery services, travel and similar items of expense. Expenses related to the services described in Section 1.0 above will be billed monthly. All expenses incurred in connection with services rendered under Sections LA and 1.13 above will be billed upon the issuance of the series of CFD No. 93-1 Bonds to which they relate. 3. PERSONNEL AND CONTRACT ADMINISTRATION City agrees to accept and Bond Counsel agrees to provide the aforementioned services primarily through Brian P. Forbath, Carol L. Lew and Reed T.C. Glyer. If any one of the above attorneys is unable to provide such services due to death, disability or similar event, Bond Counsel reserves the right to substitute another of its attorneys, upon approval by the City Manager, or his designee, to provide such services; and such substitution shall not alter or affect in any way Bond Counsel's or the City's other obligations under this Agreement. This Agreement will be administered by the City Manager, or his designee. 4. CONFLICTS OF INTEREST Bond Counsel represents many of the underwriting firms active in the issuance of bonds for community facilities districts and other municipal financings, including Piper Jaffray & Co., the underwriter for the CFD No. 93-1 Bonds. The City hereby provides its informed written consent to Bond Counsel's representation of such underwriting firms on matters unrelated to CFD No. 93-1. 5. TERMINATION A. This Agreement may be terminated without cause by the City or Bond Counsel upon thirty (30) days' advance written notice to the other party. Such notification shall state the effective date of the termination of this Agreement. B. Bond Counsel reserves the absolute right to withdraw from representing the City if, among other things, the City fails to honor the terms of this Agreement, the City fails to cooperate fully or follow Bond Counsel's advice on a material matter, or any fact or circumstance occurs that would, in Bond Counsel's view, render its continuing representation unlawful or unethical. If Bond Counsel elects to withdraw, the City will take all steps necessary to free Bond Counsel of any obligation to perform further services, including the execution of any documents necessary to complete such withdrawal, and Bond Counsel will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on the City's behalf in accordance with the payment terms set forth in Section 2 above. If necessary in connection with litigation, Bond Counsel would request leave of court to withdraw. C. Bond Counsel's representation of the City will be considered terminated at the earlier of (i) the City's termination of its representation, (ii) Bond Counsel's withdrawal from its representation of the City, or (iii) the substantial completion by Bond Counsel of its substantive work for the City. Unless Bond Counsel has been specifically engaged to perform Special Services related 4 DOCSOC/ 1886771/022599-0018 to the Bonds after their execution and delivery, Bond Counsel's representation of City with respect to CFD No. 93-1 shall terminate on the date of execution and delivery of the last series of CFD No. 93- 1 Bonds. 6. ARBITRATION IN THE EVENT OF A DISPUTE REGARDING FEES, COSTS, OR ANY OTHER MATTER ARISING OUT OF OR RELATED IN ANY WAY WHATSOEVER TO BOND COUNSEL'S RELATIONSHIP WITH THE CITY, OR BOND COUNSEL'S OR THE CITY'S PERFORMANCE OF THIS AGREEMENT, INCLUDING THE QUALITY OF THE SERVICES WHICH BOND COUNSEL RENDERS, THE DISPUTE SHALL BE DETERMINED, SETTLED AND RESOLVED BY CONFIDENTIAL ARBITRATION IN THE COUNTY OF ORANGE, CALIFORNIA. ANY AWARD SHALL BE FINAL, BINDING AND CONCLUSIVE UPON THE PARTIES, AND A JUDGMENT RENDERED THEREON MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. SHOULD YOU ELECT TO HAVE ANY FEE DISPUTE ARBITRATED PURSUANT TO NONBINDING ARBITRATION UNDER STATUTORY OR CASE LAW, THEN SUCH NONBINDING ARBITRATION SHALL DETERMINE ONLY THE ISSUE OF THE AMOUNT OF FEES PROPERLY CHARGEABLE TO YOU. ANY OTHER CLAIMS OR DISPUTES BETWEEN US, INCLUDING CLAIMS FOR PROFESSIONAL NEGLIGENCE, SHALL REMAIN SUBJECT TO BINDING ARBITRATION PURSUANT TO THIS AGREEMENT. Arbitration may be demanded by the sending of written notice to the other parry. If arbitration is demanded, within 20 days of the demand the City shall present a list of five qualified individuals who would be willing to serve that the City would find acceptable to act as arbitrator. To serve as arbitrator, the individual must be a retired judge having served on any federal court or the California Superior Court or higher court in the State of California. Within 20 days of receiving the City's list, Bond Counsel may at its sole discretion (i) select any individual from that list and that individual shall serve as the arbitrator, or (ii) propose its own list of five individuals for arbitrator. If Bond Counsel chooses to present a separate list, the City may within 20 days select any individual from that list and that person shall serve as arbitrator. If no arbitrator can be agreed upon at the end of this process, the City and Bond Counsel each shall select one individual from its own list and those two persons shall jointly select the arbitrator. The arbitration shall be conducted pursuant to the procedures set forth in the California Code of Civil Procedure §§ 1280 et seq., and in that connection you and we agree that § 1283.05 thereof is applicable to any such arbitration. Nothing herein shall limit the right of the parties to stipulate and agree to conduct the arbitration pursuant to the then -current rules of the American Arbitration Association, the Judicial Arbitration & Mediation Services, or any other agreed-upon arbitration services provider. Notwithstanding any of the foregoing, the City shall be entitled to opt out of the arbitration provisions contained in this Section. 7. MISCELLANEOUS A. Bond Counsel and the employees of Bond Counsel, in performance of the Agreement, shall act in an independent capacity and not as officers or agents of the City. B. Without the written consent of the City, this Agreement is not assignable by Bond Counsel in whole or in part. DOC SOC/ 1886771 /022599-0018 C. No alteration or variation of the terms of this Agreement shall be valid unless in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. D. In accordance with the requirements of California Business and Professions Code § 6148, Bond Counsel advises you that the firm maintains professional errors and omissions insurance coverage applicable to the services to be rendered to the City. CITY OF BEAUMONT: By: odd Parton City Manager STRADLING YOCCA CARLSON & RAUTH By: L Brian Forbath C DOCSOC/1886771 /022599-0018 ShareholderNice President EXHIBIT A Brian Forbath $600/Hour Reed Glyer $500/1 -lour Associates $325/Hour Paralegals $150/Hour DOCSOC/ 1886771 /022599-0018