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HomeMy WebLinkAboutContracts & Agreements_121-2021June 28, 2021 Via E-Mail pbarich@cityofredlands.org Paul T Barich Mayor City of Redlands 35 Cajon Street Redlands, CA 92373 Re City of Redlands — Lease Revenue Bonds Dear Mr Barich C Orrick Orrick, Herrington & Sutcliffe LLP 2050 Main Street Suite 1100 Irvine, CA 92614-8255 +1 949 567 6700 orrick.com Donald S Field E dfield@orrick.com D +1 949 852 7727 F +1 949 567 6710 On behalf of Orrick, Herrington & Sutcliffe LLP ("Orrick"), I would like to express our appreciation for your choice of our firm to serve as bond counsel ("Bond Counsel") to the City of Redlands (the "Issuer"), in connection with the proposed issuance of Lease Revenue Bonds (the "Bonds") to finance (a) the acquisition of a building for purposes of relocating the City's Police and Fire Departments' headquarters as well as City Hall, and (b) streetlight retrofitting (the "Project") The purpose of this engagement letter and the attached Standard Terms of Engagement (collectively, the "Agreement") is to confirm the terms and conditions upon which Omck will be providing legal services to the Issuer We believe that a mutual understanding of these terms and conditions at the outset is fundamental to establishing a good working relationship Orrick's services as bond counsel to the Issuer in this transaction will consist of the Customary Bond Counsel Services described in the Standard Terms of Engagement and the following additional services to the Issuer (i) preparation of documents to be adopted or entered into by the Issuer and a joint powers authority required for the issuance of the Bonds, including preparation of the authorizing resolutions, the indenture, the ground lease, the lease agreement and the assignment agreement (the "Major Legal Documents") and (ii) preparation of summaries of the Major Legal Documents included in the official statement In consideration of the services set forth above, the Issuer shall pay to Omck a fee of $45,000 This fee is based upon the assumption that the Bonds will be issued as a single series of fixed rate bonds on a single date, the scope of services will be limited and conform to the description thereof contained in this Agreement, the transaction will not have an extraordinary number of problems/issues, including with respect to the tax due diligence related to the underlying capital projects or real estate matters in connection with the transaction, the parties will work to minimize the number of meetings, conference calls and document distributions, the purposes of the financing and the structure of the transaction will not materially change after preparation of the documents has commenced, and the Bonds will be issued not later than eighteen months of the date hereof If any 4123 3987 6400 1 orrick Paul T Barich June 28, 2021 Page 2 of these assumptions are incorrect, or if any unusual or unforeseen circumstances arise, and occasions substantial additional work or responsibility on the part of Orrick, Orrick will be entitled to seek additional compensation in such amount as the Issuer and Orrick shall mutually agree to be appropriate In addition to the fees provided above, Orrick shall be paid a fixed amount of $2,000 to cover costs and expenses (direct and indirect) incurred in connection with the services rendered as set forth herein, mcluding (without limitation) document reproduction and delivery, travel, long distance telephone, telecopy, word processing, computer research, secretarial overtime and other similar expenses, provided that legal publication charges and printing expenses shall be the responsibility of the Issuer Orrick's fees (together with expenses) shall be contingent and payable upon the issuance of the Bonds Invoices shall be payable by the Issuer upon issuance of the Bonds if payable from Bond proceeds and otherwise within 30 days of receipt The obligation to pay our invoices is solely the Issuer's and is not contingent upon any nght of the Issuer may have for reimbursement, indemnification or insurance, or the Issuer's receipt of any other form of payment the Issuer may claim or expect to receive from some other party This engagement letter and the attached Standard Terms of Engagement represent the entire understanding and agreement between the Issuer and Orrick with respect to the subject matter referred to herein The Issuer acknowledges that this engagement letter and the attached Standard Terms of Engagement have been carefully reviewed and their content understood and that the Issuer agrees to be bound by all of the terms and conditions and represents that the person signing below has been authorized to do so on behalf of the Issuer Furthermore, the Issuer acknowledges that Orrick has made no representations or guarantees to the Issuer regarding the successful issuance of the Bonds, the tax status of interest on the Bonds or the time necessary to complete the issuance of the Bonds Nothing m the Agreement or in any of the documents contemplated hereby, expressed or implied, is intended or shall be construed to give any person other than the Issuer and Orrick any legal or equitable right or claim under or in respect of the Agreement or with respect to services contemplated hereby, and the Agreement shall inure to the sole and exclusive benefit of the Issuer and Orrick The provisions of this engagement letter may only be amended in writing and signed by both parties 4123 3987 6400 1 Orrick Paul T Barich June 28, 2021 Page 3 The Agreement will take effect upon execution of this engagement letter, but its effective date will be retroactive to the date Orrick first performed services This engagement letter may be executed in counterparts, and an electronically transmitted signature shall be deemed to be the legal equivalent of an original signature If you have any questions, please feel free to contact the undersigned If the foregoing, together with the attached Standard Terms of Engagement, is satisfactory, please sign and return a copy of this letter to me We look forward to working with you and to a successful completion of this transaction Very truly yours, Orrick, Herrington & Sutcliffe LLP Donald S Field ACKNOWLEDGED AND AGREED TO CI . ' OF RED , NDS By Paul T Barich - Mayor TEST ig24.44.4x) can Donaldson City Clerk 4123 3987 6400.1 STANDARD TERMS OF ENGAGEMENT Except as modified in writing by the engagement letter accompanying these Standard Terms of Engagement (the "Engagement Letter") or in another agreement signed by Issuer (as defined in the Engagement Letter) and Orrick, Herrington & Sutcliffe LLP ("Orrick") the following provisions shall apply to the relationship between Orrick and Issuer 1. Issuer Orrick's engagement is only on behalf of Issuer In performing the services set forth in the Engagement Letter, Orrick will act as special counsel to Issuer with respect to issuance of the Bonds, Orrick will assist Issuer's counsel in representing Issuer with respect to the Bonds in a manner consistent with Orrick's role set forth in the Engagement Letter Orrick's representation of Issuer does not encompass any governing board member, officer or employee of Issuer, any agency, department or office part of or affiliated with Issuer; or any other person or entity affiliated with Issuer If any of these persons or entities require the services of counsel in connection with the Bonds, Orrick would be pleased to discuss whether Orrick might be able to represent any of them, but any such representation would need its own engagement letter, and would depend on Orrick's review and disclosure to all concerned of any conflicts of interest that may arise in connection with any such concurrent representation, and on appropriate consents being obtained from Issuer and from those seeking such additional representation. 2. Scope of Engagement The scope of Orrick's representation of Issuer is limited to the specific services identified in the Engagement Letter and such additional matters as Issuer and Orrick may in their mutual discretion agree to in writing from time to time (collectively, the "Matter") In each case, Orrick's agreement to any expansion of the scope of its representation of Issuer will be subject, among other things, to such additional conflict checks, waivers, approvals and other arrangements as Orrick may in its professional judgment deem necessary or appropriate in the circumstances and may be conditioned upon such fee adjustments or retainers as Orrick may require Except as otherwise expressly provided in any written engagement letter (or a written amendment of a prior engagement letter) between Orrick and Issuer entered into in connection with such expansion of the scope of Orrick's representation, the agreement reflected in these Standard Terms of Engagement and in the Engagement Letter applies to Orrick's current representation of Issuer and, to the fullest extent practicable, to any subsequent matters that Orrick agrees to undertake on Issuer's behalf. Orrick's services will not extend to other business or legal affairs of Issuer or to any other aspect of Issuer's activities. Orrick's receipt or use of confidential or other information from Issuer or others in the course of the representation described in the Engagement Letter does not mean that Orrick will render any advice or services other than those described in the Engagement Letter The parties agree that Orrick is not acting in a staff capacity or otherwise assuming the responsibilities for any public official currently designated in Issuer's conflict of interest code March 2021 4132 5821 2367 12 Page 2 The parties also agree that Orrick is not being retained to, has no duty to, and will not, advise Issuer or otherwise be involved in Issuer's decisions as to (a) whether Issuer should issue the Bonds, (b) the principal amount, interest rate or other pricing terms of the Bonds, (c) what project(s) is/are to be financed or refinanced through the issuance of the Bonds (the "Project"), (d) whether Issuer should enter into contracts related to the possible issuance of the Bonds or (e) the financial terms to be included in the Bonds and/or any such contracts (collectively, the "Governmental Decisions") Instead, Orrick is being retained to advise and to render opinions as to the validity of or other legal matters respecting the issuance or sale of the Bonds Issuer determines to issue and certain contracts Issuer determines to enter into in connection with the Bonds, as set forth in the Engagement Letter Issuer also agrees that Orrick is not being retained, and has no duty, to provide financial advice of any kind to Issuer in connection with the foregoing. Issuer, through its governing board, staff and independent legal counsel, will be exercising its independent judgment regarding the Governmental Decisions. Issuer acknowledges that Orrick has not been involved with the preliminary discussions, evaluation, planning, drawing of plans and specifications and solicitation of bids related to the Project. Customary Bond Counsel Services When Orrick's role is Bond Counsel to Issuer, Orrick shall perform the following legal services to Issuer (1) Analysis of eligibility of the Project under state law and for interest on the Bonds to excluded from gross income for federal income tax purposes. (2) Consultation with representatives of Issuer, Issuer's counsel, and any financial advisor or underwriters, and others, with respect to the timing, terms, and legal structure of the proposed Bonds. (3) Preparation of the resolution of the governing board of Issuer approving the issuance and sale of the Bonds and the documents to be adopted or entered into by Issuer required for the issuance of the Bonds, including the bond resolution or the indenture of trust or trust agreement between Issuer and a trustee (or, if applicable, the supplement to an existing bond resolution, indenture or trust agreement) (the "Major Legal Documents") (4) If the Bonds are to be sold through a competitive sale, preparation of the official notice of sale and the notice of intention to sell. (5) In the case of a refunding, preparation of the refunding escrow agreement. (6) Preparation of summaries of the Major Legal Documents included in the official statement for the Bonds (the "Official Statement") (7) Participation in such meetings of Issuer and working group meetings or conference calls as Issuer may request. (8) Preparation of final closing papers to be executed by Issuer required to effect delivery of the Bonds (including the Tax Agreement) 4132 5821 2367 12 Page 3 (9) Rendering of Orrick's customary form of final legal opinion to Issuer on the validity of the Bonds and the tax-exempt status of interest thereon, and, if required by the underwriters of the Bonds, Orrick's customary form of supplemental opinion to the underwriters on the accuracy of summaries contained in the Official Statement of the Major Legal Documents and the tax portion of said final legal opinion and certain other matters and, in the case of a refunding, Orrick's customary form of defeasance opinion. (10) Providing, in electronic form, closing transcripts. Limitations Bond Counsel services are limited to those specifically set forth above. For example, Bond Counsel services do not include representation of Issuer or any other party in any litigation or other legal or administrative proceeding, audit or investigation involving the Bonds or any use or investment of the proceeds thereof, or any related matter Additionally, Bond Counsel services do not include any responsibility for the preparation or content of any Official Statement or other disclosure document or presentation (other than preparation of a summary of the Major Legal Documents and of the portion of the opinion to be rendered by Bond Counsel concerning certain tax matters) or any rating agency or investor presentation or the preparation of any credit enhancement agreement, investment agreement or swap agreement. Bond Counsel services also do not include any responsibility for compliance with any federal or state securities laws, environmental, land use, procurement, real estate, construction, insurance or (except as required for tax exemption of the Bonds) tax laws or for title to, recording, filing or perfection or continuation of any liens or security interests in real or personal property It is not the role or responsibility of Bond Counsel to assure that the interests of any parties other than Issuer are addressed or that any conditions to closing the transaction, other than as necessary in Bond Counsel's judgment to render the legal opinions delivered by Bond Counsel, have been satisfied or addressed. Neither Bond Counsel's role in the Bond closing nor Bond Counsel's provision of closing transcripts shall imply the completeness or adequacy of any items included in the closing transcript for any purpose other than as expressly addressed in the legal opinions delivered by Bond Counsel. Bond Counsel services are limited to legal advice and do not include any financial advice or analysis, including advice concerning whether or not to issue the Bonds, or adopt any Bond related resolutions or enter into any Bond related agreements. Bond Counsel services do not extend past the date of issuance of the Bonds and do not, for example, include services related to rebate or other post -issuance tax compliance, continuing disclosure, amendments to any of the Bond related documents, post -issuance investments, interest rate swaps or management contracts entered into after the date of issuance of the Bonds, or redemption or defeasance of the Bonds. Any involvement by Bond Counsel in any of the matters referred to in this paragraph shall not constitute a waiver of any of the foregoing limitations on Bond Counsel's responsibilities unless otherwise agreed to in writing. Customary Disclosure Counsel Services When Orrick's role is Disclosure Counsel to Issuer, Orrick shall perform the following legal services to Issuer• 4132 5821 2367 12 Page 4 (1) Assistance in preparing a preliminary official statement (the "Preliminary Official Statement") and a final official statement (the "Official Statement") for the Bonds Such assistance will consist of participation in conferences with the Issuer, the underwriters of the Bonds (the "Underwriters"), their respective counsel, Issuer's financial advisor and other relevant participants, assistance in the preparation of information about the Bonds, Issuer and other material information and assistance in coordinating posting, printing or reproduction of the Preliminary Official Statement and the Official Statement, the cost of which shall be the responsibility of Issuer (2) Rendering, in Orrick's customary form, addressed only to the Underwriters, of a so-called "10b-5 letter" (subject to customary limitations and exclusions) Unless Orrick is also bond counsel, Issuer will rely upon, and Orrick will assume the accuracy of, the opinion of bond counsel with respect to the validity of the Bonds and the Bond documents, the federal and state tax-exempt status of interest on the Bonds, exemption from registration of the Bonds under applicable securities laws, and other matters customarily covered by opinions of bond counsel and counsel to other parties, and Orrick will not undertake any independent consideration thereof or have any other responsibility therefor Bond counsel will also be responsible for preparing summaries of legal documents for inclusion in the Preliminary Official Statement and the Official Statement and giving an opinion as to the accuracy of the summaries of the legal documents and the Bonds and of Orrick's tax opinion contained in the Official Statement. In performing Disclosure Counsel services, in addition to relying on the opinions described above, Orrick will be entitled to rely on the accuracy and completeness of information provided and certifications made by Issuer, the financial advisor, consultants, accountants, the underwriters, various counsel and other parties, without independent investigation or verification. While Orrick will undertake certain activities in order to provide the negative conclusion that constitutes the so- called "10b-5 letter", such activities are inherently limited in character and in scope They cannot and will not encompass all of the activities an underwriter may be required to undertake in order to establish a due diligence or reasonable investigation defense (if available), and the securities laws do not permit an underwriter to delegate completely duties of due diligence or reasonable investigation it may have to counsel. Limitations Disclosure Counsel services will be limited to those specifically set forth above and, for example, will not include other services, including but not limited to matters relating to the mode or manner of dissemination of the official statement, the accuracy of any printing or posting of the official statement, registration or qualification of the Bonds under federal or state securities laws, derivative products, regulatory matters (such as compliance with FINRA or MSRB rules or other broker -dealer regulations) or independent investigation of prior compliance with continuing disclosure undertakings, and will not include preparation or review of any rating agency or investor presentation or representation in any litigation or other legal or administrative proceeding, audit or investigation involving the Official Statement, the Bonds, the Project or any related matter Disclosure Counsel services do not include any financial advice or analysis. Disclosure Counsel services are limited to legal advice and do not extend past the date of issuance of the Bonds and 4132 5821 2367 12 Page 5 do not, for example, include services related to any post -issuance amendment of or supplement to the Official Statement or to any continuing disclosure Any involvement by Disclosure Counsel in any of the matters referred to in this paragraph shall not constitute a waiver of any of the foregoing limitations on Disclosure Counsel's responsibilities unless otherwise agreed to in writing 3 Costs and Expenses Unless otherwise provided in the Engagement Letter, Issuer will pay Orrick for costs and expenses (direct and indirect) incurred in connection with the services set forth in the Engagement Letter, including (without limitation) filing and publication, document reproduction and delivery, travel, long distance telephone, telecopy, word processing, computer research, secretarial overtime, closing transcript and other similar expenses Indirect costs, such as word processing, document reproduction and transcript costs, shall be payable at Orrick's standard cost recovery rates from time to time in effect Any filing, publication or printing costs required in connection with the Bonds shall be paid directly by the Issuer, but if paid by Orrick on behalf of Issuer, Issuer shall reimburse Orrick for such costs upon demand If any claim or action is brought against Orrick or any of its personnel which alleges negligence or wrongdoing of Issuer, or if Orrick or any current or former attorney or employee of Orrick is asked or required by a third party to testify or produce documents as a result of Orrick's representation of Issuer, Issuer agrees to pay Orrick for any resulting costs or expenses, including Orrick's time, even if Orrick's representation of Issuer has ended This paragraph is not intended to apply to any claim brought by or on behalf of Issuer alleging wrongdoing by Orrick 4 Waiver of Conflicts of Interest Orrick's agreement to represent Issuer in connection with the Matter is conditioned upon the understanding that Orrick is free to represent any clients (including entities that may be adverse to the Issuer) and to take positions adverse to either Issuer or an affiliate in any matters (whether involving the same substantive area(s) of law for which Issuer has retained Orrick or some other unrelated area(s), and whether involving business transactions, patent prosecution and patent validity and infringement opinion work, counseling, litigation or otherwise) Orrick agrees, however, to not represent any party other than Issuer in connection with the Bond financing prior to the date of termination determined in accordance with Paragraph 9 hereof without the consent of Issuer In this connection, Issuer should be aware that Orrick regularly provides legal services for many private and public entities in connection with a wide variety of matters (A summary of Orrick's current practice areas and the principal industries in which Orrick represents clients can be found on Orrick's web site at www.ornck.com) For example, Orrick has represented, is representing or may in the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, borrowers, developers, contractors, suppliers, financial and other consultants/advisors, accountants, investment and swap providers/brokers, providers/brokers of derivative products and others who may have a role or interest in the Bond financing or the Project or that may be involved with or adverse to Issuer In addition, Orrick's wholly -owned subsidiary BLX Group LLC may provide financial advisory 4132 5821 2367 12 Page 6 services, including arbitrage rebate compliance and other post -issuance compliance services, to other parties involved in the Bond financing and Orrick may provide legal advice to such other parties in connection with such BLX Group LLC services. Orrick will, of course, hold in confidence Issuer's secrets and confidences. Similarly, Issuer understands that while Orrick may obtain confidential information from other clients that may be of interest to Issuer, Orrick cannot share such information with Issuer Issuer acknowledges that it has had the opportunity to consult with its counsel about the consequences of the waiver set forth in this paragraph. Issuer consents to these other representations, agrees that it will not seek to disqualify Orrick from any such present or future representations, and waives any actual or potential conflict of interest that might arise or be deemed to arise, now or in the future, from this engagement of Orrick in the Matter and any past, current or future representations. 5. Internal Communications The occasion might arise for Orrick, at Orrick's own expense, to consult regarding the Matter or this engagement with its own counsel (e g., Orrick's General Counsel, other firm lawyers working with Orrick's General Counsel who do not perform work for Issuer in connection with the services provided pursuant to this Engagement Agreement, or Orrick's own outside counsel) To the extent that Orrick is addressing its own rights or responsibilities, a conflict of interest might be deemed to exist between Orrick and Issuer as to such consultation or resulting communications, particularly if a dispute were ever to arise between Orrick and Issuer regarding the Matter A condition of this engagement is that Issuer hereby consents to such consultation occurring, and waives any claim of conflict of interest based on such consultation or resulting communications that could otherwise disqualify Orrick from continuing to represent Issuer or from acting in Orrick's own behalf, even if such consultation or communications might be deemed adverse to the interests of Issuer Issuer acknowledges and agrees that any such consulting and communications are protected from disclosure to Issuer by Orrick's own attorney -client privilege 6. Responsibilities of Orrick and Issuer Issuer shall have and will rely on Issuer's elected, appointed or retained chief legal officer or on outside counsel (other than Orrick) ("Issuer Counsel") to render day-to-day and ongoing general legal services and to advise Issuer with respect to all Governmental Decisions Orrick shall circulate documents to and coordinate its services with Issuer Counsel to the extent requested by Issuer or Issuer Counsel. Orrick shall be entitled to assume that Issuer Counsel has reviewed all documents and matters submitted to Issuer for adoption or approval or to officers of Issuer for execution prior to such adoption, approval or execution. In rendering opinions and performing legal services, Orrick shall be entitled to rely on the accuracy and completeness of information provided and certifications made by, and opinions provided by counsel to, Issuer and other parties, counsel and consultants, without independent investigation or verification. Knowledge of attorneys and non -attorneys at Orrick not working directly on the Matter will not be imputed to Orrick nor shall there be any duty on Orrick's part to make any inquiry of such other attorneys or non -attorneys. Orrick will provide to Issuer legal counsel and assistance in accordance with the Engagement Letter and this Standard Terms of Engagement. Issuer will not look to or rely upon 4132 5821 2367 12 Page 7 Orrick for any investment, accounting, financial or other non -legal advice or for any advice with respect to Governmental Decisions, including without limitation any advice regarding the character or credit of any person with whom Issuer may be dealing. Although Orrick will at times communicate with Issuer by e-mail, letter, or other written form, Orrick may provide much of its counsel and assistance in telephone conversations and meetings with Issuer In addition, Orrick shall have the right, subject to applicable rules of professional responsibility, to discard any files or other materials relating to the Matter either before or after termination of Orrick's representation of Issuer For Orrick to represent Issuer effectively, Orrick needs Issuer to provide Orrick with complete and candid information regarding matters relating to the Bonds and the Project, and, if Orrick is providing Disclosure Counsel Services, regarding financial, operating and other information material to prospective investors in the Bonds, to keep Orrick informed of relevant developments, to make decisions necessary for Orrick to fulfill its responsibilities with respect to the Bonds and otherwise to provide to Orrick Issuer's reasonable assistance and cooperation. Orrick shall maintain errors and omissions insurance coverage applicable to the services to be rendered pursuant to the Engagement Letter The Engagement Letter and these Standard Terms and Conditions shall not be the basis of any breach of contract claim that would have the effect of extending any statute of limitations pertaining to legal malpractice to the statute of limitations pertaining to breach of contract. Orrick will not be responsible for any services performed by, or acts or omissions of, any co -counsel or other transaction participant. 7 Client Files (Cloud Storage, Retention and Disposition) Orrick recognizes that cloud computing services offer valuable tools to its clients and has entered into arrangements with certain providers of those services to host, process, and analyze data, including client data. Orrick's primary Data Management System is cloud based in all permissible jurisdictions Unless otherwise required by outside counsel guidelines or specific client instruction, Orrick will retain all hardcopy and electronic records for a period of years consistent with Orrick's internal records retention policy When that time expires, Orrick's policy is to destroy all records related to the Matter in a manner that preserves confidentiality Orrick will use its best efforts to contact Issuer, using the most up to date contact information in Orrick's possession, 60 days prior to the destruction of any of Issuer's records, so that Issuer may provide alternate retention instructions as necessary Issuer understands and agrees that records related to the Matter will be destroyed in the absence of such alternate instruction or if Orrick is unable to establish contact with Issuer If Issuer has a records retention policy in place with which outside counsel will need to comply, Issuer shall advise Orrick so that Orrick may so inform its records department. Issuer understands that "materials" include paper files as well as information in other forms of storage, including voicemail, e-mail, printer files, electronic document files, facsimiles, dictation recordings, video files, and other formats. Orrick reserves the right, at Orrick's expense, 4132 5821 2367 12 Page 8 to make copies of documents generated or received by Orrick in the course of Orrick's representation of Issuer When Issuer requests copies of documents from Orrick, copies that Orrick generates will be made at Issuer's expense Orrick will maintain the confidentiality of all documents throughout this process. Orrick's own files pertaining to the Matter will be retained by Orrick (as opposed to being sent to Issuer) or destroyed. These files include, for example, internal communications, firm administrative records, time and expense reports, personnel and staffing materials, and credit and account records. For various reasons, including the minimization of unnecessary storage expenses, Orrick reserves the right to destroy or otherwise dispose of any of Orrick's own files within a reasonable time after Orrick's engagement pertaining to the Matter has concluded. Orrick will not retain, use, or disclose the personal information we receive in connection with our representation of Issuer for any (i) purpose other than for the specific purpose of our representing Issuer and for our performance under the Engagement Letter, or as otherwise permitted by applicable privacy laws, or (ii) other commercial purpose unless otherwise required or permitted by outside counsel guidelines or specific Issuer instruction. 8. Use of Artificial Intelligence Tools and Machine Learning Orrick strives to maximize the benefits that innovative tools and approaches can provide for Issuer Orrick recognizes that cloud -based tools that use artificial intelligence or machine learning can be used to improve the efficacy and accuracy of legal services. Use of artificial intelligence and machine learning tools can also help to reduce the cost of providing legal services Orrick has entered into arrangements with certain providers of artificial intelligence and machine learning tools to host, process, and analyze data, including client data, and, depending on the nature of the matter, will assess whether the use of such tools would benefit Issuer Like online services or platforms, such tools are not immune from security or quality compromises, but all are subject to Orrick's cyber security vendor risk management program. Additionally, artificial intelligence or machine learning tools may not be configured to the precise parameters of the required work, as many have pre -built machine learning models that vary as the tool ingests data. Orrick may use data gathered by using these tools to improve budgeting, precedent libraries, template documents, and other data sets to improve client service Data that is processed into artificial intelligence tools may also be used to improve machine learning algorithms at Orrick or in the tools of third -party vendors. If Issuer hereby consents to the use of cloud -based artificial intelligence or machine learning tools unless Issuer has advised Orrick not to do so 9 Termination Issuer may terminate Orrick's representation of Issuer at any time, with or without cause Orrick may terminate its representation of Issuer at any time, with or without cause, subject to applicable rules of professional responsibility, including if, among other things, Issuer fails to cooperate or follow Orrick's advice on a material matter, or any fact or circumstance arises that, in Orrick's view, renders Orrick's continuing representation unlawful or unethical. Orrick may terminate or suspend its representation of Issuer, subject to applicable rules of professional responsibility, if the Issuer fails to make timely payment on any invoice In the event of termination by either Issuer or Orrick, Issuer shall pay Orrick fees and costs for work performed 4132 5821 2367 12 Page 9 prior to termination and Orrick will have no responsibility or liability whatsoever for any subsequent use of documents prepared or advice provided by Orrick prior to termination. Issuer acknowledges that it has had an opportunity to consult with its counsel about the consequences of Orrick's disclaimer of responsibility and liability herein. 10. Date of Termination Orrick's representation of Issuer will be considered terminated at the earliest of (i) Issuer's termination of the representation, (ii) Orrick's withdrawal from the representation, (iii) the substantial completion of Orrick's substantive work for Issuer; (iv) the issuance of the Bonds, or (vi) the Issuer's abandonment of the Bond financing. 11. Arbitration Right — Applicable to Engagements Governed by New York law Please note that in the event that a dispute arises relating to Orrick's fees, Issuer may have the right to arbitration of the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts, a copy of which will be provided to Issuer upon Issuer's request. 12. Disclosure for Promotional Purposes Except as Issuer may otherwise inform Orrick, and subject to any confidentiality arrangements or agreements of which Orrick is made aware between Issuer and any other party with respect to the Matter, Issuer agrees that Orrick may include, in a list of transactions and litigations which Orrick uses for promotional (including press releases and social media posting) and internal purposes, a summary description of publicly disclosed aspects of the Matter 4132 5821 2367 12