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Exhibit 1 <br />PROFESSIONAL SERVICES AGREEMENT <br />WITH URBAN FUTURES, INC. FOR <br />FINANCIAL ADVISORY SERVICES <br />THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and <br />entered into this day of , 2018, by and between Urban Futures, <br />Incorporated (herein "Consultant"), and the Successor Agency to the Community Redevelopment <br />Agency for the City of Santa Ana, a public body, corporate and politic (hereinafter "Successor <br />Agency"). <br />NOW, THEREFORE, the parties hereto agree as follows: <br />1.0 SERVICES OF CONSULTANT <br />1.1 Scope of Services. In compliance with all of the terms and conditions <br />of this Agreement, the Consultant shall perform the financial advisory and fiscal consultant <br />work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and <br />incorporated herein by reference. Consultant warrants that all work and services set forth in <br />the Scope of Services will be performed in a competent, professional and satisfactory manner. <br />1.2 Compliance With Law. All work and services rendered hereunder shall <br />be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the <br />City of Santa Ana and any Federal, State or local governmental agency of competent jurisdiction. <br />1.3 Licenses, Permits. Fees and Assessments. Consultant shall obtain at its sole <br />cost and expense such licenses, permits and approvals as may be required by law for the <br />performance of the services required by this Agreement including, but not limited to, registration <br />as a financial advisor with the Securities and Exchange Commission (SEC) and Municipal <br />Securities RulemakingBoard(MSRB). <br />2.0 CONTINGENT COMPENSATION <br />2.1 Contract Sum. Payment to Consultant is contingent upon final bond team <br />and package approval by Successor Agency Board with regard to the refunding of outstanding <br />Community Redevelopment Agency Series 2003A and 2003B and 2011 Tax Allocation <br />Bonds (TABS). For the services rendered pursuant to this Agreement, the Consultant shall be <br />compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit <br />"B" and incorporated herein by this reference. Total compensation under this Agreement shall <br />not exceed $85,000.00. <br />2.2 Invoicing. Consultant shall maintain a detailed invoice, in the form <br />approved by City's Finance Director, describing the tasks performed and amount charged for each <br />such task. The Successor Agency shall review the invoice and pay Consultant the approved <br />charges no later than thirty (30) days following the Successor Agency Board action referenced <br />above. <br />1 <br />SA -3-5 <br />