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MY Grau1, LLC 777 South Figueroa St, Ste $200 Los Angeles, CA 90017.5855 Ph 213 412 2200. FX 211812 2499 Uizye`up mr.4. October 5, 2018 Mr. Alvaro Castellon, Budget Analyst City of Santa Ana 20: Civic Center plaza Santa Ana CA 92701 Re: iglpjtray,c Rebate Compliance Services Mr. Castellon: This letter is to conftrn the engagement of BLX Group LLC 055) by the City of Santa Ana (the "Obligor') for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in tire Internal Revenue Code (the "Code") and the legal advice described below. The calculations are to be perfanned with respect to the bonnd'issue(s) listed on Exhibit A hereto (the "Bonds') applying applicable federal 'tax rales. BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final maturity or redemption of the :Bonds (each such date on which a rebate calculation is performed is referred to herein as a "Rebate Calculation Date") applying regulations of the United States Department of the Treasury ("I'masury") in effect on such Rebate Calculation pate. To addition, if a "penalty in lion of rebate" election under Code Section 148(f)(4)(C)(v11) has been made by the Obligor with respect to the Bonds, BL?C will calculate; every six months, the amount of such "penalty"as of the and of'each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is porformed is referred to herein as a "penalty Calculation 'D4W ). (The term "Calculation Date" as used herein shall refer to a Rebate Calculation Date or a penalty Calculation' Date, as appropriate.) In addition, if roquired or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions. Wifli respect to oath Calculation Date, BLX will prepare or cause to be prepared schedules .reflecting. the relevant calculations and the assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligores to tho amount of the rebate or penalty liability as of such Calculation Data. At the Obligor's election, which .election is made by the Obligor's signature of this engagement.lotter, each such rebate or penalty liability report will include a legal ophrion provided by the law firm, Orrick, Herrington & Sutcliffe LLP ("Orriok"). BLX will engage Carrick to represent BLX for the purpose of providing legal oversight. and review as it dooms.nacessary to render its opinion that file computations shown in the report are mathematically accurate and were performed in accordance with applicable federal law and regulations. No attorneyelient relationship exists between Orrick and the Obligor by virtue of this mgagerriont or the provision of the Orrick legal opinion. BLX is not a law firm and is not providing any legal advice to you, . The Obligor undertakes to provide or cause to be provided to BLX all such relevant data, as specified by BLX from time to time, and shall cooperate .with all reasonable requests of BIN in connection therewith. The Obligor also agrees to inform BLX of any actual or planned early redemption of the Bonds at its i%rlie9t opportunity