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April 21, 2020 <br />VIA ELECTRONIC MAIL <br />City Attorney's Office for Santa Ana <br />20 Civic Center (M-29) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Re: Engagement Letter <br />Dear City Attorney's Office for Santa Ana: <br />We are pleased to confirm that the City of Santa Ana ("you" or the "Client") has <br />agreed to retain Boies Schiller Flexner LLP ("we" or the "Firm") to assist the Client with <br />advisory matters and litigation (the "Engagement") filed by the Client in the United States <br />District Court for the Central District of California entitled City of Santa Ana v. County of <br />Orange et al., Case No. 8:20-cv-00069-DOC (KESx) (the "Litigation"). The Firm's <br />responsibilities for the Engagement will commence only upon your execution of this <br />Engagement Letter. <br />Scope of the Engagement <br />The Firm's services are limited to representing the Client in the Engagement. The <br />Firm is not being retained for any other matter or litigation, and is being retained only by <br />the Client and not by any persons or entities related to the Client. This Engagement <br />Letter contains the entire agreement between the Client and Firm with respect to the <br />Engagement, and may only be amended pursuant to a further written document signed by <br />both the Client and the Firm. <br />The Client agrees to cooperate actively with the Firm in activities undertaken in <br />connection with the Engagement, including, for example, providing complete and <br />accurate information to the Firm on a timely basis, responding to telephone calls and <br />emails from the Firm, assisting in preparing for litigation -related activities, and attending <br />meetings and participating in conference calls with the Firm as requested. <br />It is understood that the Firm is not being retained to engage in any activities, and <br />will not engage in any activities, including political, public relations, or lobbying <br />activities, that would require registration under the Lobbying Disclosure Act (LDA) or <br />the Foreign Agents Registration Act (FARA). <br />Control of Legal Matters <br />The Firm agrees that each and every matter or proceeding in which they undertake <br />to assist the Client in the Representation shall be and remain under, and subject to the <br />25L-3 <br />