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Exhibit A <br />BLx <br />BI.X Group LLC <br />777 South Figueroa St, Ste 3200 <br />Los Angeles, CA 90017-5855 <br />Ph 213 612 2200 Fx 213 612 2499 <br />Wgroup.corn <br />February 23, 2021 <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92701 <br />Re: Arbitrage Rebate Compliance Services <br />Ladies and Gentlemen: . <br />This letter is to confirm the engagement of BLX Group LLC ("BLX") by the City of Santa Ana (the <br />"Obligor") for the purpose of performing calculations relating to the arbitrage and rebate requirements <br />contained in the Internal Revenue Code (the "Code") and the legal advice described below. The <br />calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto and <br />additional debt issuances during the term of this Agreement (the `Bonds") applying applicable federal tax <br />rules. <br />BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of <br />each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final <br />maturity or redemption of the Bonds (each such date on which a rebate calculation is performed is <br />referred to herein as a "Rebate Calculation Date") applying regulations of the United States Department <br />of the Treasury ("Treasury") in effect on such Rebate Calculation Date. In addition, if a "penalty in lieu <br />of rebate" election under Code Section 148(f)(4)(C)(vii) has been made by the Obligor with respect to the <br />Bonds, BLX will calculate, every six months, the amount of such "penalty" as of the end of each six- <br />month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation <br />is performed is referred to herein as a "Penalty Calculation Date"). (The term "Calculation Date" as used <br />herein shall refer to a Rebate Calculation Date or a Penalty Calculation Date, as appropriate.) In addition, <br />if required or requested by the Obligor, BLX will include in each report delivered to the Obligor an <br />analysis of compliance with applicable arbitrage yield restrictions. With respect to each Calculation Date, <br />BLX will prepare or cause to be prepared schedules reflecting the relevant calculations and the <br />assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligor as to the <br />amount of the rebate or penalty liability as of such Calculation Date. <br />At the Obligor's election, which election is made by the Obligor's signature of this engagement letter, <br />each such rebate or penalty liability report will include a legal opinion provided by the law firm, Orrick, <br />Herrington & Sutcliffe LLP ("Orrick"). BLX will engage Orrick to represent BLX for the purpose of <br />providing legal oversight and review as it deems necessary to render its opinion that the computations <br />shown in the report are mathematically accurate and were performed in accordance with applicable <br />federal law and regulations. No attorney -client relationship exists between Orrick and the Obligor by <br />virtue of this engagement or the provision of the Orrick legal opinion. BLX is not a law firm and is not <br />providing any legal advice to you. The Obligor undertakes to provide or cause to be provided to BLX all <br />such relevant data, as specified by BLX from time to time, and shall cooperate with all reasonable <br />requests of BLX in connection therewith. The Obligor also agrees to inform BLX of any actual or <br />planned early redemption of the Bonds at its earliest opportunity. <br />