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EXHIBIT C <br />TO <br />RESTATED AGREEMENT FOR CITY ATTORNEY AND SPECIAL COUNSEL <br />LEGAL SERVICES BETWEEN <br />CITY OF SANTA ANA <br />AND <br />BEST BEST & KRIEGER LLP <br />PUBLIC FINANCE & BOND BILLING POLICIES <br />1. Public Finance & Bond Rates. BB&K will provide bond counsel, special counsel or <br />disclosure counsel services at the request of the Client. Such bond counsel and special counsel <br />services include the preparation of all legislative approvals and legal documentation relating to the <br />appropriate sale and delivery of the bonds, notes or other obligations. BB&I{ will also prepare <br />such closing certificates and legal opinions necessary for the delivery of the bonds. As disclosure <br />counsel, we will prepare the disclosure documents for the Client and conduct the necessary due <br />diligence related to the transaction. Our fees will be determined based upon the type of financing <br />and the expected involvement of the attorneys involved. We will provide the Client with a detailed <br />description of our services and our fees and reimbursable costs upon the Client's request. <br />Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at <br />BB&K's option it may proceed on an hourly basis and utilize the Third Parry Reimbursable Legal <br />Services category provided for in this Amendment, including with respect to services rendered for <br />the formation of, or annexation to, a CFD (of either the City or other local public agency), as well <br />as the negotiation and preparation of funding agreements and joint financing agreements. Legal <br />services related to the Client's compliance with its continuing disclosure covenants and provide <br />such necessary advice on the Client's compliance shall be billed as Special Legal Services, above. <br />C-1 <br />