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09960.00000\42067547.1 1 <br />LEGAL SERVICES AGREEMENT WITH <br />BEST BEST & KRIEGER LLP <br />This AGREEMENT, made and entered into this 2nd day of April, 2024, by and between Best Best <br />& Krieger LLP (“Bond Counsel”), and the City of Santa Ana, a charter city and municipal <br />corporation duly organized and existing under the constitution and laws of the State of California <br />("City”). <br />RECITALS <br />A.The City of Santa Ana desires to employ Bond Counsel to provide legal services described as <br />Disclosure and Bond Counsel Services related to a proposed issuance for Water Revenue <br />Bonds (the “Bonds”) issued with the participation of the Santa Ana Financing Authority, as <br />further detailed below. <br />B.Bond Counsel represents that they are licensed to practice law in the State of California, have <br />special experience and knowledge related to administrative and litigation matters concerning <br />the above services, and desire to undertake such services. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1.RETENTION OF BOND COUNSEL On an as-needed basis, and at the sole discretion of <br />the City, City hereby agrees to and does retain Bond Counsel, for the compensation hereinafter <br />specified, to provide, and Bond Counsel agrees to provide, legal services in connection with the <br />issuance of Bonds. Such services shall include the rendering of legal opinions (hereinafter called the <br />“opinions”) pertaining to the issuance of the Bonds to the effect that <br />The Bonds have been properly issued and are valid and binding obligations; and <br />The essential sources of security for the Bonds have been legally provided; and <br />Interest on the Bonds is exempt from federal gross income and California personal <br />income taxation. <br />Bond Counsel’s services will also include: <br />Researching applicable laws and ordinances relating to the proposed Bonds; <br />Attending conferences and consulting with City staff and counsel regarding such <br />laws, and the need for amendments thereto, or additional legislation; <br />Participating in meetings, conferences or discussions with any financial advisors, <br />underwriters or other experts retained by the City with respect to the issuance of <br />the Bonds; <br />Supervising and preparing documentation of the steps to be taken through the <br />issuance of the Bonds, including: (city comment: because the agreement is already <br />organized into numbered provisions, recommend that the points below be given <br />alpha designation or other) <br />EXHIBIT 1