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INSURANCEON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK —OF GATE: 6-//- o7 b. 1: ms (Y) (F. Cwlletrez) PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR N-2007-059 This agreement has been entered into this /G day of �, a2� by and between the City of Santa Ana, California (the "City") and Fieldman, Rolapp & Associates, (herein, the "Consultant"). WHEREAS, the City desires independent financial advisory services to be performed in connection with assist in reviewing financing mechanisms to provide funding for road improvements (herein, the "Project"); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose of financial planning, (herein, the "Services"). WHEREAS, the Consultant is well qualified to provide professional financial advice to public entities such as the City; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows: Section 1 Financial Advisory Services. As directed by the City, Consultant will provide services in connection with the assist in reviewing financing mechanisms to provide funding for road improvements as such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City of Santa Ana. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder. Section 2 Additional Services. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement, shall be additional services. Additional services include, but are not limited to, the following: 2.01 Assisting the City in obtaining enabling legislation or conducting referendum elections. 2.02 Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. 2.04 Financial management services, including development of financial policies, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement. CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES Page 1 FRA0979111 vi_LLdoc/Project# 07142 Rcv. Date. S 9 (17/JVF/jc