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AGREEMENT WITH MANATT GOVERNMENT STRATEGIES LLC TO PROVIDE <br /> GOVERNMENT AFFAIRS AND FEDERAL ADVOCACY SERVICES <br /> THIS AGREEMENT is made and entered into on this 3rd day of February, 2026 by and <br /> between Manatt Government Strategies LLC ("Consultant") a Delaware Limited Liability <br /> Company and the City of Santa Ana, a charter city and municipal corporation organized and <br /> existing under the Constitution and laws of the State of California("City"). <br /> RECITALS <br /> A. On December 1, 2025 the City issued Request for Proposal No. 25-143 seeking to retain a <br /> Consultant having special skill and knowledge to provide strategic government affairs and <br /> federal advocacy services on behalf of the City. <br /> B. Consultant submitted a responsive proposal that was selected by the City. Consultant <br /> represents that it is able and willing to provide the services described in the scope of work <br /> that was included in RFP No. 25-143,which is attached hereto as Exhibit A. Consultant's <br /> responsive proposal to RFP No. 25-143 shall be incorporated herein by reference as though <br /> fully attached to this Agreement. <br /> C. In undertaking the performance of this Agreement, Consultant represents that it is <br /> knowledgeable in its field and that any services performed by Consultant under this <br /> Agreement will be performed in compliance with such standards as may reasonably be <br /> expected from a professional consulting firm in the field. <br /> NOW THEREFORE,in consideration of the mutual and respective promises,and subject <br /> to the terms and conditions hereinafter set forth, the parties agree as follows: <br /> 1. SCOPE OF SERVICES <br /> A. Consultant shall perform during the term of this Agreement, the tasks and <br /> obligations including all labor, materials, tools, equipment, and incidental customary work <br /> required to fully and adequately complete the services described and set forth in Exhibit A, <br /> attached hereto and incorporated by reference. <br /> B. The City acknowledges that Consultant is a wholly owned subsidiary of the law <br /> firm Manatt,Phelps&Phillips, LLP (the"Firm"). However,the City is engaging Consultant only, <br /> Consultant is not a law firm, and Consultant will only provide non-legal consulting services. As <br /> such, no attorney-client relationship with Consultant or the Firm shall exist by virtue of this <br /> Contract or Consultant's services. Consultant may engage professionals to render services to the <br /> City, which may include attorneys who are partners or associates of the Firm. Even where an <br /> attorney may be involved in connection with Consultant's services to the City,neither any attorney <br /> engaged by Consultant nor Consultant will be providing legal services to the City and none of the <br /> protections of the attorney-client relationship or the attorney-client privilege for communications <br /> will exist with respect to the services rendered by Consultant. Further, the Firm's lawyers would <br /> not be prohibited from providing legal services to clients in unrelated legal matters that are adverse <br /> to the City. While conflicts of interest rules applicable to lawyers would not apply to Consultant, <br /> Page 1 of 8 <br /> #2148882v1 <br />