BLX GROUP, LLC FKA BOND LOGISTIX, LLC 5 -2010

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SLR ADVISORS - ASSET MANAC:EN-. 1 - BOND L 19ML 777 south Figueroa St s"ue szoo August 3, 2010 Los Angeles, CA 90017 PHONE 213 612 22? EAk z13 blz z4se City of Santa Ana - www.blmgroup-com 20 Civic Center Plaza M25 - 6th Floor P.O. Box 1988 Santa Ana, CA 92701 Re: Arbitrage Rebate Compliance Services Ladies and Gentlemen: This letter is to confirm the engagement of BLX Group LLC ("BLX"), formerly Bond Logistix LLC, by the City of Santa Ana ("Obligor") for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in the Internal Revenue Code (the "Code") and the legal advice described below. The calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto (the "Bonds") applying applicable federal tax rules. BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final maturity or redemption of the Bonds (each such date on which a rebate calculation is performed is referred to herein as a "Rebate Calculation Date") applying regulations of the United States Department of the Treasury ("Treasury") in effect on such Rebate Calculation Date. In addition, if a "penalty in lieu of rebate" election under Code Section 148(f)(4)(C)(vii) has been made by the Obligor with respect to the Bonds, BLX will calculate, every six months, the amount of such "penalty" as of the end of each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is performed is referred to herein as a "Penalty Calculation Date"). (The term "Calculation Date" as used herein shall refer to a Rebate Calculation Date or a Penalty Calculation Date, as appropriate.) In addition, if required or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions. With respect to each Calculation Date, BLX will prepare or cause to be prepared schedules reflecting the relevant calculations and the assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligor as to the amount of the rebate or penalty liability as of such Calculation Date. At the Obligor's election, which election is made by the Obligor's signature of this engagement letter, each such rebate or penalty liability report will include a legal opinion provided by the law firm, Orrick, scs c Herrington & Sutcliffe LLP ("Orrick"). Accordingly, the Obligor is retaining BLX for the purpose of obtaining legal advice from Orrick in the form of the legal opinion. BLX will engage Orrick to provide >A.c.as legal oversight and review as it deems necessary to render its opinion that the computations shown in the report were performed in accordance with applicable federal law and regulations. Because BLX is an Orrick subsidiary, you may choose to consult counsel other than Orrick about the terms of this engagement. L°.3s .'..?Fa?ELt3 The Obligor undertakes to provide or cause to be provided to BLX all such relevant data (the "Data"), as specified by BLX from time to time, and shall cooperate with all reasonable requests of BLX in connection therewith. BLX is authorized hereby to obtain Data held by a Trust Bank (the "Trustee") concerning funds and accounts established with regard to the bond issue(s) of the Obligor listed on ICJRT._a;aa Exhibit A hereto. If available, BLX is authorized to obtain access to view and download said Data from any "online" or "internet based" system or application maintained by the Trustee for such purposes. If SAN rA.ANCaco such systems or applications are not maintained by the Trustee BLX is authorized to request the Data from the Trustee in a format useful to BLX, and otherwise available to the Trustee. The Obligor also TAMi A agrees to inform BLX of any actual or planned early redemption of the Bonds at its earliest opportunity. EXHIBIT 1