ORRICK HERRINGTON & SUTCLIFFE - 2011

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14NSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: DEC 2 2011 N-2011-141 LEGAL SERVICES AGREEMENT CA0 Cl) sr- 1�ycle_ This AGREEMENT, made and entered into this day of September, 2011 by and —cA-far,C4 between Orrick, Herrington & Sutcliffe, a California professional law corporation (hereinafter "Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of municipal bond finance and financial disclosure law. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. EMPLOYMENT OF ATTORNEYS. City hereby agrees to and does employ Attorneys, for the compensation hereinafter specified, to assist the City Attorney in the representation of both the City of Santa Ana (the "City") and its Redevelopment Agency (the "Agency") in connection with (i) the sufficiency and accuracy of its disclosure filings with the SEC's Electronic Municipal Market Access system ("EMMA") with respect to all of the City's and Agency's outstanding bonds and certificates of participation and (ii) other financial and legal matters relating to the City's financial matters. In addition to such general legal advice as Attorneys may provide, services will include consulting with City and its trustee representatives, regarding the appropriate disclosure compliance filings, assistance with the preparation of all currently required annual filings, and the establishment by the City and Agency of a Disclosure Working Group to review the annual disclosure required to be made by the City and the Agency with EMMA, as well as any disclosures currently required in connection with new financings. Attorneys accept said employment and agree to perform, in timely and efficient manner all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. PAYMENT FOR SERVICES RENDERED. A. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at the blended and capped hourly rate of $450. B. REIMBURSEMENT FOR COSTS. City agrees to reimburse Attorneys for out-of- pocket expenses including mileage authorized by the City Attorney in connection with the performance of duties under this Agreement.