25E - AGMT - EMPLOYMENT CM - CA - COTC

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or (ii) an amount based on the total principal amount of the bonds to be sold, computed as follows: .35% of the first $6 million of the amount of the bonds issued plus, .25% of the next $10 million of the amount thereof, plus .125% of the amount thereof, if any, over $16 million. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BB &K's option it may proceed on a hourly basis at the private posted rates of the attorneys involved with respect to services rendered for the formation of or annexation to an AD, as well as the negotiation and preparation of funding agreements and joint financing agreements. Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees shall be payable solely from the proceeds of the sale of bonds. 4. Investment and Other Agreements. For investment agreements, derivative transactions or interest rate swaps relating to of any bond issue, a separate fee will be charged depending on the type of derivative. Generally, our fee for a derivative transaction mirrors our bond counsel fee. Review of investment agreements will be charged at our hourly rates. 5. Disclosure Counsel. Our disclosure counsel fees for financings of the City of Santa Ana in the range of $10 million to $30 million will be $25,000. Our disclosure counsel services will include preparation and delivery of a preliminary official statement, bond purchase contract, final official statement, and continuing disclosure undertaking. If the transaction exceeds $30 million, we will seek additional compensation based upon an arrangement with the City of Santa Ana. The fees include our disclosure counsel services described above together with travel expenses to two meetings at the City of Santa Ana offices. These fees do not include attendance at any ratings presentations of the City of Santa Ana or related expenses. If other services are requested by the City of Santa Ana which are not within the scope of those provided for above, they will be performed on an hourly basis at the private posted rates of the attorneys involved. Our fees for bond and disclosure counsel will be payable from proceeds of each series of the bonds upon their issuance, and are not contingent on the bonds being sold. 6. Issuer's Counsel Opinions. For all Issuer's Counsel Opinions provided by BB &K in connection with any bond financing, fees shall be the following: (1) for opinions on financings for which BB &K does not provide bond counsel and disclosure counsel services, $10,000; (2) for opinions on financings for which BB &K provides bond counsel services only, $5,000; (3) for opinions on financings for which BB &K provides disclosure counsel services only, $2,500; and (4) for opinions on financings for which BB &K provides both bond and disclosure counsel services, there will be no charge. 55394.00000 \9187497.1 Exhibit A -1 25E -22