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or (ii) an amount based on the total principal amount of the bonds to be sold, computed as <br />follows: <br />.35% of the first $6 million of the arnocmt of the bonds issued plus, <br />.25% of the next $10 million of the amount thereof, phis <br />.125% of the amount thereof, if any, over $16 million. <br />Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third <br />party, at BB&K's option it may proceed on a hourly basis at the private posted rates of the <br />attorneys involved with respect to services rendered for the formation of or annexation to an AD, <br />as well as the negotiation and preparation of funding agreements and joint financing agreements. <br />Hourly compensation shall be payable solely from deposits of third parties and bond counsel fees <br />shall be payable solely from the proceeds of the sale of bonds. <br />4. Investment and Other Agreements. For investment agreements, derivative <br />transactions or interest rate swaps relating to of any bond issue, a separate fee will be charged <br />depending on the type of derivative. Generally, our fee for a derivative transaction mirrors our <br />bond counsel fee. Review of investment agreements will be charged at our hourly rates. <br />5. Disclosure Counsel. Our disclosure counsel fees for financings of the City of <br />Santa Ana in the range of $10 million to $30 million will be $25,000. Our disclosure counsel <br />services will include preparation and delivery of a preliminary official statement, bond purchase <br />contract, final official statement, and continuing disclosure undertaking. If the transaction <br />exceeds $30 million, we will seek additional compensation based upon an arrangement with the <br />City of Santa Ana. <br />The fees include our disclosure counsel services described above together with travel <br />expenses to two meetings at the City of Santa Ana offices. These fees do not include attendance <br />at any ratings presentations of the City of Santa Ana or related expenses. If other services are <br />requested by the City of Santa Ana which are not within the scope of those provided for above, <br />they will be performed on an hourly basis at the private posted rates of the attorneys involved. <br />Our fees for bond and disclosure counsel will be payable from proceeds of each series of <br />the bonds upon their issuance, and are not contingent on the bonds being sold. <br />6. Issuer's Counsel Opinions. Por all Issuer's Counsel Opinions provided by BB&K <br />in connection with any bond financing, fees shall be the following: (1) for opinions on financings <br />for which BB&K does not provide bond counsel and disclosure counsel services, $10,000; (2) <br />for opinions on financings for which BB&K provides bond counsel services only, $5,000; (3) for <br />opinions on financings for which BB&K provides disclosure counsel services only, $2,500; and <br />(4) for opinions on financings for which BB&K provides both bond and disclosure counsel <br />services, there will be no charge. <br />Exhibit A-1 <br />55394.00000A9187497.1 <br />