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uvSURANCE ON FILE A-2021-022 <br />o WORK MAY PROCEED <br />UNTIL INSURANCE EXPIRES EXHIBIT 3 <br />'— CLERK OF COUNCIL <br />Q DATE: <br />\ LEGAL SERVICES AGREEMENT WITH <br />0. FM$A �S2Yaio��dG� 1 �O) �a Stradline Yocca Carlson & Rauth A Professional Corporation <br />This AGREEMENT, made and entered into this Sixteenth (16) day of February, 2021, by and <br />between Stradling Yocca Carlson & Rauth A Professional Corporation ("Bond Counsel"), and the <br />City of Santa Ana, a charter city and municipal corporation duly organized and existing under the <br />constitution and laws of the State of California ("City"). <br />RECITALS <br />A. The City of Santa Ana desires to employ Bond Counsel to provide legal services described <br />as Disclosure, Bond and Validation Counsel Services related to a proposed issuance for <br />Pension Obligation Bonds (the "Bonds"), as further detailed below. <br />B. Bond Counsel represents that they are licensed to practice law in the State of California, have <br />special experience and knowledge related to administrative and litigation matters concerning <br />the above services, and desire to undertake such services. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. RETENTION OF BOND COUNSEL On an as -needed basis, and at the sole discretion of <br />the City, City hereby agrees to and does retain Bond Counsel, for the compensation hereinafter <br />specified, to provide, and Bond Counsel agrees to provide, legal services in connection with the <br />judicial validation and issuance of Bonds. Such services shall include the rendering of legal opinions <br />(hereinafter called the "opinions") pertaining to the issuance of the Bonds to the effect that <br />• The Bonds have been properly issued and are valid and binding <br />obligations; and <br />The essential sources of security for the Bonds have been legally <br />provided; and <br />• Interest on the Bonds is exempt from California personal income <br />taxation. <br />Bond Counsel's services will also include: <br />• Researching applicable laws and ordinances relating to the proposed <br />Bonds; <br />Attending conferences and consulting with City staff and counsel <br />regarding such laws, and the need for amendments thereto, or <br />additional legislation; <br />• Participating in meetings, conferences or discussions with any financial <br />advisors, underwriters or other experts retained by the City and with <br />representatives of PERS with respect to the issuance of the Bonds; <br />4831-7382-2682v2/200434-0005 <br />