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EXHIBIT A <br />SCOPE OF SERVICES <br />I. Special Counsel Services Relating to the Projects. Consultant is engaged by the City to provide special <br />counsel legal services with respect to two proposed developments in the City: <br />A. The development by The Related Companies, Inc., or an affiliate thereof ("Related"), of certain area referred <br />to as "South Bristol" which is located in the City of Santa Ana and is generally bordered by W. MacArthur Blvd. to the north, <br />Plaza Dr. to the west, Sunflower Ave. to the south, and S. Bristol St. to the east (the "South Bristol Project"); and <br />B. The development by Centennial, or an affiliate thereof ("Centennial"; and together with Related, the <br />"Developers"), of the existing "Main Place Mall" which is generally located at 2800 N Main St, Santa Ana, CA 92705 (the <br />"Main Place Project"; and, together with the South Bristol Reject, the "Projects"). <br />Consultant's services may include the following, from time to time, at the direction of the City: <br />1. Draft, review, revise, and/or provide comments regarding draft agreements and ancillary documents <br />including development agreements, lease agreements, amendments to existing agreements, and other agreements and <br />documents relating to the Projects (collectively, "Project Documents"); <br />2. Advise City staff, City consultants and City Council with respect to the City rights and obligations under <br />such Project Documents, negotiation strategy with respect to the Projects, considerations relating to the formation of an <br />enhanced infrastructure financing district ("EIFD") for the South Bristol Project, considerations relating to bond financing of <br />the Projects ("Bonds"), and other legal considerations with respect to the Projects, the EIFD, or Bonds; <br />3. Participate in negotiations with the Developers and other parties relating to the Projects and the Project <br />Documents; <br />4. Research and analysis of law as appropriate in connection with. the Rejects and the Project Documents; <br />5. Attend open and closed session City Council meetings with respect to the Projects, the EIFD, or Bonds; <br />6. If requested, prepare necessary ordinances, resolutions and similar documents as required to approve and <br />implement the Projects or form the EIFD; and <br />7. Such other matters related to the Projects, the EIFD, or Bonds, as may be requested by the City, excluding <br />bond counsel and disclosure counsel services and validation counsel services which are described below under the heading <br />"Bond and Disclosure Counsel Services." <br />II. Validation Counsel Services. At the direction of the City, Consultant will provide legal services relating to <br />the validation of the EIFD formation or any Bonds, which may be documented under a mutually agreeable supplement to this <br />agreement. Such validation legal services may include the following: <br />1. Prepare and/or review complaint and other filings and declarations for judicial validation action and, if <br />requested by the City, file such validation complaint; <br />2. Process judicial validation action in accordance with law and local court rules; prepare and/or review <br />summons and publish and disseminate summons as directed by trial court; <br />3. Research and analysis of law re EIFD law and authority to issue Bonds; and <br />4. Such other legal services as may be required to prosecute the judicial validation action to a final judgment. <br />10 <br />4862-4688-5795vl/200434-0006 <br />