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AGREEMENT FOR SPECIAL COUNSEL SERVICES a THIS AGREEMENT is made and entered into as of this ist day of May, 1992, by and between the CITY OF SANTA ANA, hereinafter called the "City," and ORRICK, HERRINGTON & SUTCLIFFE, attorneys at law, Los Angeles, California, hereinafter called "Counsel." R E C I T A L S WHEREAS, the City desires to employ Counsel to provide legal services incident to the sale and delivery of certificates of participation (the "Certificates") for the purpose of financing a police building and holding facility; and WHEREAS, Counsel is prepared and able to provide all legal services required and necessary incident to the sale and delivery of the Certificates, as more fully described below. C 0 V E N A N T S NOW, THEREFORE, it is mutually agreed by the parties hereto as follows: Section 1. AGREEMENT FOR SERVICES. The City employs Counsel to render, and Counsel agrees to render, legal services incident to the authorization, sale and delivery of the Certificates as follows: 1. Consultation with representatives of the City and its financial advisor concerning the timing, terms and structure of the financing, including analysis of the advantages and disadvantages of each available financing technique and considerations of state and federal tax law and public finance law. 2. Preparation of legal proceedings for the authorization, sale and delivery of the Certificates, including preparation and/or review of the necessary resolutions, any ground or facilities leases or subleases, trust agreements, assignment agreements and other necessary documents for the execution and delivery of the Certificates; supervision of the printing of the Certificates; preparation of other proceedings and documents (including closing papers) incidental to or in connection with the execution and delivery of the Certificates, including a signature and no litigation certificate and a tax certificate; and coordination of the closing. LA 1-20214.1