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REED S. DA?/I DSO N, LLP ATTORNEYS AT LAW DANA W. REED 3699 WILSNIRE BOULEVARD TE LEPRONE (2131 629-6200 CARP OAVI?SON FACSIMILE f2131 623-1692 STVART L. LEVITON SVITE 1290 FLORA S. YIN LOS ANGELES, CALIFORNIA 90010-2732 DANIEL K, AB RAMSON WW W.ROLITIGA ILA W.GOM COVNSEL OARRYL R. WOLO' B RAOLEY W. MERT2 JERRY MARGARET SIMMONS AL50 ADMITTED IN THE BISTRICT OF COLV MBIA April 1 1, 201 1 Mr. David N. Ream, City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Re: Retention of Reed 8c Davidson, LLP Dear Mr. Ream: Thank you for asking Reed 8c Davidson to perform legal services on behalf of the City of Santa Ana. The purpose of this letter is to outline the nature of the services we will provide and our fees. Under this agreement, we will provide general legal advice regarding political and election law. Initially, we will review the City's Utility Users Tax. We will be available to provide additional oral or written advice upon request. We will provide the above services at our reduced hourly rate for government entities, which is currently $350 per hour for attorneys and ranges from $85 to $140 per hour for paralegals and other support staff. We will also bill you for other expenses such as telephone, postage, photocopies, facsimiles and courier charges. We will submit bills on a monthly basis and expect to receive payment within 30 days. As you know, Reed 8r Davidson, LLP specializes in election and political law and represents a large number of organizations and individuals involved in the political process, including a wide variety of political interests. From time to time, we may represent the political interests of persons with whom you may not agree. We do not consider those conflicting political interests, however, to be conflicting legal interests subject to the prohibitions and requirements for disclosure by the Rules of Professional Conduct applicable to California attorneys. If we become aware of a conflict between your interests and those of another client, we will notify you as soon as we become aware of the conflict. In addition, we agree to keep confidential any confidential information you provide, and we will not share any confidential information we have obtained in representing other clients. You may cancel this agreement at any time, with or without cause, and we will be entitled to receive only those fees earned or costs incurred as of the termination date. We reserve the right