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AGREEMENT BETWEEN THE SUCCESSOR <br />AGENCY TO THE COMMUNITY REDEVELOPMENT <br />AGENCY OF THE CITY OF SANTA ANA <br />AND STIFEL, NICOLAUS & COMPANY, INC. <br />THIS AGREEMENT is made and entered into this _ day of June 2016, by and <br />between Stifel, Nicolaus & Company, Inc. (hereinafter "Consultant "), and the Successor Agency <br />to the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate <br />and politic (hereinafter "Successor Agency ") <br />RECITALS <br />A. The Successor Agency desires to retain a Consultant having special skill and <br />knowledge to perform on -call underwriting services to assist with the normal duties <br />associated with providing unde1writing services on all debt issues, bond issuances, <br />maintenance, and dissolution, and specialized legal counsel related to affordable <br />housing financing, refinancing, tax opinions, and additional legal services related to <br />various questions that may arise from time -to -time on programs, debt or borrowing <br />matters, and general statutory or constitutional law. <br />B. Consultant represents that it is able and willing to provide such services to the <br />Successor Agency. <br />C. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultaut under this <br />Agreement will be performed in compliance with such standards as may reasonably <br />be expected. <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 />L SCOPE OF SERVICES <br />Consultant shall provide on -call bond counsel services to assist with the normal duties <br />associated with providing bond counsel services on all debt issues, bond issuances, refinancing, <br />maintenance, and dissolution, and specialized legal counsel related to affordable housing <br />financing, tax opinions, and additional legal services related to various questions that may arise <br />from time -to -tinge on programs, debt or borrowing matters, and general statutory or constitution <br />law. See Exhibit A to this Agreement. <br />2. COMPENSATION <br />a. Successor Agency agrees to cormpensate Consultant pursuant to the Consultant's <br />Proposal dated November 14, 2014 attached hereto and incorporated herein as Exhibit B to this <br />Agreement. <br />,t• <br />