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June 28, 2021 <br />Via E-Mail <br />pbarich@cityofredlands.org <br />Paul T Barich <br />Mayor <br />City of Redlands <br />35 Cajon Street <br />Redlands, CA 92373 <br />Re City of Redlands — Lease Revenue Bonds <br />Dear Mr Barich <br />C <br />Orrick <br />Orrick, Herrington & Sutcliffe LLP <br />2050 Main Street <br />Suite 1100 <br />Irvine, CA 92614-8255 <br />+1 949 567 6700 <br />orrick.com <br />Donald S Field <br />E dfield@orrick.com <br />D +1 949 852 7727 <br />F +1 949 567 6710 <br />On behalf of Orrick, Herrington & Sutcliffe LLP ("Orrick"), I would like to express our <br />appreciation for your choice of our firm to serve as bond counsel ("Bond Counsel") to the City of <br />Redlands (the "Issuer"), in connection with the proposed issuance of Lease Revenue Bonds (the <br />"Bonds") to finance (a) the acquisition of a building for purposes of relocating the City's Police and <br />Fire Departments' headquarters as well as City Hall, and (b) streetlight retrofitting (the "Project") <br />The purpose of this engagement letter and the attached Standard Terms of Engagement <br />(collectively, the "Agreement") is to confirm the terms and conditions upon which Omck will be <br />providing legal services to the Issuer We believe that a mutual understanding of these terms and <br />conditions at the outset is fundamental to establishing a good working relationship <br />Orrick's services as bond counsel to the Issuer in this transaction will consist of the Customary <br />Bond Counsel Services described in the Standard Terms of Engagement and the following <br />additional services to the Issuer (i) preparation of documents to be adopted or entered into by the <br />Issuer and a joint powers authority required for the issuance of the Bonds, including preparation of <br />the authorizing resolutions, the indenture, the ground lease, the lease agreement and the assignment <br />agreement (the "Major Legal Documents") and (ii) preparation of summaries of the Major Legal <br />Documents included in the official statement <br />In consideration of the services set forth above, the Issuer shall pay to Omck a fee of $45,000 This <br />fee is based upon the assumption that the Bonds will be issued as a single series of fixed rate bonds <br />on a single date, the scope of services will be limited and conform to the description thereof <br />contained in this Agreement, the transaction will not have an extraordinary number of <br />problems/issues, including with respect to the tax due diligence related to the underlying capital <br />projects or real estate matters in connection with the transaction, the parties will work to minimize <br />the number of meetings, conference calls and document distributions, the purposes of the financing <br />and the structure of the transaction will not materially change after preparation of the documents has <br />commenced, and the Bonds will be issued not later than eighteen months of the date hereof If any <br />4123 3987 6400 1 <br />