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EXHIBIT 3 <br />EXHIBITTrrA <br />I♦3 1n <br />Indian wan: <br />Ontario <br />(mine 588-26I1 <br />Irvine <br />BEST BEST & KRIEGER 3 <br />(A09) a <br />(949)193-200 <br />ATTORNEYS AT LAW <br />Sacramento <br />(91e)]25.4005�4000 <br />Los Angeles <br />San Mail. <br />(213)617-0100 <br />1619)525-1300 <br />Manhattan Beach <br />3390 University Avenue, Slh Floor, P.O. Box 1028. Riverside. CA 92502 <br />(310) 643-844B <br />Phone: (951) 686.1450 1 Far. (951) 686.3083 1 www.bbklaw.com <br />WaHul Greek <br />(925) 977.3300 <br />Washington. BC <br />Kim A. Byrens <br />t202)785-O600 <br />(951)826-8273 <br />kim.byrens@bbklaw.com <br />File No. 99999.09999 <br />August 5, 2019 <br />Kathryn Downs <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, California 92701 <br />Re: Bond Counsel and Disclosure Counsel Services to the City of Santa for <br />its Gas Tax Revenue Refunding Bonds, Series 2019 <br />Dear Kathryn: <br />We are pleased to submit this letter to you in connection with our services as bond <br />counsel and disclosure counsel to the City of Santa Ana (the "City") relating to the proposed <br />issuance of the City's above -captioned Gas Tax Revenue Refunding Bonds, Series 2019 (the <br />"Bonds") which will refinance outstanding bonds originally issued to finance public capital <br />improvements for the City. The firm of Best Best & Krieger LLP will serve as bond counsel and <br />disclosure counsel on this matter and proposes to perform the following services on the basis set <br />forth in this letter. <br />As bond counsel we will confer and consult with City staff on all matters relating to the <br />financing. We will assist the City in identifying the most advantageous method of financing <br />based upon our experience and we will attend all meetings of the City's staff, consultants and <br />financial advisor at which financing methods are to be discussed and analyzed for successful <br />completion of the financing. <br />With respect to the Bonds, our services will include the preparation of all agreements, <br />resolutions, notices, bond forms and all other legal documents required by California law for the <br />execution, sale and delivery of the Bonds. We will attend all meetings in which the Bonds will <br />be discussed or any action in connection with the proceedings is to be taken. <br />Subject to completion of the financing to our satisfaction, Best Best & Krieger LLP will <br />issue its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings <br />have been legally undertaken for the authorization, execution, sale and delivery of the Bonds, or <br />other transactions relating to the financing and that interest paid with respect to the Bonds is <br />55384.00019U2244713.1 <br />25B-26 <br />