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STIFEL <br />C. Conflicts of Interest <br />Does there exist any relationship between your firm and any other non-affiliated firms) or individuals involving any compensation arrangement that <br />may be associated with your possible engagement to assist with the City's proposed debt issue? <br />There appear to be no conflicts or perceivable conflicts of interest. To the best of our knowledge, Stifel has no such <br />arrangements material to our services and performance related to this agreement. <br />City of Santa Ana I Proposal to Provide Underwriting Services Appendix F <br />