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PROFESSIONAL SERVICES AGREEMENT WITH STIFEL FOR UNDERWRITER/PLACEMENT AGENT SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered CITY OF SANTA ANA into this ___day of April, 2014, by and between the , a charter city and municipal Corporation organized and existing under the Constitution and laws of the State of CityInvestment California (herein "") and Stifel, Nicolaus & Company, Incorporated (herein " Banker "). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF INVESTMENT BANKER 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, and subject to the execution of a bond purchase agreement between the City and Investment Banker containing customary representations, warranties and indemnities, the Investment Banker shall perform underwriting or placement agent services in connection with the 2014 Water Revenue Refunding Bonds project (“Bonds”) Investment Banker represents that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City of Santa Ana and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Investment Banker shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Investment Banker shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "A" and incorporated herein by this reference. 2.2 Payment. As underwriter, the Investment Banker will be compensated by an underwriting discount which will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. As a placement agent, compensation would be derived in the form of a fee negotiated in connection with the issuance of the Bonds. Payment or receipt of the underwriting discount or placement agent fee will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds.