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STIFELOne Montgomery Street, 37`h Floor, San Francisco, CA 94104 March 18, 2014 Francisco Gutierrez, Executive Director /City Treasurer City of Santa Ana Finance & Management Services Agency P.O. Box 1988 Santa Ana, CA 92702 Re: Underwriter Engagement Relating to Potential Municipal Securities Transaction — City of Santa Ana, 2014 Water Revenue Refunding Bonds Dear Mr. Gutierrez: The City of Santa Ana (the "Issuer ") and Stifel, Nicolaus & Company, Incorporated ( "Stifel ") are entering into this memorandum to confirm that discussions related to potential issue of a particular issuance (of series of issuances) of municipal securities related to the refunding of the Series 2004 Water Revenue Bonds by the proposed 2014 Water Revenue Refunding Bonds (the "Issue" or the "Bonds ") and that the Issuer and Stifel are hereby entering into this engagement letter to formalize Stifel's role as underwriter or placement agent with respect to the Issue as defined in MSRB Rule G -23. Issuer and Stifel acknowledge that, in all discussions that they will have concerning the potential municipal securities transaction, Stifel will not be serving the role of municipal advisor as defined in the SEC's Municipal Advisor Rule with current effective date of implementation of July 1, 2014. To that end, the Issuer agrees to provide specific project related information to Stifel and Stifel agrees to provide input to the Issuer relating to options concerning structure, timing, terms, and other similar matters related to the expected transaction referenced above. Limitation of Engagement This Memorandum establishes an engagement which does not obligate either parry to execute a municipal securities transaction or to enter into a bond purchase agreement or any other legally binding transaction. The engagement is preliminary in nature, and Issuer acknowledges that it intends or reasonably expects to engage Stifel as the underwriter for the identified issuance of municipal securities. This engagement may be subject to conditions such as formal approval of the selection of Stifel as underwriter or placement agent by the applicable governing body and the formalization of the structure and terms for the sale or placement of the issue. Additionally, this Memorandum does not restrict the Issuer from entering into engagement letters with more than one underwriter, provided that the issuer reasonably expects to engage each such underwriter. This engagement is nonbinding and may be terminated immediately at any time for any reason by either party upon written notice. Exhibit ,3 25B -9