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EXHIBIT B <br />"DEEMED FINAL CERTIFICATE" <br />FOR <br />PRELIMINARY OFFICIAL STATEMENT <br />2014 <br />Stifel, Nicolaus & Company, Incorporated <br />One Montgomery Street, 37th Floor <br />San Francisco, California 94104 <br />Re: Santa Ana Financing Authority <br />Water Revenue Refunding Bonds, Series 2014 <br />(Payable Solely from Installment Payments Secured <br />by Water System Net Revenues) <br />Ladies and Gentlemen: <br />With respect to the proposed sale by the Santa Ana Financing Authority (the <br />"Authority ") of its Santa Ana Financing Authority Water Revenue Refunding Bonds, Series <br />2014 (Payable Solely from Installment Payments Secured by Water System Net Revenues) (the <br />"Bonds "), the Authority has delivered to you a Preliminary Official Statement, dated the date <br />hereof (the "Preliminary Official Statement'). The Authority, for purposes of compliance with <br />Rule 15c2 -12 of the Securities and Exchange Commission under the Securities Exchange Act of <br />1934, as amended (the "Rule "), deems the Preliminary Official Statement to be final as of its <br />date, except for the omission of no more than the following information: the offering prices, <br />interest rates, selling compensation, aggregate principal amount, principal amount per maturity, <br />dates and amounts of mandatory sinking fund payments, delivery dates, ratings, and identity of <br />the purchasers and any other terms of the Bonds relating to such matters and any other <br />information permitted to be omitted by the Rule. <br />SANTA ANA FINANCING AUTHORITY <br />By: <br />Name: <br />Title: <br />46331.186.2 <br />B -1 <br />