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Stradg '' <br />STRADLING YOCCA CARLSON S. RAUTH, P.C, <br />CALIFORNIA <br />650 NEWPORT CENTER DRIVE, SUITE 1600 <br />NEWPORT BEACH <br />Attorneys at Law <br />NEWPORT <br />NEWPORT BEACH, CA 92680 -6422 <br />SACRAMENTO <br />SAN DIEGO <br />SAN FRANCISCO <br />SANTA BARBARA <br />_ <br />SANTA MONICA <br />THOMAS CLARK, JR. <br />COLORADO <br />(949) 725 4140 <br />DENVER <br />TCLARK @SYCR.COM <br />EN VADA <br />RENO <br />WASMNGTON <br />SEATTLE <br />June 28, 2016 <br />David Cavazos, City Manager <br />City of Santa Ana, as Successor Agency to <br />the former Community Redevelopment Agency <br />20 Civic Center Plaza, M -25 <br />Santa Ana, California 92701 <br />Re: Successor Agency to the Former Community Redevelopment Agency of the <br />City of Santa Ana Refinancing <br />Dear Mr. Cavazos: <br />Stradling Yocca Carlson & Rauth (the "Firm ") has been invited to represent Stifel, Nicolaus <br />& Company, Incorporated (the "Underwriter ") as underwriter's counsel in connection with the <br />refunding of certain outstanding bonds of the Community Redevelopment Agency of the City of <br />Santa Ana (the "Successor Agency "). The refunding transaction is referred to herein as the <br />"Transaction ". <br />The Firm represents and has represented the Successor Agency as special counsel with <br />respect to various matters from time to time as requested by the Successor Agency. The Firm acted <br />as disclosure counsel to the former agency in connection with its 2011 issue of bonds and the bonds <br />to be issued as part of the Transaction are proposed to be issued on a parity with the 2011 Bonds. <br />The Firm also has represented and represents the Underwriter on numerous municipal bond <br />financings with respect to other matters having to the best of our knowledge no bearing on the <br />Successor Agency's interests or projects. <br />In light of these past representations, we believe it is necessary to inform you of the potential <br />conflict of interest and obtain a consent from the Successor Agency and the Underwriter with respect <br />to such conflict. <br />Conflicts of Interest <br />The Firm's representation of the Underwriter in connection with the bond issue creates <br />certain conflicts of interest, in that the interests and objectives of the Underwriter may be in conflict <br />with the objectives of the Successor Agency with respect to the financing documents. <br />DOCSOC/ 1763956 v4/029999 -0000 <br />It 0' 11 <br />