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s <br />SUCCESSOR AGENCY TO THE FORMER <br />COMMUNITY REDEVELOPMENT AGENCY <br />OF THE CITY OF SANTA ANA <br />TAX ALLOCATION REFUNDING BONDS <br />SERIES 2018A (TAX-EXEMPT) <br />EXHIBIT 3 <br />s <br />SUCCESSOR AGENCY TO THE FORMER <br />COMMUNITY REDEVELOPMENT AGENCY <br />OF THE CITY OF SANTA ANA <br />TAX ALLOCATION REFUNDING BONDS <br />SERIES 2018B (FEDERALLY TAXABLE) <br />Bond Purchase Agreement <br />2018 <br />Successor Agency to the former Community <br />Redevelopment Agency of the City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, California 92701 <br />Ladies and Gentlemen: <br />Samuel A. Ramirez & Co., Inc. (the "Underwriter") offers to enter into this Bond Purchase <br />Agreement (the "Bond Purchase Agreement") with the Successor Agency to the former Community <br />Redevelopment Agency of the City of Santa Ana (the "Successor Agency"), which will be binding <br />upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor <br />Agency. This offer is made subject to its acceptance by the Successor Agency by execution of this <br />Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, <br />on the date hereof. <br />The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the above - <br />captioned Bonds (and defined below) pursuant to this Bond Purchase Agreement is an arm's-length <br />commercial transaction between the Successor Agency and the Underwriter; (ii) in connection with <br />such transaction, including the process leading thereto, the Underwriter is acting solely as a principal <br />and not as an agent or a fiduciary of the Successor Agency; (iii) the Underwriter has neither assumed <br />an advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering <br />of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the <br />Underwriter, has advised or is currently advising the Successor Agency on other matters) nor has it <br />assumed any other obligation to the Successor Agency except the obligations expressly set forth in <br />this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from <br />those of the Successor Agency; and (v) the Successor Agency has consulted with its own legal and <br />financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. <br />The Successor Agency hereby acknowledges receipt from the Underwriter of disclosures <br />required by the Municipal Securities Rulemaking Board ("MSRB") Rule G-17 (as set forth in MSRB <br />Notice 2012-25 (May 7, 2012), relating to disclosures concerning the Underwriter's role in the <br />transaction, disclosures concerning the Underwriter's compensation, conflict disclosures, if any, and <br />disclosures concerning complex municipal securities financing, if any. The Successor Agency <br />acknowledges that it has engaged Urban Futures Incorporated (the "Municipal Advisor"), as its <br />SA -3-93 <br />