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EXHIBIT 5 I�:1:11-3Y�•y CB Draft 10/1612019 CITY OF SANTA ANA GAS TAX REVENUE REFUNDING BONDS, SERIES 2019 BOND PURCHASE AGREEMENT 12019 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Ladies and Gentlemen: Samuel A. Ramirez & Co., Inc., (the "Underwriter') offers to enter into the following agreement with the City of Santa Ana (the "City') for the purchase of the above -captioned bonds (the `Bonds"). Upon the acceptance of this offer by the City, this Bond Purchase Agreement (the "Purchase Agreement') will be binding upon the City and the Underwriter. This offer is made subject to the acceptance of this Purchase Agreement by the City on or before 5:00 P.M. California time on the date hereof and, if not so accepted, will be subject to withdrawal upon written notice (by facsimile transmission or otherwise) from the Underwriter delivered to the City at any time prior to the acceptance of this Purchase Agreement by the City. If the Underwriter withdraws this offer, or the Underwriter's obligation to purchase Bonds is otherwise terminated pursuant to Section 8(c) hereof, then and in such case the City shall be without any further obligation to the Underwriter, including the payment of any casts set forth under Section 9(b) hereof, and the City shall be free to sell the Bonds to any other party. Capitalized terms used in this Purchase Agreement not otherwise defined herein shall have the respective meanings set forth for such terms in the Indenture (as hereinafter defined). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the City, but rather is acting solely in its capacity as an underwriter for its own account. The Underwriter represents and warrants to the City that it is duly authorized to enter into this Purchase Agreement and to act hereunder. Sectionl. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the City, and the City agrees to sell and deliver to the Underwriter, all (but not less than all) of the $ principal amount of the Bonds. The Bonds shall be dated as of December [5], 2019 (the "Closing Date') and shall have the maturities, be subject to redemption, and bear interest at the rates per annum and have the yields all as further described in the Official Statement, dated the date hereof, relating to the Bonds (including its appendices, 55A-126