Item 33 - Pension Debt Refinancing and Related Bond Financing

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Stradling Yocca Carlson & Rauth Draft of March 3, 2021 4821-4853-6027v3/200434-0005 $_________ CITY OF SANTA ANA TAXABLE PENSION OBLIGATION BONDS, SERIES 2021 BOND PURCHASE AGREEMENT ___________, 2021 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Ladies and Gentlemen: The undersigned _______________ (the “Representative”), on behalf of itself and on behalf of _______________ (collectively, the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of Santa Ana, California (the “City”), which, upon the acceptance by the City, will be binding upon the City and the Underwriter. This offer is made subject to acceptance by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement (defined herein). Section 1. Purchase and Sale. Upon the terms and conditions and on the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the City of Santa Ana Taxable Pension Obligation Bonds, Series 2021 (the “Bonds”) in the aggregate principal amount of $________. The Bonds shall be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on [July] 1 and [January] 1 in each year, commencing ________ 1, 2021 (each an “Interest Payment Date”) and will bear interest at the rates and on the dates as set forth in Exhibit A hereto. The purchase price for the Bonds shall be $________ (which represents the principal amount of the Bonds in the amount of $________, less an Underwriter’s discount of $________. The Underwriter agrees to make a bona fide public offering of the Bonds at the initial offering yields set forth in the Official Statement (defined herein); however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering yields as the Underwriter shall deem necessary in connection with the marketing of the Bonds. The Underwriter agrees that, in connection with the public offering and initial delivery of the Bonds to the purchasers thereof from the Underwriter, the Underwriter will deliver or cause to be delivered to each purchaser a copy of the final Official Statement prepared in connection with the Bonds, for the time period required under Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2- 12”). Terms defined in the Preliminary Official Statement, and to be set forth in the final Official Statement are used herein as so defined. EXHIBIT 3