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MASTER INSTALLMENT PURCHASE AGREEMENT <br />This MASTER INSTALLMENT PURCHASE AGREEMENT, made and entered into as <br />of , 2024, by and between the CITY OF SANTA ANA, a charter city and municipal <br />corporation organized and existing under and by virtue of the Constitution and the laws of the State <br />of California and its Charter (the "City"), and the SANTA ANA PUBLIC FINANCING <br />AUTHORITY, a joint exercise of powers authority and public entity duly organized and existing <br />under and by virtue of the State of California (the "Authority"); <br />WITNESSETH: <br />WHEREAS, the City expects to have the need from time to time to finance or refinance <br />the acquisition, construction and installation of improvements to its Water System (capitalized <br />terms used herein shall have the meanings given such terms in Section 1.01); <br />WHEREAS, the Authority desires to assist the City with such financings and refinancings; <br />WHEREAS, in order to accomplish such financings and refinancings, the City will incur <br />obligations payable from net revenues of its Water System; <br />WHEREAS, such obligations may be in the form of bonds of the Authority or may be in <br />the form of installment purchase agreements, leases or other contracts; <br />WHEREAS, the proceeds of such obligations will be used to finance and/or refinance the <br />acquisition, construction, installation and improvement of certain municipal water system facilities <br />of the City, as more fully described in Exhibit A hereof and as may be modified from time to time <br />in conformity with the same (the "Project"); <br />WHEREAS, the City has determined that the Project and the purchase of the Project and/or <br />Components thereof by the City is necessary and proper for City uses and purposes; <br />WHEREAS, the Authority proposes to sell and/or refinance the Project and/or Components <br />thereof from time to time to the City and the City desires to purchase the Project and/or <br />Components thereof from the Authority upon the terms and conditions set forth herein; <br />WHEREAS, concurrently with the prepayment of the Prior Obligations, the City will <br />reacquire the Project and resell the Project to the Authority and then repurchase the Project from <br />the Authority pursuant to a Supplement; <br />WHEREAS, the City and the Authority have duly authorized the execution of this <br />Installment Purchase Agreement; and <br />WHEREAS, all acts, conditions and things required by law to exist, to have happened and <br />to have been performed precedent to and in connection with the execution and delivery of this <br />Installment Purchase Agreement do exist, have happened and have been performed in regular and <br />due time, Ruin and manner as required by law, and the parties hereto are now duly authorized to <br />execute and enter into this Installment Purchase Agreement. <br />1 <br />55394.00068\42092413.3 <br />