Item PFA-3 - Water Revenue Bonds

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EXHIBIT 5 Stradling Yocca Carlson & Rauth Draft of May 17, 2024 SANTA ANA PUBLIC FINANCING AUTHORITY WATER REVENUE BONDS, SERIES 2024 BOND PURCHASE AGREEMENT , 2024 Santa Ana Public Financing Authority c/o City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: Executive Director City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: Acting City Manager Ladies and Gentlemen: Samuel A. Ramirez & Co., Inc. (the "Underwriter"), acting on behalf of itself and not as an agent or fiduciary for you, offers to enter into this Bond Purchase Agreement (this "Purchase Contract") with the Santa Ana Public Financing Authority (the "Authority") and the City of Santa Ana (the "City") with regard to the Bonds described below, which Purchase Contract, upon the acceptance hereof by the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to the written acceptance of this Purchase Contract by the Authority and the City and the delivery of such acceptance to the Underwriter at or prior to 11:59 p.m., Pacific time, on the date hereof, and, if it is not so accepted, such offer may be withdrawn by the Underwriter upon written notice to the Authority and the City by the Underwriter at any time before its acceptance. Each of the Authority and the City acknowledges and agrees that (i) the purchase and sale of the Bonds (as defined below) pursuant to this Purchase Contract is an arm's-length commercial transaction between the Authority, the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of such transaction, the Underwriter is acting solely as a principal and not as an agent or fiduciary of the Authority or the City, (iii) the Underwriter has not assumed an advisory or a fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings, and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters) and the Underwriter has no obligation to the Authority or the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract, and (iv) the Authority and the City have consulted their own legal, financial, and other advisors to the extent they have deemed appropriate. Error! Unknown document property name.