Item PFA-3 - Water Revenue Bonds

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1. Upon the terms and conditions and upon the basis of the representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for reoffering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Santa Ana Public Financing Authority Water Revenue Bonds, Series 2024 (the "Bonds"). The purchase price of the Bonds shall be $ (representing the par amount of the Bonds, [plus/less] [net] original issue [premium/discount] of $ , and less an Underwriter's discount of $ ). The Preliminary Official Statement with respect to the Bonds, dated , 2024 (the "Preliminary Official Statement"), as amended to conform to the terms of this Purchase Contract, and dated the date hereof, and with such changes and amendments as are mutually agreed to by the Authority, the City and the Underwriter, including the cover page, the appendices, and all information incorporated therein by reference, is herein collectively referred to as the "Official Statement." The Authority and the City represent that they have deemed the Preliminary Official Statement to be final as of its date, except for either revision or addition of the offering price(s), yield(s) to maturity, selling compensation, aggregate denominational amount and maturity value, denominational amount and maturity value per maturity, delivery date, rating(s), and other terms of the Bonds that depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), by delivering a certificate to the Underwriter substantially in the form of Exhibit B attached hereto. 2. The Bonds shall mature on the dates and in the amounts, and will bear interest at the rates, set forth in Exhibit A attached hereto and as further described in the Official Statement. The Bonds shall be issued under and pursuant to the Indenture of Trust, dated as of 1, 2024 (the "Indenture"), between the Authority, U.S. Bank Trust Company, National Association ("U.S. Bank"), as trustee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. The Bonds are being issued to provide funds (i) to provide funds to refund in full the Authority's Water Revenue Refunding Bonds, Series 2014 (the "Refunded Bonds"), (ii) to finance a portion of the design acquisition and construction of certain improvements to the Water System of the City, and (iii) to pay certain costs of issuance of the Bonds. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A attached hereto and subject to Sections 3(c) and 3(d) hereof, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A "bona fide public offering" shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (defined below) an "issue price" or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as 2 Error! Unknown document property name.