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MASTER INSTALLMENT PURCHASE AGREEMENT <br />This MASTER INSTALLMENT PURCHASE AGREEMENT, made and entered into as <br />of August 1, 2014, 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 <br />State of California and its Charter (the "City "), and the SANTA ANA 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 <br />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 <br />facilities of the City, as more fully described in Exhibit A hereof and as may be modified from <br />time to time in conformity with the same (the "Project "); <br />WHEREAS, the City has determined that the Project and the purchase of the Project <br />and /or 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 <br />Components thereof from time to time to the City and the City desires to purchase the Project <br />and/or 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; <br />WHEREAS, all acts, conditions and things required by law to exist, to have happened <br />and to have been performed precedent to and in connection with the execution and delivery of <br />this Installment Purchase Agreement do exist, have happened and have been performed in <br />regular and due time, Ruin and manner as required by law, and the parties hereto are now duly <br />authorized to execute and enter into this Installment Purchase Agreement; <br />55394,00011 \8819608.3 1 <br />