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CITY OF SANTA ANA <br />ASSESSMENT DISTRICT NO. 2015-01 <br />(WARNER INDUSTRIAL COMMUNITY) <br />LIMITED OBLIGATION IMPROVEMENT BONDS <br />BOND PURCHASE AGREEMENT <br />,2016 <br />City Council <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, California 92701 <br />Members of the City Council: <br />Brandis Tallman LLC (the "Underwriter ") acting not as fiduciary or agent for you, but on <br />behalf of itself, offers to enter into this Bond Purchase Agreement with the City of Santa Ana, <br />California (the "City ") which, upon acceptance, will be binding upon the City and the <br />Underwriter. This offer is made subject to its acceptance by the City on the date hereof, and it is <br />subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to <br />the acceptance by the City. Capitalized terms that are used in this offer and not otherwise <br />defined herein shall have the respective meanings ascribed to them in the Fiscal Agent <br />Agreement (as hereinafter defined), <br />The City acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such <br />term is defined below) pursuant to this Bond Purchase Agreement is an arm's - length commercial <br />transaction between the City and the Underwriter; (ii) in connection therewith and with the <br />discussions, undertakings and procedures leading up to the consummation of such transaction, <br />the Underwriter is and has been acting solely as a principal and is not and has not been acting as <br />a "municipal advisor" (as such term is defined in Section 15B of the Securities Exchange Act of <br />1934, as amended) to the City; (iii) the Underwriter has not assumed an advisory or fiduciary <br />responsibility in favor of the City with respect to the offering contemplated hereby or the <br />discussions, undertakings and procedures leading thereto (irrespective of whether the <br />Underwriter has provided other services or is currently providing other services to the City on <br />other matters); (iv) the Underwriter has financial interests that may differ from and be adverse to <br />those of the City; and (v) the City has consulted its own legal, fnraneial and other advisors to the <br />extent that it has deemed appropriate on this transaction. <br />EXHIBIT 5 <br />55B -121 <br />