55B - RESO - WARNER ASSESSMENT DISTRICT

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Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds (the `Bonds ") in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be. dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on March 2 and September 2 in each year, commencing March 2, 2017) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified, as such in Exhibit A. (b) The Bonds are issued under: (i) the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "1915 Act'); (ii) the Fiscal Agent Agreement, dated as of July 1, 2016 (the "Fiscal Agent Agreement "), by and between the City and U,S. Bank National Association, as fiscal agent (the "Fiscal Agent'); and (iii) a resolution (the "Resolution ") approving the issuance of the Bonds adopted by the City Council (the "City Council ") of the City on June 21, 2016. (c) All of the proceedings of the City undertaken to form the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) (the "Assessment District') and to levy the assessment (the "Assessments ") were undertaken under the Municipal Improvement Art of 1913 (Division 12 of the California Streets and Highways Code) (the "1913 Act"). (d) Subsequent to its receipt of a certificate from the City deeming the Preliminary Official Statement for the Bonds, dated , 2016 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the "Preliminary Official Statement" and which, as amended with the prior approval of the Underwriter and executed by the City, will be referred to herein as the "Official Statement'), final for purposes of Rule 15c2 -12 of the Securities and Exchange Commission ( "Rule 15c2 -12 "), the Underwriter distributed copies of the Preliminary Official Statement to potential purchasers of Bonds. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, dated as of 1, 2016, by and between the City and Urban Futures, Inc. (the "Continuing Disclosure Agreement'), this Bond Purchase Agreement, any other documents or contracts to which the City is a party, and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. (e) At 8:00 A.M., Pacific Daylight Time, on 2016, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date "), the City will deliver (i) to The Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book -entry form 2 55B -122