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SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS, (MERGED PROJECT AREA), SERIES 2016A Stradling Yocca Carlson & Rauth Draft of 6 1I5 1I6 SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS, (MERGED PROJECT AREA), SERIES 2016B [FEDERALLY TAXABLE]] BOND PURCHASE AGREEMENT , 2016 Successor Agency to the Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter ") offers to enter into this Bond Purchase Agreement (this "Purchase Agreement, ") with the Successor Agency to the Community Redevelopment Agency of the City of Santa Ana (the "Agency ") which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Agreement and its delivery to the Underwriter on or before 5:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture (as such term is defined herein). The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's length commercial transaction between the Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consrunmation of such transaction, the Underwriter is and has been acting solely as principal and not as agent, fiduciary or Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) of the Agency; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Agency 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 Agency on other matters); (iv) the Underwriter has financial interests that may differ from and be adverse to those of the Agency; and (v) the Agency has consulted with its own legal and financial advisors to the extent that it has deemed appropriate, I, Purchase and Sale. 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 Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the: (i) $ aggregate principal amount of the Agency's Tax Allocation Refunding Bonds (Merged Project Area), Series 2016A (the "Series A Bonds "), at a purchase price equal to $ (being the aggregate principal amount EXHIBIT 3 3 -93