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HomeMy WebLinkAboutSALOMON SMITH BARNEY INC.A-2003-075 EXECUTION COPY $16,985,000 REFUNDING CERTIFICATES OF PARTICIPATION 2003 SERIES A PURCHASE CONTRACT April 2, 2003 Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 Ladies and Gentlemen: The undersigned Salomon Smith Barney Inc. (the "Underwriter"), offers to enter into this Purchase Contract (which, together with Exhibit A, is referred to as the "Purchase Contract") with the Redevelopment Agency of the City of Santa Ana (the "Agency") and the City of Santa Ana, California (the "City"), which, upon the acceptance of the Agency and the City, will be binding upon the Agency, the City and the Underwriter. This offer is made subject to acceptance by the Agency and by the City by the execution of this Purchase Contract and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Agency and the City at any time prior to the acceptance hereof by the Agency and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement, defined below. Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Agency and the City, and the Agency and the City hereby agree to execute, sell and deliver to the Underwriter all (but not less than all) of the City of Santa Ana Refunding Certificates of Participation, 2003 Series A, in the aggregate principal amount of $16,985,000 (the "Certificates"). The Certificates will be dated as of their date of delivery. Interest on the Certificates shall be payable semiannually on June 1 and December 1 in each year (each an "Interest Payment Date") commencing June 1, 2003 and will bear interest at the rates and on the dates as set forth in Exhibit A hereto. The purchase price for the Certificates shall be $17,697,742.54 (which includes an Underwriter' discount of $106,314.86, and a net original issue premium in the amount of $819,057.20), plus accrued interest from the date thereof to the date of delivery of the Certificates. Section 2. The Certificates. Each Certificate shall evidence a fractional interest of the owner thereof in Lease Payments to be paid by the City pursuant to a certain Lease Agreement, dated as of April 1, 2003 (the "Lease Agreement"), by and between the City and the Agency. The Agency's right to receive the Lease Payments due under the Lease Agreement and to exercise remedies upon default under such Lease Agreement shall be assigned to the Trustee for the benefit of DOCSOa9466020\22452.0084 the owners of the Certificates pursuant to an Assignment Agreement and Termination Agreement, dated as of April 1, 2003 (the "Assignment Agreement'), by and between the Agency and BNY Western Trust Company, as trustee (the "Trustee"). The Certificates shall be as described in, and shall be secured under and pursuant to a Trust Agreement, dated as of April 1, 2003 (the "Trust Agreement'), by and among the City, the Agency and the Trustee, substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Agency, the City and the Underwriter. The proceeds of the Certificates shall be used to (i) to provide for the current refunding and defeasance of the $16,875,000 City of Santa Ana Certificates of Participation (Parking Facilities Refunding Project), Series 1993A, and the $1,945,000 City of Santa Ana, Certificates of Participation (Commercial Facilities Refunding Project), Series 1993B, and the $5,005,000 City of Santa Ana Certificates of Participation (Mass Commuting Facility Refunding Project), Series 1993C (collectively, the "1993 Certificates"), and related city lease payment obligations, (ii) fund the Reserve Account established under the Trust Agreement, and (iii) pay for the costs of issuance of the Certificates, including the premium with respect to a financial guaranty insurance policy to be issued by Ambac Assurance Corporation (the "Insurer"). Section 3. Public Offering. The Underwriter agrees to make an initial public offering of all the Certificates at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as they deem necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. Section 4. The Official Statement. By its acceptance of this proposal, the Agency and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Certificates dated March 25, 2003 (including the cover page, all appendices and all information incorporated therein, the "Preliminary Official Statement') that authorized officers of the City deemed "final' as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") except for certain omissions permitted to be omitted therefrom by Rule 15c2-12. The Agency and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Certificates (including all information previously permitted to have been omitted by Rule 15c2-12) the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Agency, the City and the Underwriter (the "Official Statement') in such quantity as the Underwriter shall reasonably request to comply with Securities and Exchange Commission Rule 15c2-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the "MSRB"). The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Certificates prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees to (i) provide the Agency and the City with final pricing information on the Certificates on a timely basis and (ii) promptly file a copy of the final Official Statement, including any supplements prepared by the Agency or the City with a nationally recognized municipal securities information repository. The Agency and the City hereby approve of 2 the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Certificates. The Agency and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with a nationally recognized municipal securities information repository. Section 5. Closing. At 8:00 a.m., California time, on April 23, 2003, or at such other time or date as the Agency and the Underwriter agree upon, the Agency shall deliver or cause to be delivered to the Trustee, and the Trustee shall deliver or cause to be delivered to The Depository Trust Company, New York New York ("DTC"), the Certificates in definitive form, duly executed and authenticated. Concurrently with the delivery of the Certificates, the Agency and the City will deliver the documents hereinafter mentioned at the offices of Jones Hall, San Francisco, California or another place to be mutually agreed upon by the Agency, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Certificates as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Certificates, together with the delivery of the aforementioned documents, is herein called the "Closing." The Certificates shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof, at least three business days prior to the Closing and shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection and packaging. The Agency and the City acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Certificates in book -entry form, and agree to cooperate fully with the Underwriter in employing such services. The Underwriter hereby agrees to make a bona fide public offering of all Certificates at prices not in excess of the initial public offering prices (or yields) set forth on the cover page of the Official Statement, reserving, however, the right to change such yields or prices after the initial public offering as the Underwriter shall deem necessary in connection with the offering of the Certificates upon reasonable notice to, and with the consent of the Agency and the City. The Underwriter shall provide to the Agency and the City on the Closing Date a certificate setting forth the offering prices to the public of each maturity of the Certificates at which a substantial amount of such maturities were sold, each certificate to be in a form acceptable to Special Counsel. Section 6. Representations, Warranties and Covenants of the Agency. The Agency represents, warrants and covenants to the Underwriter and the City that: (a) The Agency is and will be at the date of Closing a public body, corporate and politic, duly organized and existing pursuant to and under the Constitution and laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Trust Agreement, the Lease Agreement, the Assignment Agreement, the First Amended and Restated Site Lease, dated as of April 1, 2003, by and between the Agency and the City (the "Site Lease"), and this Purchase Contract (collectively, the "Agency Docurents"). (b) By official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the Agency of the obligations on its part contained, in the Agency Documents. When executed and delivered, each Agency Document 3 will constitute the legal, valid and binding obligation of the Agency enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. (c) Prior to the date hereof, the Agency has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the City has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to the financial guaranty insurance policy, the Insurer and The Depository Trust Company and its book -entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. At the date hereof and on the Closing Date, the Final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to the financial guaranty insurance policy, the debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book -entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. The Agency hereby covenants and agrees that, within seven business days from the date hereof, the Agency shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. (d) To the best knowledge of the undersigned officer of the Agency, the execution and delivery by the Agency of the Agency Documents and the approval and execution by the Agency of the Official Statement and compliance with the provisions on the Agency's part contained in the Agency Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Agency to carry out its obligations under the Agency Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Agency under the terns of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Agency Documents. (e) The Agency will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Agency will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Certificates. (f) To the best knowledge of the undersigned officer of the Agency, after reasonable inquiry, the Agency is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, and no event has occurred and is continuing 0 which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Agency to perform its obligations under the Agency Documents. (g) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending or, to the best lmowledge of the officers of the Agency, threatened (i) in any way questioning the corporate existence of the Agency or the titles of the officers of the Agency to their respective offices, (ii) affecting, contesting or seelcing to prohibit, restrain or enjoin the execution or delivery of any of the Certificates, or in any way contesting or affecting the validity of the Certificates or the Agency Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest component of Lease Payments from gross income for federal income tax purposes or contesting the powers of the Agency to enter into the Agency Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence. (h) Any certificate signed by any officer of the Agency authorized to execute such certificate in connection with the execution, sale and delivery of the Certificates and delivered to the Underwriter shall be deemed a representation and warranty of the Agency to the Underwriter and the City as to the statements made therein but not of the person signing such certificate. Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Agency that: (a) The City is and will be at the date of Closing a charter city and a municipal corporation duly organized and existing pursuant to and under the Constitution and laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Continuing Disclosure Agreement relating to the Certificates (the "Continuing Disclosure Agreement"), the Lease Agreement, the Trust Agreement, the Site Lease and this Purchase Contract (collectively, the "City Documents," and together with the Agency Documents, the "Legal Documents") and has by official action duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents. (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained, in the City Documents. When executed and delivered, each City Document will constitute the legally valid and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. f61 (c) The Preliminary Official Statement heretofore delivered to the Underwriter is hereby deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2-12. The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to the financial guaranty insurance policy, the debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book -entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. At the date hereof and on the Closing Date, the Final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to the financial guaranty insurance policy, the debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book - entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. The City hereby covenants and agrees that, within seven business days from the date hereof, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. (d) To the best knowledge of the undersigned officer of the City, the execution and delivery by the City of the City Documents and the approval by the City of the Official Statement and compliance with the provisions on the City's part contained in the City Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the City to carry out its obligations under the City Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the City Documents. (e) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Certificates. (f) To the best knowledge of the undersigned officer of the City, after reasonable inquiry, the City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents. (g) The financial statement relating to the receipts, expenditures and cash balances of the City as of June 30, 2002 fairly represent the receipts, expenditures and cash balances 6 of the General Fund. Except as disclosed in the Official Statement or otherwise disclosed in writing to die Underwriter, there has not been any materially adverse change in the financial condition of the General Fund or in its operations since June 30, 2002 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. (h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending or, to the best knowledge of the officers of the City, threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Certificates, or in any way contesting or affecting the validity of the Certificates or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest component of Lease Payments from gross income for federal income tax purposes or contesting the power of the City to enter into the City Documents; (iii) which may result in any material adverse change to the financial condition of the City or to its ability to pay the Lease Payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iv) of this sentence. (i) To the extent required by law, the City will undertake, pursuant to the Lease Agreement and the Continuing Disclosure Agreement, to provide annual reports and notices of certain events, if material. A description of this undertaking is set forth in Appendix E to the Preliminary Official Statement and will also be set forth in the final Official Statement. 0) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Certificates and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Agency as to the statements made therein but not of the person signing such certificate. (k) The City has never failed to comply in all material respects with any previous undertakings with regard to Rule 15c2-12 to provide annual financial and operating data or notices of material events. Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Agency and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Certificates on the date of the Closing shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Agency and of the City, as well as authorized representatives of Special Counsel, the Trustee, Underwriter's Counsel and Special Counsel made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Agency and the City of their obligations to be performed hereunder at or prior to the date of the Closing; and to the following additional conditions: 7 (a) The representations, warranties and covenants of the City and the Agency contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) At the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and all such reasonable actions as, in the opinion of Special Counsel or Underwriter's Counsel, shall reasonably deem necessary in connection with the transactions contemplated hereby; (c) At the time of the Closing, no default shall have occurred or be existing under the Agency Documents, the City Documents, or any other agreement or document pursuant to which any of the City's financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would adversely impact the ability of the City to make the Lease Payments. (d) In recognition of the desire of the Agency, the City and the Underwriter to effect a successful public offering of the Certificates, and in view of the potential adverse impact of any of the following events on such a public offering, this Agreement shall be subject to termination in the absolute discretion of the Underwriter by notification in writing to the Agency and the City prior to delivery of and payment for the Certificates, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Contract: (i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Certificates; or (h) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State of California, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation E (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Agency or the City, or the interest on or with respect to bonds or notes (including the Certificates); or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Certificates; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Certificates, or the Certificates, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Certificates, or the issuance, offering or sale of the Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Certificates, or the Certificates are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Certificates; or (vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or (viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is materially adverse such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the purchase or delivery of the Certificates as contemplated by the Final Official Statement (exclusive of any amendment or supplement thereto); or 0 (ix) any rating of the Certificates or the rating of any obligations of the City secured by the City's general fund shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (x) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(h); (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) all resolutions relating to the Certificates adopted by the Agency and certified by an authorized official of the Agency authorizing the execution and delivery of the Certificates, the Agency Documents and the Official Statement; (ii) all resolutions relating to the Certificates adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of the City Documents and the delivery of the Certificates and the Official Statement; (iii) the Legal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) the approving opinion of Jones Hall, Special Counsel, dated the date of Closing and addressed to the Agency and the City, in substantially the fonn attached as Appendix D to the Official Statement; (v) a supplemental opinion of Special Counsel dated the date of Closing and addressed to the Underwriter, to the effect that: (A) the statements on the cover of the Official Statement and in the Official Statement under the captions "INTRODUCTION," "THE REFUNDING PLAN," "THE CERTIFICATES," "SECURITY AND SOURCE OF PAYMENT FOR THE CERTIFICATES," "TAX MATTERS," "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" and "APPENDIX D — PROPOSED FORM OF SPECIAL COUNSEL OPINION," insofar as such statements expressly summarize provisions of the Certificates, the Legal Documents and Special Counsel's opinions concerning certain state and federal tax matters relating to the Certificates, are accurate in all material respects as of the date of the Official Statement and as of the date of Closing, provided that Special Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book -entry system in which the Certificates are initially delivered; (B) The Legal Documents have been duly authorized, executed and delivered by the City and the Agency and are valid, legal and binding agreements of the City and the Agency enforceable in accordance with their terms, except that the rights and obligations under the Legal Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent 10 conveyance and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein. (C) The Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. (D) As a result of the deposit and application of a portion of the proceeds of the Certificates with the trustee for the 1993 Certificates on the Closing Date, and relying on the report of the Verification Agent as to the sufficiency of the amount so deposited for such purposes, the 1993 Certificates and the obligations of the City represented thereby have been deemed paid in full and are no longer outstanding under and within the meaning of the trust agreements under which the 1993 Certificates have been delivered. (vi) the Official Statement, executed on behalf of the City; (vii) evidence that the Certificates have been rated "Aaa" by Moody's Investors Service and "AAA" by Standard & Poor's Ratings Services; (viu) a certificate, dated the date of Closing, signed by a duly authorized officer of the Agency satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Agency contained in this Purchase Contract are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Agency, and the Agency has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Agency at or prior to the date of Closing; (ii) to the best of such officer's knowledge, no event affecting the Agency has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to the Insurer, the financial guaranty insurance policy, the debt service reserve fund surety bond, and The Depository Trust Company and its book -entry system) did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) to the best of its knowledge after reasonable investigation, the Agency is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would have a material adverse impact on the Agency's 11 ability to perform its obligations under the Agency Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; (ix) a certificate, dated the date of Closing, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the City contained in this Purchase Contract are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the City, and the City has complied with all of the terms and conditions of the Purchase Contract required to be complied with by the City at or prior to the date of Closing; (ii) to the best of such officer's knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to the Insurer, the financial guaranty insurance policy, the debt service reserve fund surety bond, and The Depository Trust Company and its book -entry system) did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) to the best of its knowledge after reasonable investigation, the City is not in breach of or default trader any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Lease Agreement) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City's ability to perform its obligations under the Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; (x) an opinion dated the date of Closing and addressed to the Underwriter, of the Office of the City Attorney of the City of Santa Ana, as Counsel to the Agency, to the effect that: (A) the Agency is a public body, corporate and politic duly organized and validly existing under the Constitution and laws of the State of California; (B) the resolution of the Agency approving and authorizing the execution and delivery of the Agency Documents, the Certificates and the Official Statement and other actions of the Agency was duly adopted at a meeting of the governing body of the Agency which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect; 12 (C) the Agency Documents are valid, legal and binding agreements of the Agency (assuming due authorization, execution and delivery by and validity against the other parties thereto); (D) to the best knowledge of such counsel there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the Agency has been served or, to the best of such counsel's knowledge, threatened against or affecting the Agency, except as may be disclosed in the Official Statement, which would materially adversely impact the Agency's ability to complete the transactions contemplated by the Agency Documents, the Official Statement or any other document or certificate related to such transactions, restrain or enjoin the collection of Lease Payments with respect to the Lease Agreement, or in any way contesting or affecting the validity of the Certificates, the Official Statement, the Agency Documents or the transactions described in and contemplated thereby wherein an unfavorable decision, ruling or finding would materially adversely affect the validity and enforceability of the Certificates or the Agency Documents or in which a final adverse decision could materially adversely affect the operations of the Agency; (E) the execution and delivery of the Agency Documents and the delivery of the Certificates and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Agency is subject, which breach or default has or may have a material adverse effect on the ability of the Agency to perform its obligations under the Agency Documents; (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the Agency Documents or the Official Statement by the Agency or the consummation by the Agency of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; and (G) based on the information made available to such counsel in its role as counsel to the Agency, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement under the caption entitled "THE AGENCY," nothing has come to its attention which would lead it to believe that the statements contained in the above -referenced caption as of the date of the Official Statement and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, alto which no opinion is expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact 13 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xi) an opinion dated the date of Closing and addressed to the Underwriter, of the Office of the City Attorney of the City of Santa Ana, to the effect that: (A) the City is a charter city and a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California; (B) the resolution of the City approving and authorizing the execution and delivery of the City Documents and approving and authorizing the delivery of the Certificates and the Official Statement and other actions of the City was duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect; (C) the City Documents are valid, legal and binding agreements of the City (assuming due authorization, execution and delivery by and validity against the other parties thereto); (D) to the best knowledge of the City Attorney there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the City has been served or, to the best of such City Attorney's knowledge, threatened against or affecting the City, except as may be disclosed in the Official Statement, which would materially adversely impact the City's ability to complete the transactions contemplated by the City Documents, the Official Statement or any other dociunent or certificate related to such transactions, restrain or enjoin the collection of Lease Payments with respect to the Lease Agreement, or in any way contesting or affecting the validity of the Certificates, the Official Statement or the City Documents; (E) the execution and delivery of the City Documents and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the City Documents or the consummation by the City of the transactions on its part contemplated therein, except such as have been obtained and except such as 14 may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; and (G) based on the information made available to City Attorney, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to its attention which would lead it to believe that the Official Statement as of its date and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed and information relating to the Agency, the financial guaranty insurance policy, the debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book entry system) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) an opinion of counsel to the Underwriter dated the date of Closing and addressed to the Underwriter relating to such matters as the Underwriter may require; (xiii) an opinion of counsel to the Trustee, addressed to the Underwriter and the Agency, dated the date of the Closing, to the effect that: (A) the Trustee is a banking corporation duly organized and validly existing under the laws of the State of California, having full corporate power to undertake the trust created under the Trust Agreement; (B) the Trust Agreement, Assignment Agreement and Continuing Disclosure Agreement (collectively, the "Trustee Documents") have each been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, the Trustee Documents constitute the valid, legal and binding obligations of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (C) the Trustee has duly executed and delivered the Certificates upon the order of Agency; (D) the Trustee's actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable law or governmental regulation and, to the best of such counsel's knowledge, after reasonable inquiry with respect thereto, do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and 15 (E) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Certificates or the consummation by the Trustee of its obligations under the Trustee Documents. (xiv) a certificate, dated the date of Closing, signed by a duly authorized official of the Trustee satisfactory in form and substance to the Underwriter, to the effect that: (A) the Trustee is duly organized and existing as a banking corporation under the laws of the State of California, having the full corporate power and authority to enter into and perform its duties under the Trustee Documents; (B) the Trustee is duly authorized to enter into the Trustee Documents and has duly executed and delivered the Trustee Documents, and assuming due authorization and execution by the other parties thereto, the Trustee Documents are legal, valid and binding upon the Trustee, and enforceable against the Trustee in accordance with its terms; (C) the Trustee has duly executed the Certificates under the Trust Agreement and delivered the Certificates to or upon the order of the Underwriter; and (D) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Certificates or the consummation by the Trustee of its obligations wider the Trustee Documents. (xv) the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code; (xvi) a copy of the executed Blanket Issuer Letter of Representations by and between the City and DTC relating to the book -entry system, and a Copy of the Operational Arrangements Letter of Representations executed by the Trustee. (xvii) the nonarbitrage certificate by the City in form and substance to the reasonable satisfaction of Special Counsel and the Underwriter; (xviii) the financial guaranty insurance policy and debt service reserve fund surety bond issued by Ambac Assurance Corporation (the "Insurer") for the Certificates; (xix) the guaranty agreement dated as of the Closing Date by and between the City and the Insurer; 16 (xx) a certificate, dated the date of the Preliminary Official Statement, of the Insurer, as required under Rule 15c2-12; (xxi) a certificate, dated the date of the Preliminary Official Statement, of the City, as required under Rule 15c2-12; (xxii) a certificate, dated the date of the Preliminary Official Statement, of the Agency, as required under Rule 15c2-12; (xxiii) a certificate, dated the date of the Closing, of the Insurer, as to such matters as Special Counsel, the Underwriter and Underwriter's Counsel may require; (xxiv) an opinion of counsel to the Insurer, dated the date of the Closing, as to such matters as Special Counsel, the Underwriter and Underwriter's Counsel may require; and (xxv) such additional legal opinions, certificates, proceedings, instruments or other documents as Special Counsel or Underwriter's Counsel may reasonably request. Section 9. Changes in Official Statement. After the Closing, neither the Agency nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the "end of the underwriting period" (as defined in Section 240 15c-12 in Chapter II of Title 17 of the Code of Federal Regulations (Rule "15c2-12"), whichever occurs first, if any event relating to or affecting the Certificates, the Trustee, the City or the Agency shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Agency will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Agency shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with a nationally recognized municipal securities repository. The Underwriter acknowledges that the "end of the underwriting period" will be the date of Closing. Section 10. Indemnification. (a) The City and Agency agree to indemnify and hold harmless the Underwriter, the directors, officers, employees and agents of the Underwriter and each person who controls the Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Official Statement, the Final Official Statement (or in any supplement or amendment thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary 17 to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provide d, however, that the City and Agency will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Official Statement or the Final Official Statement, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the City or Agency by or on behalf of any Underwriter specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the City and Agency may otherwise have. (b) The Underwriter agrees to indemnify and hold harmless the City and Agency, each of their respective officials, directors, officers and employees, and each person who controls the City and Agency within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the City and Agency to the Underwriter, but only with reference to written information relating to such Underwriter furnished to the City and Agency by or on behalf of such Underwriter specifically for inclusion in the Preliminary Official Statement or the Final Official Statement (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The City and Agency acknowledge that the statements set forth on the cover under the caption "Maturity Schedule" in the Preliminary Official Statement and the Final Official Statement, constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Preliminary Official Statement or the Final Official Statement (or in any amendment or supplement thereto). (c) Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party tinder this Section 10, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provide d, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An 18 indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 10 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the City and the Underwriter agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the City, the Agency and the Underwriter may be subject in such proportion as is appropriate to reflect the relative benefits received by the City and the Agency on the one hand and by the Underwriter on the other from the offering of the Certificates. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the City, the Agency and the Underwriter shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the City and the Agency on the one hand and of the Underwriter on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. In no case shall the Underwriter be responsible for any amount in excess of the purchase discount or commission applicable to the Certificates purchased by the Underwriter hereunder. Benefits received by the City and the Agency shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriter shall be deemed to be equal to the total purchase discounts and commissions in each case set forth on the cover of the Final Official Statement. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the City and the Agency on the one hand or the Underwriter on the other, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The City, the Agency and the Underwriter agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10, each person who controls the Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of the Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the City or Agency within the meaning of either the Securities Act or the Exchange Act and each official, director, officer and employee of the City and Agency shall have the same rights to contribution as the City and Agency, subject in each case to the applicable terms and conditions of this paragraph (d). Section 11. Expenses. Whether or not the transactions contemplated by this Purchase Contract are consummated, the Underwriter shall be under no obligation to pay, and the Agency shall pay only from the proceeds of the Certificates, but only as the Agency and such other party providing such services may agree, all expenses and costs of the Agency and the City incident to the performance of their obligations in connection with the authorization, execution, sale and delivery of the Certificates to the Underwriter, including, without limitation, printing costs, CUSIP Service Bureau charges, rating agency fees and charges, initial fees of the Trustee, including fees and 19 disbursements of its counsel, if any, fees and disbursements of Special Counsel and other professional advisors employed by the Agency or the City, municipal bond insurance premiums, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Certificates and for expenses (included in the expense component of the spread) incurred on behalf of City's employees which are incidental to implementing this agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out-of- pocket expenses of the Underwriter, including, without limitation, the fees and expenses of its counsel, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Certificates. Section 12. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Salomon Smith Barney Inc., 350 California Street, Suite 2080, San Francisco, California 94104, Attention: Manager of Public Finance. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given the Agency under this Purchase Contract may be given by delivering the same in writing to the Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, Attention: Executive Director. Any notice or communication to be given the City under this Purchase Contract may be given by delivering the same in writing to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, Attention: City Manager. Section 13. Parties in Interest. This Purchase Contract is made solely for the benefit of the Agency, the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Agency and the City in this Purchase Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Certificates. Section 14. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 20 EXHIBIT A REFUNDING CERTIFICATES OF PARTICIPATION 2003 SERIES A MATURITY SCHEDULE MATURITY DATE PRINCIPAL INTEREST June 1 AMOUNT RATE YIELD 2003 $1,420,000 2.50% 1.00% 2004 1,210,000 2.50 1.15 2005 1,270,000 2.50 1.40 2006 1,340,000 3.00 1.70 2007 1,425,000 3.00 2.13 2009 835,000 3.00 2.52 2009 805,000 4.00 2.92 2010 925,000 5.00 3.22 2011 1,060,000 4.00 3.50 2012 1,215,000 5.00 3.69 2013 1,405,000 4.25 3.82 2014 1,625,000 5.00 3.92(C) 2015 1,895,000 5.00 4.02(C) 2016 555,000 4.00 4.17 C=Yield to Call Date of June 1, 2013. A-1 DOCS00946602v6\22452.0084 Section 15. the State of California. Accepted: Governing Law. This Purchase Contract shall be governed by the laws of REDEVELOPMENT AGENCY OF THE TY O S TA ANA By: Title: , cecutive Director Accepted: CITY OF SAXTA ANA By: Title: City Manager cc / PATRICIA E MEALY 04FRK ON mr VOUNC/d SALOMON SMITH BARNEY INC. m 21 FORM CITY ATTORNEY APR 02 '03 16:09 FR SMITH BARNEY 213 486 8918 TO 91714G476549 P.02/02' Section 15. Governing Lane. This Purchase Contract shall be governed by the laws of the State of Calzfoxnia. Accepted: REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: Title: Executive Director Accepted: CITY OF SANTA ANA By: Title: City Manager SALOMON SMITH BARNEY INC. 21 ** TOTAL PAGE.02 **