Common use of Purchase and Sale of the Bonds Clause in Contracts

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Series 2014A (Capital Improvement Projects) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriate.

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (all, but not less than all) , of the Issuer’s $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Unlimited Tax Road Bonds, Series 2014A (Capital Improvement Projects) 2016 (the “Bonds”). The Issuer acknowledges and agrees that (i) the purchase and sale of the Bonds will be issued on pursuant to this Agreement is an arm’s-length commercial transaction between the Closing Date Issuer and the Underwriter, (as hereinafter definedii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the Issuer, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters) and the Underwriter has no obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, and (iv) the Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. The principal amount of $ . The the Bonds will bear to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest at the rates and will mature on the dates and in the principal amounts per annum are set forth in Schedule I attached hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the bond order adopted by the Issuer on August 16, 2016 (the “Bond Order”). The purchase price for the Bonds shall be $ , being (representing the principal par amount of the Bonds, [plus a net original issue reoffering premium of $ /less a net original , and less an underwriting discount of $ ] ). Delivered to the Issuer herewith is the Underwriter’s good-faith corporate check payable to the order of the Issuer in the amount of $56,950 (the “Check”). In the event the Issuer does not accept this offer, the Check shall be promptly returned to the Underwriter. Upon the Issuer’s acceptance and less an Underwriters’ discount countersignature of $ . The Representative represents and warrants that: this offer, the Check (i) it has been duly authorized shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriter of its obligations, subject to the terms and on behalf conditions herein set forth, to purchase and accept delivery of the Underwriters to execute this Bond Purchase Agreement; Bonds at the Closing, and (ii) it has been duly authorized shall be applied and disposed of by the Underwriters to act hereunder and, Issuer solely as provided in this Agreement. In the representative event of the UnderwritersUnderwriter’s compliance with such obligation to purchase and accept delivery of the Bonds at the Closing, the Check shall be returned to take all actionsthe Underwriter at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, the Check shall be returned promptly to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds at the Closing, the Issuer shall become entitled to cash or negotiate the Check, and waive any condition or requirement, required or permitted to the proceeds thereof shall be taken or waived hereunder retained by the UnderwritersIssuer as and for fully liquidated damages for such failure and for any and all defaults on the part of the Underwriter, and (except as set forth in Sections 8 and 10 hereof) no party shall have any further rights against the other hereunder. The Underwriters Underwriter and the Issuer understand that in such event the Issuer’s actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the Issuer’s actual damages are less than such amount, and the Issuer’s acceptance of this offer shall not designate constitute a waiver of any other representative except upon right the approval Issuer may have to additional damages from the Underwriter. In addition, the Underwriter has delivered the Certificate of Interested Parties Form 1295 (“Form 1295”) and certification of filing generated by the City (which approval shall not be unreasonably withheld)Texas Ethics Commission’s electronic portal, signed by an authorized agent of each respective entity, prior to the execution of this Agreement by the Issuer and the Underwriter. The Authority Underwriter and the City acknowledge Issuer understand and agree that: (i) , with the primary role exception of information identifying the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City Issuer and the Underwriters contract identification number in the Underwriter’s Form 1295, neither the Issuer nor its consultants are responsible for the information contained in the Form 1295 and neither the Underwriters Issuer nor its consultants have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriateverified such information.

Purchase and Sale of the Bonds. Subject Conditioned upon market availability, usual and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to the terms and conditions Section 8 herein, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Issuer’s General Obligation Bonds Series 2014A (Capital Improvement Projects) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) , authorized for issuance in the principal amount of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus one or more series under a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized resolution adopted by the Underwriters to act hereunder andIssuer on February 11, 2021 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the representative of the Underwriters, to take all actions, Issuer acknowledges and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the Underwriters, as underwriters, transaction contemplated by this Agreement is to purchase securities, for resale to investors, in an arm’s length length, commercial transaction among between the Authority, the City Issuer and the Underwriters Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Underwriters have financial and other interests that differ from those of the Authority and/or the CityIssuer; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have Underwriter has not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City Issuer on other matters); (iii) other than the Underwriter is acting solely in its capacity as imposed by lawunderwriter for its own account, (iv) the only obligations the Underwriters have Underwriter has to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (ivv) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any bond agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Paying Agent”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 95.0% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The final interest rates, initial offering prices and yields, credit provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds.

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby jointly and severally agree to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the $ $[PAR] aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Bonds, Series 2014A 2017[ ] (Capital Improvement ProjectsBalboa Park Parking Related Public Improvements) (the “Bonds”). The Bonds will be issued on bear interest from the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the respective rates and will mature on the dates and in the principal amounts on the respective dates set forth in on Schedule I attached hereto. The purchase price for the Bonds shall be $ $[ ], being the principal amount of the Bonds, Bonds [plus a net plus/less] an original issue premium [premium/discount] of $ /less a net original discount of $ $[ ] and less an Underwriters’ discount of $ $[ ]. The Representative represents and warrants that: (ia) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (iib) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Underwriters agree to comply with all applicable Securities and Exchange Commission rules and rules of the Municipal Securities Rulemaking Board (the “MSRB”) governing the offering, sale and delivery of the Bonds to ultimate purchasers. The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriate.and

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (all, but not less than all) , of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Issuer’s General Obligation Bonds, Series 2014A (Capital Improvement Projects) 2019 (the “Bonds”). The Bonds will be issued on Inasmuch as this purchase and sale represents a negotiated transaction, the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates Issuer acknowledges and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role Underwriter is not acting as an agent or fiduciary of the UnderwritersIssuer, but rather is acting solely in its capacity as underwriters, is to purchase securities, underwriter for resale to investors, in an arm’s length commercial transaction among the Authority, the City itself and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the Cityits own account; (ii) the Underwriters are transaction contemplated by this Agreement is an “arm’s length,” commercial transaction between the Issuer and the Underwriter in which the Underwriter is acting solely as principals a principal and are is not acting as a municipal advisorsadvisor, financial advisors advisor, or fiduciaries fiduciary to the Authority or Issuer; (iii) the City and have Underwriter has not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City Issuer on other matters); (iiiiv) other than as imposed by law, the only obligations the Underwriters have Underwriter has to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (v) the Underwriter has financial and other interests that differ from those of the Issuer; (vi) the Underwriter has provided to the Issuer prior disclosures under Rule G-17 of the MSRB (defined below), which have been received by the Issuer; and (ivvii) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. The principal amount, the maturities, the redemption provisions and the interest rates per annum and resulting yields for the Bonds are set forth in the Schedule hereto. The Bonds shall be as described in, and shall be issued under and pursuant to the provisions of an ordinance adopted by the Mayor and City Council of the Issuer (the “City Council”) at a meeting duly called, noticed and held on November 5, 2019 (the “Bond Ordinance”). The Bonds will be dated as of the date of the initial authentication and delivery thereof. The Bonds will be purchased by the Underwriter at the purchase price of $ , consisting of the par amount of the Bonds, plus [net] original issue premium of $ and less the Underwriter’s discount of $ .

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the Authority, District for reoffering to the public and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority the District’s Huntington Beach City School District (Orange County, California) Election of the City of San Diego Lease Revenue Bonds 2016 General Obligation Bonds, Series 2014A (Capital Improvement Projects) B (the “Bonds”). The Bonds will shall be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will amounts and shall bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached heretoExhibit A hereto and shall be issued in fully registered book-entry form, in the authorized denominations of $5,000 or any integral multiple thereof. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing February 1, 2019. The Underwriter shall purchase price for the Bonds shall be at a price of $ , being (the “Purchase Price”) (which represents the aggregate principal amount of the Bonds, [plus a net plus/less] [net] original issue premium [premium/discount] of $ /less a net original , and less underwriter’s discount in the amount of $ ] ). From the Purchase Price for the Bonds, the Underwriter shall withhold and less an Underwriters’ discount hereby agrees to wire on the Closing Date (as defined below), $ in immediately available funds to U.S. Bank National Association, as costs administrator, to pay the costs of $ issuance of the Bonds as provided in Section 11 of this Purchase Agreement. The Representative represents and warrants that: remaining amount of the Purchase Price (i$ ) it has been duly authorized by and shall be delivered to or upon the order of the County of Orange (the “County”) on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized District, in immediately available funds, by the Underwriters to act hereunder andcheck, as the representative of the Underwriters, to take all actions, and waive any condition draft or requirement, required or permitted to be taken or waived hereunder by the Underwriterswire transfer. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority District acknowledges and the City acknowledge and agree that: agrees that (i) the primary role purchase and sale of the Underwriters, as underwriters, Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction among between the Authority, the City District and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the CityUnderwriter; (ii) in connection with such transaction, the Underwriters are Underwriter is acting solely as principals a principal and are not acting as municipal advisors, financial advisors an agent or fiduciaries to a fiduciary of the Authority or District; (iii) the City and have Underwriter has not assumed any advisory or a fiduciary responsibility to in favor of the Authority or the City District with respect to the transaction contemplated hereby and offering of the discussions, undertakings and procedures Bonds or the process leading thereto (irrespective whether or not the Underwriter, or any affiliate of whether the Underwriters have provided other services Underwriter, has advised or are is currently providing other services to advising the Authority or the City District on other matters); (iii) nor has it assumed any other than as imposed by law, the only obligations the Underwriters have obligation to the Authority and/or District except the City with respect to the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriate.,

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the Authority, District for reoffering to the public and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority the District’s Buena Park School District (County of the City Orange, California) General Obligation Bonds, Election of San Diego Lease Revenue Bonds 2014, Series 2014A (Capital Improvement Projects) 2017 (the “Bonds”). The Bonds will shall be issued in the principal amounts and shall bear interest at the rates set forth in Exhibit A hereto and shall be issued in fully registered form, in the authorized denominations of $5,000 or any integral multiple thereof. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 . The Underwriter shall purchase the Bonds at a price of $ (the “Purchase Price”) (which represents the aggregate principal amount of the Bonds, plus net original issue premium of $ , and less underwriter’s discount in the amount of $ ). From the Purchase Price for the Bonds, the Underwriter shall withhold and hereby agrees to wire on the Closing Date (as hereinafter defined) defined below), $ in immediately available funds to U.S. Bank National Association, as costs administrator, to pay the principal costs of issuance of the Bonds as provided in Section 10 of this Purchase Agreement. The remaining amount of the Purchase Price ($ ), in immediately available funds, shall be delivered to or upon the order of the County of Orange (the “County”) on behalf of the District by check, draft or wire transfer. The Bonds will bear interest at District acknowledges and agrees that the rates purchase and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for sale of the Bonds shall be $ pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the District and the Underwriter, being and the Underwriter is acting solely as an underwriter and principal amount in connection with the matters contemplated by and with respect to all communications under this Bond Purchase Agreement and is not acting as the agent or fiduciary of the District or the District’s advisor in connection with the matters contemplated by this Bond Purchase Agreement. In connection with the purchase and sale of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it the District has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder andconsulted its own legal, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriate. The District also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (“MSRB”) Rule G- 17 Disclosures, and that it has provided the Underwriter acknowledgement of such letter.

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityDistrict for reoffering to the public, and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Series 2014A (Capital Improvement Projects) above-captioned bonds (the “Bonds”). The Underwriter shall purchase the Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount at a price of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being (representing the principal amount of the BondsBonds of $ , [plus a net original issue premium of $ /less a net original , less Underwriter’s discount of $ ] , and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by paid directly to the Underwriters. The Underwriters shall not designate any other representative except upon Bond Insurer (defined herein) with respect to the approval of the City Bond Insurance Policy (which approval shall not be unreasonably withhelddefined herein)). The Authority District acknowledges and the City acknowledge and agree agrees that: (i) the primary role of the Underwriters, as underwriters, Underwriter is to purchase securities, securities for resale to investors, investors in an arm’s arms-length commercial transaction among between the Authority, the City District and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the Authority and/or the City; District, (ii) the Underwriters are Underwriter is acting solely as principals a principal and are not acting as a municipal advisorsadvisor, financial advisors advisor or fiduciaries fiduciary to the Authority District or the City any other person or entity and have has not assumed any advisory or fiduciary responsibility to the Authority or the City District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures proceedings leading thereto (irrespective of whether the Underwriters have Underwriter or any affiliate of the Underwriter has provided other services or are is currently providing other services to the Authority or the City District on other matters); , (iii) other than as imposed by law, the only obligations the Underwriters have Underwriter has to the Authority and/or the City District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; , and (iv) the Authority and the City District has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriateappropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB. The District acknowledges that it has engaged Xxxx Xxxxx & Company, Inc. as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1).

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (but not less than all) of the $ $[ ] aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Bonds, Series 2014A 2012C (Capital Improvement ProjectsSpreckels Organ Pavilion Public Parking Garage) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ $[ ]. The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ $[ ], being the principal amount of the Bonds, [plus plus/less] a net [net] original issue premium [premium/discount] of $ /less a net original discount of $ $[ ] and less an Underwriters’ Underwriter’s discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld)$[ ]. The Authority and the City acknowledge and agree that: that (i) the primary role purchase and sale of the Underwriters, as underwriters, Bonds pursuant to this Bond Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; Underwriter, (ii) in connection therewith and with the Underwriters are discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principals a principal and are is not acting as a municipal advisorsadvisor (as defined in Section 15B(e)(4) of the Securities Exchange Act of 1934, financial advisors as amended), or fiduciaries to agent, advisor or fiduciary of the Authority or the City and have City, (iii) the Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Authority or the City with respect to the transaction offering of the Bonds contemplated hereby and or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters Underwriter, or any affiliates of the Underwriter, have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, and the only obligations the Underwriters have Underwriter has no obligation to the Authority and/or or the City with respect to the transaction offering of the Bonds contemplated hereby except the obligations expressly are set forth in this Bond Purchase Agreement; Agreement and except as otherwise provided by law, (iv) the Authority and the City has have each consulted its with their own financial and/or municipal, legal, accounting financial and other advisors, as applicable, advisors to the extent it they deemed appropriate in connection with the offering of the Bonds, and (v) the Underwriter has deemed appropriatefinancial and other interests that differ from those of the Authority and the City.

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityDistrict for reoffering to the public, and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ $__________ aggregate principal amount of Public Facilities Financing Authority Newark Unified School District (Alameda County, California), General Obligation, Election of the City of San Diego Lease Revenue Bonds 2011, Series 2014A (Capital Improvement Projects) B (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will shall bear interest at the rates and will rates, shall mature on the dates and in the principal amounts set forth in Schedule I attached years and shall be subject to redemption as shown on Exhibit A hereto, which is incorporated herein by this reference. The purchase price for the Bonds shall be $ dated the date of delivery thereof and shall be payable as to interest on each February 1 and August 1, being commencing February 1, 2015. The Underwriter shall purchase the Bonds at a price of $___________ (consisting of the aggregate principal amount of the BondsSeries B Bonds of $________, [plus a net original issue reoffering premium of $ /less a net original discount of $ ] $_________, and less an Underwriters’ underwriting discount of $ $________). The Representative represents and warrants that: (i) it has been duly authorized by and on behalf At the District’s request, the Underwriter will transfer the amount of $________ from the purchase price of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative Bonds for payment of costs of issuance of the UnderwritersBonds as set forth in Section 12 hereof. Inasmuch as this purchase and sale represents a negotiated transaction, to take all actions, the District acknowledges and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role purchase and sale of the UnderwritersBonds pursuant to this Purchase Agreement is an arm’s-length, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among between the Authority, the City District and the Underwriters and Underwriter in which the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are Underwriter is acting solely as principals and are not acting as municipal advisors, financial advisors advisors, or fiduciaries to the Authority or District, (ii) the City and have Underwriter has not assumed (individually or collectively) any advisory or fiduciary responsibility to the Authority or the City District with respect to the transaction contemplated hereby and the discussions, undertakings undertakings, and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are currently providing other services to the Authority or the City District on other matters); , (iii) other than the Underwriter is acting solely in its capacity as imposed by lawUnderwriter for its own account, (iv) the only obligations obligation the Underwriters have Underwriter has to the Authority and/or the City District with respect to the transaction contemplated hereby is expressly are set forth in this Purchase Agreement; and (ivv) the Authority and the City District has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The District further acknowledges that it has previously provided the Underwriter with acknowledgement of receipt of the required disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”). The proceeds of the Bonds will be used (a) to finance the projects authorized by District voters at the November 8, 2011 election held in the District, and (b) to pay the related costs of issuing the Bonds.

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the basis of the respective representations, warranties and agreements covenants set forth herein, the Underwriters hereby agree to purchase from the AuthorityCity, and the Authority City hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the $ an aggregate of $164,265,000 in principal amount of Public Facilities Financing Authority of the City's Dallas Cowboys Complex Special Obligations Tax-Exempt Special Tax Bonds, Series 2005B (the "Bonds") which are being remarketed as bonds bearing interest at a fixed rate and to deliver the purchase price to the Tender Agent who shall deposit such proceeds to the Remarketing Proceeds Account. The Bonds shall be dated and bear interest from the Closing Date and shall have the payment dates and payment amounts, redemption provisions, interest rates per annum and resulting yields or prices as set forth in Schedule 1 attached hereto and described in the Remarketing Circular. The Bonds shall otherwise have such terms and provisions as set forth and described in the Remarketing Circular and the City’s Dallas Cowboys Complex Master Debt 50087227.2/09102374 1 Ordinance adopted by the City of San Diego Lease Revenue Bonds Series 2014A (Capital Improvement Projects) on July 5, 2005 (the “Master Ordinance”) and the City’s Second Supplemental Dallas Cowboys Complex Debt Ordinance adopted by the City on July 5, 2005 (the “Second Supplemental Master Ordinance” and together with the Master Ordinance, the “Ordinance”) X.X. Xxxxxx Securities Inc. represents that it has been duly authorized to execute this Purchase Agreement and has been duly authorized to act hereunder as the Representative. All actions which may be taken hereunder by the Underwriters may be taken by the Representative alone. In as much as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Remarketing Agent are not acting as fiduciaries of the City, but rather are acting solely in their individual capacities as an remarketing agent for their own accounts. For remarketing the Bonds”). The Bonds will , the Underwriters shall be issued on the Closing Date (as hereinafter defined) in the principal amount paid a fee of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized purchased by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, with settlement and waive any condition or requirement, required or permitted delivery to be taken or waived hereunder by the Underwriters. made through The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriate.Depository Trust Company

Purchase and Sale of the Bonds. Subject to (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the Authority, District for reoffering to the public and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority the Buena Park School District (County of the City Orange, California) General Obligation Bonds, Election of San Diego Lease Revenue Bonds 2014, Series 2014A (Capital Improvement Projects) 2018 (the “Bonds”). . (b) The Bonds will shall be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will amounts and shall bear interest at the rates and will shall mature on the dates and in the principal amounts set forth in Schedule I attached years shown on Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing August 1, 2018. (c) The Underwriter shall purchase price for the Bonds shall be at a price of $ , being (the “Purchase Price”) [(which represents the aggregate principal amount of the Bonds, [plus a net plus/less] [net] original issue premium [premium/discount] of $ /less a net original , and less underwriter’s discount in the amount of $ ] )]. From the Purchase Price, the Underwriter shall withhold and less an Underwriters’ discount of $ . The Representative represents and warrants thathereby agree to wire on the Closing Date (as defined below), in immediately available funds by check, draft or wire transfer [as follows: (i)] to U.S. Bank National Association, as costs administrator, the amount of $ to pay the costs of issuance of the Bonds as provided in Section 10 hereof [and (ii) it has been duly authorized to the Insurer (as defined below), the amount of $ _, to be applied to the payment of the premium and fees for the Policy (as defined below)]. The remaining amount of the Purchase Price ($ ), shall be paid, in immediately available funds, by and wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the Underwriters to execute this Bond Purchase Agreement; District on the Closing Date. (d) The District acknowledges and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the UnderwritersUnderwriter, as underwritersan underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among between the Authority, the City District and the Underwriters Underwriter and the Underwriters have Underwriter has financial and other interests that differ from those of the Authority and/or the CityDistrict; (ii) the Underwriters are Underwriter is acting solely as principals a principal and are is not acting as a municipal advisorsadvisor, financial advisors advisor or fiduciaries fiduciary to the Authority or the City District and have has not assumed any advisory or fiduciary responsibility to the Authority or the City District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City District on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have Underwriter has to the Authority and/or the City District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City District has each consulted its own financial and/or municipal, legal, accounting accounting, tax financial and other advisors, as applicable, to the extent it has deemed appropriate. The District also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 Disclosures, and that it has provided the Underwriter an acknowledgement of such letter.

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to issue, sell and deliver to the Underwriters, all (all, but not less than all) , of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Issuer’s Utility Systems Revenue Bonds Refunding Bonds, Series 2014A (Capital Improvement Projects) 2016 (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates Issuer and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among between the Authority, the City Issuer and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the CityIssuer; (ii) the Underwriters are acting solely as principals a principal and are not acting as a municipal advisorsadvisor, financial advisors advisor or fiduciaries fiduciary to the Authority or the City Issuer and have not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City Issuer on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and and (iv) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. The Representative has been duly authorized to execute this Bond Purchase Agreement and to act hereunder. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, the redemption provisions and interest rates per annum and resulting yields are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of, a Resolution adopted by the Mayor and Council of the Issuer at a meeting duly called, noticed and held on July 29, 1991 (the “Master Resolution”), as supplemented and amended, including by the Supplemental Resolution, adopted by the Mayor and Council of the Issuer on , 2016 (the Master Resolution as so supplemented, the “Bond Resolution”). The purchase price for the Bonds shall be $ , representing the aggregate of (a) the par amount of the Bonds, less (b) the [net] reoffering discount on the Bonds of $ , and less (c) an underwriting discount of $ . In order to assist the Underwriters in complying with Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”), the Issuer will undertake, pursuant to the Continuing Disclosure Undertaking (the “Undertaking”) of the Issuer, which satisfies the requirements of section (b)(5)(i) of the Rule. A description of the Undertaking is set forth in, and a form of such undertaking is attached as an appendix to, the Preliminary Official Statement and the Official Statement (each as defined below).

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityDistrict for reoffering to the public, and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ _ in aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Oxnard School District (Ventura County, California) 2019 Refunding General Obligation Bonds Series 2014A (Capital Improvement ProjectsFederally Taxable) (the “Bonds”). The Underwriter shall purchase the Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount at a purchase price of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being (representing the principal amount of the Bonds, [plus a net less original issue premium of $ /less a net original discount of $ ] and , less an Underwriters’ Underwriter’s discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority Bonds are issued under the provisions of a resolution adopted by the Board of Trustees of the District on October 9, 2019 (the “Bond Resolution”) and the City acknowledge provisions of Articles 9 and agree that: 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53550 of said Code (the “Bond Law”), for the purpose of refinancing on an advance basis certain outstanding bonds of the District (the “Prior Bonds,” and those maturities to be refinanced being the “Refunded Bonds”), as more particularly described in the Bond Resolution. The District acknowledges and agrees that (i) the primary role purchase and sale of the Underwriters, as underwriters, Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction among between the Authority, the City District and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the Authority and/or the City; District, (ii) in connection with such transaction, including the Underwriters are process leading thereto, the Underwriter is and has been acting solely as principals a principal and are not acting as municipal advisorsan agent or a fiduciary of the District, financial advisors or fiduciaries to (iii) the Authority or the City and have Underwriter has not assumed any an advisory or a fiduciary responsibility to in favor of the Authority or the City District with respect to the transaction contemplated hereby and offering of the discussions, undertakings and procedures Bonds or the process leading thereto (irrespective whether or not the Underwriter or any affiliate of whether the Underwriters have provided other services Underwriter has advised or are is currently providing other services to advising the Authority or the City District on other matters); (iii) nor has it assumed any other than as imposed by law, the only obligations the Underwriters have obligation to the Authority and/or District except the City with respect to the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement; Agreement and (iv) the Authority and the City District has each consulted with its own financial and/or municipal, legal, accounting financial and other advisors, as applicable, professional advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The District acknowledges that it has deemed appropriatepreviously provided the Underwriter with an acknowledgment of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

Purchase and Sale of the Bonds. Subject Conditioned upon market availability, usual and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to the terms and conditions Section 8 herein, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Issuer’s Lease Revenue Bonds Series 2014A (Capital Improvement Projects) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) , authorized for issuance in the principal amount of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus one or more series under a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized resolution adopted by the Underwriters to act hereunder andIssuer on May 11, 2022 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the representative of the Underwriters, to take all actions, Issuer acknowledges and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the Underwriters, as underwriters, transaction contemplated by this Agreement is to purchase securities, for resale to investors, in an arm’s length length, commercial transaction among between the Authority, the City Issuer and the Underwriters Underwriter in which the Underwriter is acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Underwriters have financial and other interests that differ from those of the Authority and/or the CityIssuer; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have Underwriter has not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City Issuer on other matters); (iii) other than the Underwriter is acting solely in its capacity as imposed by lawunderwriter for its own account, (iv) the only obligations the Underwriters have Underwriter has to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (ivv) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Trustee”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 95.0% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds.

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityDistrict for reoffering to the public, and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriter for such purpose, all (but not less than all) of the $ in aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Newark Unified School District (Alameda County, California) 2022 Refunding General Obligation Bonds Series 2014A (Capital Improvement ProjectsFederally Taxable) (the “Bonds”). The Underwriter shall purchase the Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount at a purchase price of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being (representing the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original Bonds less Underwriter’s discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority Bonds are issued under the provisions of a resolution adopted by the Board of Trustees of the District on December 16, 2021 (the “Bond Resolution”) and the City acknowledge provisions of Articles 9 and agree that: 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53550 of said Code (the “Bond Law”), for the purpose of refinancing on an advance basis certain outstanding bonds of the District (the “Prior Bonds,” and those maturities to be refinanced being the “Refunded Bonds”), as more particularly described in the Bond Resolution. The District acknowledges and agrees that (i) the primary role purchase and sale of the Underwriters, as underwriters, Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction among between the Authority, the City District and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; Underwriter, (ii) in connection with such transaction, the Underwriters are Underwriter is acting solely as principals a principal and are not acting as municipal advisorsan agent or a fiduciary of the District, financial advisors or fiduciaries to (iii) the Authority or the City and have Underwriter has not assumed any advisory (individually or collectively) a fiduciary responsibility to in favor of the Authority or the City District with respect to (x) the transaction contemplated hereby and offering of the discussions, undertakings and procedures Bonds or the process leading thereto (irrespective whether or not the Underwriter or any affiliate of whether the Underwriters have provided other services Underwriter has advised or are is currently providing other services to advising the Authority or the City District on other matters); ) or (iiiy) any other than as imposed by law, the only obligations the Underwriters have obligation to the Authority and/or District except the City with respect to the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement; Agreement and (iv) the Authority and the City District has each consulted with its own financial and/or municipal, legal, accounting financial and other advisors, as applicable, professional advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The District acknowledges that it has deemed appropriatepreviously provided the Underwriter with an acknowledgment of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

Purchase and Sale of the Bonds. Subject Conditioned upon market availability, usual and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to the terms and conditions Section 8 herein, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Issuer’s Lease Revenue Bonds Series 2014A (Capital Improvement Projects) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) , authorized for issuance in the principal amount of $ . The Bonds will bear interest at the rates one or more series under an amended and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized restated resolution adopted by the Underwriters to act hereunder andIssuer on October 11, 2023 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the representative of the Underwriters, to take all actions, Issuer acknowledges and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the Underwriters, as underwriters, transaction contemplated by this Agreement is to purchase securities, for resale to investors, in an arm’s length length, commercial transaction among between the Authority, the City Issuer and the Underwriters Underwriter in which the Underwriter is acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Underwriters have financial and other interests that differ from those of the Authority and/or the CityIssuer; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have Underwriter has not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City Issuer on other matters); (iii) other than the Underwriter is acting solely in its capacity as imposed by lawunderwriter for its own account, (iv) the only obligations the Underwriters have Underwriter has to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (ivv) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Trustee”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90.0% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds.

Purchase and Sale of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree agree, jointly and severally, to purchase from the AuthorityDistrict, and the Authority District hereby agrees to sell and deliver to the Underwriters, all (all, but not less than all) , of the $ aggregate principal amount of Public Facilities Financing Authority of District’s Unlimited Tax Improvement Bonds, Series 2021 (the City of San Diego Lease Revenue Bonds “Tax-Exempt Bonds”) and Unlimited Tax Improvement Bonds, Taxable Series 2014A 2021A (Capital Improvement Projects) (the “Taxable Bonds” and, together with the Tax-Exempt Bonds, the “Bonds”). The District acknowledges and agrees that (i) the purchase and sale of the Bonds will be issued on pursuant to this Contract is an arm’s-length commercial transaction between the Closing Date District and the Underwriters, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriters are and have been acting solely as a principal and are not acting as the agent, fiduciary or the Municipal Advisor (as hereinafter defineddefined in Section 15B of the Securities Exchange Act of 1934, as amended) of the District, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the principal amount District with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of $ . The Bonds will bear interest at whether the rates Underwriters have provided other services or are currently providing other services to the District on other matters), and will mature on the dates and in Underwriters have no obligation to the principal amounts District with respect to the offering described herein except the obligations expressly set forth in Schedule I attached hereto. The purchase price for this Contract, (iv) the Bonds shall be $ District has consulted its own legal, being accounting, tax, financial, and other advisors to the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) extent it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and deemed appropriate, (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (iv) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among between the Authority, the City District and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the CityDistrict and are acting solely in their capacity as underwriters for their own accounts; and (iivi) the Underwriters are acting solely have provided the District prior disclosures required under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”), which disclosures have been received and acknowledged by the District. (b) The purchase price for the Tax-Exempt Bonds shall be $34,003,715.00 (representing the principal amount of the Tax-Exempt Bonds, plus an original issue premium of $4,609,520.15, and less an Underwriter’s discount of $175,805.15) and no accrued or accreted interest. (c) The purchase price for the Taxable Bonds shall be $50,361,543.34 (representing the principal amount of the Taxable Bonds, plus an original issue premium of $672,674.25, and less an Underwriter’s discount of $221,130.91) and no accrued or accreted interest. (d) Inasmuch as principals this purchase and sale represents a negotiated transaction, the District understands, and hereby confirms, that the Underwriters are not acting as municipal advisorsa fiduciary of the District, financial advisors or fiduciaries but rather are acting solely in their individual capacities as an Underwriter for their own account. (e) The Bonds shall be as described in, and shall be issued and secured under and pursuant to orders adopted by the Authority or governing body of the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City District on September 14, 2021 with respect to each series of Bonds (collectively, the transaction contemplated hereby “Order”). The Bonds are to mature on the dates and in the respective amounts, are to bear interest, are subject to redemption, and are payable, all as provided in the Order. (f) Each of Xxxxxx Xxxxxxx & Co. LLC, Frost Bank and UBS Financial Services Inc. represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof. Accordingly, such Underwriters are not required to file a Form 1295. (g) The Underwriters have designated Xxxxxx Xxxxxxx & Co. LLC to act as their representative, and the discussions, undertakings Representative represents that it has been duly authorized to execute this Contract for and procedures leading thereto (irrespective on behalf of whether the Underwriters have provided other services or are currently providing other services and to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City take such actions it may deem advisable with respect to all matters pertaining to this Contract. Each Underwriter is registered as a municipal securities dealer under the transaction contemplated hereby expressly are set forth Securities Exchange Act of 1934, as amended, and is a member in this Purchase Agreement; and (iv) good standing of the Financial Industry Regulatory Authority and the City has each consulted its own financial and/or municipal, legal, accounting and other advisors, as applicable, to the extent it has deemed appropriateMSRB.

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to issue, sell and deliver to the UnderwritersUnderwriter, all (all, but not less than all) , of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Issuer’s General Obligation Bonds, Series 2014A (Capital Improvement Projects) 2019 (the “Bonds”). The Bonds will be issued on Inasmuch as this purchase and sale represents a negotiated transaction, the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates Issuer acknowledges and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net original issue premium of $ /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the UnderwritersUnderwriter, as underwritersan underwriter, is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction among between the Authority, the City Issuer and the Underwriters Underwriter and that the Underwriters have Underwriter has financial and other interests that differ from those of the Authority and/or the CityIssuer; (ii) the Underwriters are acting solely as principals and are Underwriter is not acting as a municipal advisorsadvisor, financial advisors advisor, or fiduciaries fiduciary to the Authority or the City Issuer and have has not assumed any advisory or fiduciary responsibility to the Authority or the City Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have Underwriter has provided other services or are is currently providing other services to the Authority or the City Issuer on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have Underwriter has to the Authority and/or the City Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority and the City Issuer has each consulted its own financial and/or municipal, legal, accounting accounting, tax and other advisors, as applicable, to the extent it has deemed deems appropriate. The dated date and first interest payment date, the maturities, the interest rates per annum and resulting yields and the redemption provisions for the Bonds are set forth in the Schedule hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of, the resolution adopted by the City Council of the Issuer (the “City Council”) at a meeting duly called, noticed and held on (the “Bond Ordinance”). The purchase price for the Bonds shall be $ , which represents the aggregate principal amount of $ plus original issue premium of $ , less an underwriting discount of $ .

Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the AuthorityIssuer, and the Authority Issuer hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (all, but not less than all) , of the Issuer’s $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Unlimited Tax Road Bonds, Series 2014A (Capital Improvement Projects) 2018 (the “Bonds”). The Issuer acknowledges and agrees that (i) the purchase and sale of the Bonds will be issued on pursuant to this Agreement is an arm’s- length commercial transaction between the Closing Date Issuer and the Underwriter, (as hereinafter definedii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the Issuer, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters) and the Underwriter has no obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, and (iv) the Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. The principal amount of $ . The the Bonds will bear to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest at the rates and will mature on the dates and in the principal amounts per annum are set forth in Schedule I attached hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the bond order adopted by the Issuer on December 4, 2018 (the “Bond Order”). The purchase price for the Bonds shall be $ , being (representing the principal par amount of the Bonds, [plus a net original issue reoffering premium of $ /less a net original , and less an underwriting discount of $ ] ). Delivered to the Issuer herewith is the Underwriter’s good-faith corporate check payable to the order of the Issuer in the amount of $23,450 (the “Check”). In the event the Issuer does not accept this offer, the Check shall be promptly returned to the Underwriter. Upon the Issuer’s acceptance and less an Underwriters’ discount countersignature of $ . The Representative represents and warrants that: this offer, the Check (i) it has been duly authorized shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriter of its obligations, subject to the terms and on behalf conditions herein set forth, to purchase and accept delivery of the Underwriters to execute this Bond Purchase Agreement; Bonds at the Closing, and (ii) it has been duly authorized shall be applied and disposed of by the Underwriters to act hereunder and, Issuer solely as provided in this Agreement. In the representative event of the UnderwritersUnderwriter’s compliance with such obligation to purchase and accept delivery of the Bonds at the Closing, the Check shall be returned to take all actionsthe Underwriter at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, the Check shall be returned promptly to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds at the Closing, the Issuer shall become entitled to cash or negotiate the Check, and waive any condition or requirement, required or permitted to the proceeds thereof shall be taken or waived hereunder retained by the Underwriters. The Underwriters shall not designate Issuer as and for fully liquidated damages for such failure and for any other representative except upon and all defaults on the approval part of the City Underwriter, and (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriters, except as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the Authority and/or the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; Sections 9 and (iv11 hereof) no party shall have any further rights against the Authority other hereunder. The Underwriter and the City has each consulted its own financial and/or municipalIssuer understand that in such event the Issuer’s actual damages may be greater or may be less than such amount. Accordingly, legalthe Underwriter hereby waives any right to claim that the Issuer’s actual damages are less than such amount, accounting and other advisorsthe Issuer’s acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriter. The Underwriter hereby represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as applicableamended, pursuant to subsection (c)(4) thereof, and, accordingly, the extent it has deemed appropriateUnderwriter is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder.

Purchase and Sale of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the UnderwritersUnderwriter, all (but not less than all) of the $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Authority’s Lease Revenue Bonds Refunding Bonds, Series 2014A 2021A (Capital Improvement ProjectsTax Exempt) (the “Bonds”). The Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates and will mature on the dates dates, and in the principal amounts will be subject to redemption, all set forth in on Schedule I attached hereto. The purchase price for the Bonds shall be $ , being the principal amount of the Bonds, [plus a net plus/less original issue premium of $ /less a net original premium/discount of $ ] , and less an Underwriters’ Underwriter’s discount of $ . . (b) The Representative represents Authority and warrants that: the City each acknowledges and agrees that (i) it has been duly authorized by the purchase and on behalf sale of the Underwriters Bonds pursuant to execute this Bond Purchase Agreement is an arm’s-length commercial transaction between the Authority and the City, on one hand, and the Underwriter, on the other; (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Authority or the City; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Authority or the City on other matters) nor has it assumed any other contractual obligation to the Authority or the City except the obligations expressly set forth in this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree that: (iiv) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the Authority, the City and the Underwriters and the Underwriters have Underwriter has financial and other interests that differ from those of the Authority and/or and the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the Authority or the City and have not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters); (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (ivv) the Authority and the City has have each consulted with its own legal and financial and/or municipal, legal, accounting and other advisors, as applicable, advisors to the extent it has deemed appropriateappropriate in connection with the offering of the Bonds.

Purchase and Sale of the Bonds. Subject to Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters hereby agree agrees to purchase from the AuthorityDistrict for reoffering to the public, and the Authority District hereby agrees to sell and deliver to the UnderwritersUnderwriters for such purpose, all (but not less than all) of the $ in aggregate principal amount of Public Facilities Financing Authority the Mountain View-Los Altos Union High School District (Santa Clara County, California) General Obligation Bonds, Election of the City of San Diego Lease Revenue Bonds 2018, Series 2014A (Capital Improvement Projects) C (the “Bonds”). The Underwriters shall purchase the Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount at a purchase price of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds shall be $ , being (representing the principal amount of the BondsBonds of $ , [plus a net original issue premium of $ /less a net original discount of $ ] and , less an Underwriters’ discount of $ . The Representative represents District acknowledges and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The Authority and the City acknowledge and agree agrees that: (i) the primary role of the Underwriters, as underwriters, Underwriters is to purchase securities, securities for resale to investors, investors in an arm’s arms-length commercial transaction among between the Authority, the City District and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Authority and/or the City; District, (ii) the Underwriters are acting solely as principals principal and are not acting as municipal advisors, financial advisors advisors, agents or fiduciaries to the Authority District or the City any other person or entity and have not assumed any advisory or fiduciary responsibility to the Authority or the City District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures proceedings leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City District on other matters); , (iii) other than as imposed by law, the only obligations the Underwriters have to the Authority and/or the City District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; Contract, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or the rules of the Municipal Securities Rulemaking Board (the “MSRB”), and (iv) the Authority and the City District has each consulted its own financial and/or municipal, legal, accounting accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriateappropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriters with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.