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

Purchase, Sale and Delivery of the Bonds. (a) Upon the basis of the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Authority Lease Revenue Bonds (Capital Projects) (the “Bonds”), dated the date of delivery of the Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (c) At 8:00 a.m., Pacific time, on , 2021 or at such other time or on such earlier or later date as we may mutually agree upon (the “Closing Date”), the Authority will deliver or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon the basis of the representations, warranties and agreements herein set forth and subject to the terms and conditions contained hereinherein and in the Letter of Representations, dated the date hereof (the “Letter of Representations”), executed and delivered by the State Water Board and attached hereto as Exhibit B, the Underwriter Underwriters hereby agrees agree to purchase from the AuthorityTreasurer on behalf of the Infrastructure Bank, and the Authority Treasurer on behalf of the Infrastructure Bank hereby agrees to sell to the UnderwriterUnderwriters, all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Authority Lease California Infrastructure and Economic Development Bank Clean Water State Revolving Fund Revenue Bonds Bonds, Series 2016 (Capital ProjectsGreen Bonds) (the “Bonds”), dated the date of delivery of the BondsApril [28], 2016, bearing interest at the rates and maturing on the dates and in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter Underwriters will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Bonds of $ , plus/less a an underwriters’ discount of $ , and plus a[n] [net] original issue premium/[net]discount of $ , less an Underwriter’s discount premium of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, that certain Master Trust Indenture, dated as of November 1, 2012 (the “Master Trust Indenture”), between the Infrastructure Bank and the Treasurer of the State of California, as trustee (the “Trustee”); and that certain Series 2016 Indenture, dated as of April 1, 2016, between the Infrastructure Bank and the Trustee (the “Series 2016 Indenture,” and, together with the Master Trust Indenture, the “Indenture”); and that certain Master Payment and Pledge Agreement, dated as of November 1, 2012 (the “Pledge Agreement”), between the Infrastructure Bank and the State Water Board. Proceeds of the Bonds not used to pay costs of issuance will be applied to the clean water state revolving fund administered by the State Water Board. The Authority Infrastructure Bank approved the issuance of the Bonds Bonds, authorized the execution and delivery of the Series 2016 Indenture and this Purchase Agreement, approved the form of the Preliminary Official Statement (as hereinafter defined) and authorized the distribution by the Underwriters of the Preliminary Official Statement and the Official Statement (as hereinafter defined) pursuant to a resolution its Resolution No. 16- adopted on March [22], 2021 2016, (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Infrastructure Bank Resolution”). The proceeds from State Water Board authorized the sale execution and delivery of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”)Letter of Representations, and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City this Purchase Agreement and the Authority are entering into a Lease Continuing Disclosure Agreement, dated as of October 1April , 2021 2016 (the “LeaseContinuing Disclosure Agreement”) ), between the State Water Board and a Site Leasethe Treasurer of the State of California, dated October 1as dissemination agent and as Trustee, 2021 approved the Indenture, the Preliminary Official Statement and the Official Statement and authorized the distribution by the Underwriters of the Preliminary Official Statement and the Official Statement pursuant to its Resolution No. 2016- adopted on March [15], 2016 (the “Site LeaseState Water Board Resolution”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority Infrastructure Bank and the State Water Board will each cooperate in the preparation and delivery to the Underwriter Underwriters of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the BondsStatement, dated March [24], 2021 2016 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter Underwriters and approved by Xxxxx Xxxx, a Professional Law Corporation Xxxxxxx Xxxxxxxxx & Xxxx LLP (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed reviewed and approved on behalf of the Authority State Water Board by its Executive Director (or such other officers as are acceptable to the [Director] of the Authority or other authorized official of the AuthorityUnderwriters), in such quantities as the Underwriter Underwriters shall request. The Authority Infrastructure Bank confirms that the information contained in the Preliminary Official Statement under the caption “THE INFRASTRUCTURE BANK” and under the caption “MISCELLANEOUS—Litigation—IBank” was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City State Water Board will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein)Agreement, to provide certain annual financial information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. (c) At 8:00 9:00 a.m., Pacific time, on April [28], 2021 2016 or at such other time or on such earlier or later date as we may be mutually agree agreed upon (the “Closing Date”), the Authority Infrastructure Bank will deliver or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter Underwriters in New York, New York, or at such other place as we may be mutually agree agreed upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to at the offices of Bond Counsel in San FranciscoSacramento, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase ContractAgreement, the Underwriter Underwriters will accept delivery of the Bonds in Sacramento, California or such delivery other place as shall have been mutually agreed upon by the Underwriters and the Treasurer and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section 1 (less the amount of the deposit referred to in Section 1(e) below), plus accrued interest, by certified or official bank check or by wiring funds wire transfer (which payment in any event shall be in immediately available funds) payable to the order of the Trustee Treasurer, for the account of the State Water Board (or by such other form of payment in immediately available funds as shall have been mutually agreed upon by the Treasurer and the Underwriters) (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, separate single fully-registered Bond for each maturity. (d) The Underwriter has Underwriters have entered into this Purchase Contract Agreement in reliance upon the representations and warranties of the Authority and the City Infrastructure Bank contained herein, the representations and warranties of the State Water Board contained in the Letter of Representations and in the Pledge Agreement, the certificates of the Authority and Infrastructure Bank, the City State Water Board and the Trustee to be delivered pursuant heretoto this Purchase Agreement and the Indenture, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, Infrastructure Bank and counsel to the Trustee State Water Board required to be delivered herebypursuant to this Purchase Agreement and the Indenture. (e) The Underwriter agrees Treasurer acknowledges receipt of a wire transfer (in immediately available funds) for the account of the State Water Board (or such other form of payment in immediately available funds as shall have been mutually agreed upon by the Treasurer and the Underwriters) in an amount equal to assist $ . Such wire transfer (or other form of payment) has been delivered by the Authority in establishing Underwriters as security for the issue performance by the Underwriters of their obligations to purchase, accept delivery of and pay for the Bonds at Closing. On the Closing Date, the Underwriters shall pay or cause to be paid the purchase price of the Bonds and shall execute and deliver (as specified in this Section 1), less the amount of such deposit, without interest, to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment payment of the Underwriterbalance of such purchase price. If the Treasurer, the AuthorityInfrastructure Bank and the State Water Board do not accept this offer, the Treasurer shall forthwith return the amount of such deposit, without interest, to the Underwriters. Should the Treasurer fail to deliver the Bonds on the Closing Date, or should the Treasurer, the Infrastructure Bank or the State Water Board be unable to satisfy the conditions to the obligations of the Underwriters to accept delivery of and Bond Counsel to accurately reflectpay for the Bonds, as applicableset forth in this Purchase Agreement (unless waived by the Underwriters), or should such obligations of the Underwriters be terminated for a reason permitted by this Purchase Agreement, the sales price or prices or Treasurer shall forthwith return the initial offering price or prices amount of such deposit, without interest, to the public Underwriters. The return of such sum shall constitute a full release and discharge of all claims and rights of the BondsUnderwriters against the Treasurer and the Infrastructure Bank on account of such failure and a waiver of any right the Underwriters may have to additional damages for such failure. All actions If the Underwriters fail (other than for a reason permitted hereunder) to be taken by the Authority under this subsection to establish the issue price accept delivery of and pay for any of the Bonds may on the Closing as herein provided, such deposit shall be taken retained by the Treasurer on behalf of the Authority State Water Board as a partial or full payment, as the case may be, to compensate for the amount of damage (if any) suffered by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, State Water Board or the Infrastructure Bank for the failure of the Underwriters to accept delivery of and any notice or report to be provided pay for the Bonds. (f) The Underwriters shall execute and return to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached heretoInfrastructure Bank, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).ten

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthorityDistrict, and the Authority hereby District agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount County of the Dublin Financing Authority Lease Revenue Bonds San Bernardino Community Facilities District No. 2006-1 (Capital ProjectsXxxxx Creek North) Improvement Area No. 2 Special Tax Bonds, Series 2016 (the “Bonds”) in the aggregate principal amount specified in Exhibit A. The Bonds shall be dated the Closing Date (as hereinafter defined), dated the bear interest from said date of delivery of the Bonds(payable semiannually on March 1 and September 1 in each year, bearing interest commencing March 1, 2017) at the rates and maturing per annum, be subject to redemption on the dates and on the terms, and mature on the dates and in the principal amounts, and subject to redemption, as amounts set forth in Exhibit A attached hereto. A. The Underwriter will purchase price for the Bonds at an aggregate price of $ shall be the amount specified as such in Exhibit A. (being the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in, the Indenture. The Authority approved the issuance , dated as of the Bonds pursuant to a resolution adopted on 1, 2021 2016 (the “Authority ResolutionIndenture”), by and between the City approved the issuance of the Bonds pursuant to a resolution adopted on District and U.S. Bank National Association, 2021 as trustee (the “City Trustee”), approved in a resolution (the “Resolution”) adopted by the Board of Supervisors (the “Board of Supervisors”) of the County of San Bernardino (the “County”), sitting as the legislative body of the District, on , 2016. The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within Improvement Area No. 2 of the District in accordance with the County’s ordinance levying the Special Tax (the “Special Tax Ordinance”) and the Rate and Method of Apportionment for Improvement Area No. 2 of the District (the “Rate and Method of Apportionment”). The proceeds from Proceeds of the sale of the Bonds will be used in accordance with the Indenture and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the “Act”), to (i) provide the moneys required to provide funds to finance energy efficiency improvement projects being undertaken by refund the City outstanding County of San Bernardino Community Facilities District No. 2006-1 (herein Xxxxx Creek North) Improvement Area No. 2 Special Tax Bonds, Series 2013 (the “ProjectPrior Bonds”), and (ii) to fund a reserve fund, and (iii) pay costsof costs of issuance of the Bonds, all . Proceeds of the Bonds will be applied in accordance with the Indenture. Pursuant to and as more fully described particularly provided in the Official Statement under Indenture, subject only to the captionprovisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, “FINANCING PLAN.” In in order to provide revenues secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act, the District pledges to pay debt service on the owners of the Bonds, and grants thereto a lien on and a security interest in, all of the City Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund and the Authority are entering into a Lease Reserve Fund established and held by the Trustee under the Indenture. With respect to the refunding of the Prior Bonds, sufficiency of the amounts held in the Escrow Fund established under an Escrow Agreement, dated as of October 1, 2021 2016 (the “LeaseEscrow Agreement”) ), by and a Site Lease, dated October 1, 2021 between the District and U.S. Bank National Association as escrow bank (the “Site LeaseEscrow Bank”), pursuant to which for the Authority will lease certain real property and improvements (purpose of making the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien scheduled payments on the Revenues of, Prior Bonds under the ProjectEscrow Agreement will be verified by Xxxxx Xxxxxxxx LLP (“Verification Agent”). (bc) The Authority will cooperate in Subsequent to its receipt of a certificate from the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of District deeming the Preliminary Official Statement relating to for the Bonds, dated , 2021 2016 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under of the Securities and Exchange Act of 1934 Commission (“Rule 15c2-12”), except for any information permitted the Underwriter distributed copies of the Preliminary Official Statement to be omitted therefrom potential purchasers of Bonds. The District hereby ratifies the use by Rule 15c2-12, the Underwriter of the Preliminary Official Statement and represents authorizes the Underwriter to use and warrants that information contained in distribute the Official Statement is deemed final as (which consists of the date hereof for purposes Preliminary Official Statement as amended with the prior approval of Rule 15c2-12. The City will undertakethe Underwriter and executed by the District, pursuant and which is referred to herein as the “Official Statement”), the Indenture, the Continuing Disclosure CertificateAgreement, dated as of _ 1, 2021 2016, by and between the District and U.S. Bank National Association (the “Continuing Disclosure CertificateAgreement”), between the City Escrow Agreement, this Bond Purchase Agreement, any other documents or contracts to which the County or the District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the County or the District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the MSRB through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and the Dissemination Agent (as defined therein), Underwriter agrees to provide certain annual information comply with the requirements of MSRB Rule G-32 and notices otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official StatementBonds. (cd) At 8:00 a.m.A.M., Pacific Los Angeles time, on , 2021 2016, or at such other earlier time or on such earlier or later date as we may mutually agree shall be agreed upon by the Underwriter and the District (such time and date being herein referred to as the “Closing Date”), the Authority District will deliver or cause to be delivered (i) to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon, the Bonds in definitive form, bearing proper form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbersnumbers assigned to them printed thereon), duly executed by the officers of the District as provided in the Indenture and authenticatedwith the facsimile seal of the County printed thereon, and (ii) to the Underwriter, at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Bond Counsel Counsel”), in San FranciscoLos Angeles, California California, the other documents hereinafter herein mentioned; and, subject to the conditions of this Purchase Contract, and the Underwriter will shall accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co.The Bonds, as nominee of DTCso registered, and will shall be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party made available to the Underwriter shall for inspection not constitute sales to later than the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b)business day before the Closing Date.

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, Underwriter all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Anaheim Housing and Public Improvements Authority Lease Revenue Bonds Bonds, Series 2020-A (Capital ProjectsWater System Project) (the “Series 2020-A Bonds and the Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2020-B (Water System Project) (Taxable) (the “2020-B Bonds” and, together with the 2020-A Bonds, the “Bonds”), . The Bonds shall be dated the date of delivery of the Bonds, bearing thereof and shall mature on such dates and shall bear interest at the such rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A Schedule I attached hereto. The Underwriter will purchase Interest on the Bonds at an aggregate shall be payable semiannually on April 1 and October 1 of each year, commencing April 1, 2020. The purchase price of for the 2020-A Bonds shall be $ (being consisting of the aggregate principal amount of the 2020-A Bonds plus $ of $ , plus/less a [net] original issue premium/[net]discount of $ premium, less an $ of Underwriter’s discount discount). The purchase price for the 2020-B Bonds shall be $ (consisting of the aggregate principal amount of the 2020-B Bonds less $ of Underwriter’s discount). (b) The Bonds shall be issued pursuant to the Xxxxx-Xxxx Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the “Bond Law”), and an Indenture of Trust, dated as of February 1, 2020 (the “Trust Indenture”), by and among the Authority, the City and U.S. Bank National Association, as trustee (the “Trustee”), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be agreed upon by the Authority, the City and the Underwriter. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, and shall be payable as provided in, the Trust Indenture. The Authority approved the issuance Bonds shall be secured by a pledge, charge and lien upon Project Revenues which consist primarily of the Bonds pursuant to a resolution adopted on , 2021 purchase payments (the “Authority Resolution2020 Purchase Payments”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken be made by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease pursuant to an Installment Purchase Agreement, dated as of October February 1, 2021 2020 (the “LeaseInstallment Purchase Agreement”), by and between the City and the Authority. The proceeds of the 2020-A Bonds will be used to: (i) finance the acquisition and construction of certain capital improvements to the water system of the City (the “Water System”) and a Site Lease, dated October 1, 2021 (ii) pay costs of issuance of the “Site Lease”), pursuant to which 2020-A Bonds. The proceeds of the Authority 2020-B Bonds will lease be used to: (i) finance the acquisition and construction of certain real property and capital improvements (the “Leased Property”) to the Authority, Water System and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (bii) The Authority will cooperate in the preparation and delivery to the Underwriter pay costs of issuance of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the 2020-B Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the a Continuing Disclosure Certificate, dated as of _ , 2021 Agreement relating to the Bonds (the “Continuing Disclosure CertificateAgreement”), between the City and the Dissemination Agent (as defined therein), to provide certain annual financial information and operating data relating to the Public Utilities Department and the Water System and notices of the occurrence of certain enumerated events. A description of this undertaking is and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official StatementStatement (as defined herein). The Trust Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement and this Purchase Contract are herein referred to as the “Financing Documents.” (c) At 8:00 a.m.o’clock A.M., Pacific California time, on February , 2021 2020, or at such other time or on such earlier or later other date as we may mutually agree agreed upon by the Authority and the Underwriter (such time and date herein referred to as the “Closing Date”), the Authority will deliver will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upondelivered, the Bonds to the Underwriter, in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California together with the other documents hereinafter mentioned; andmentioned herein, and subject to the terms and conditions of this Purchase Contracthereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph subparagraph (a) of this above, less the Good Faith Deposit delivered to the Authority pursuant to Section by certified or official bank check or by wiring funds (which payment in any event shall be 6 hereof, in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, ) to the ownership order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Xxxxxx Xxxx Xxxxxxxxx US LLP (“Bond Counsel”), 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, or such other place as shall have been mutually agreed upon by the Authority and the Underwriter, except that the Bonds will shall be delivered through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority and the Underwriter, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co., Co. as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, Underwriter all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Anaheim Housing and Public Improvements Authority Lease Revenue Bonds Bonds, Series 2024-A (Capital ProjectsWater System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations) (the “Bonds”), . The Bonds will be dated the their date of delivery of and will mature on October 1, 20 . The Bonds will initially bear interest in a Daily Mode at a Daily Rate (as such terms are defined in the BondsTrust Indenture (as hereinafter defined)), bearing during which interest at the rates and maturing on the dates Bonds is payable on the first Business Day of each calendar month, commencing , 2024, as more particularly described in the principal amountsOfficial Statement (as hereinafter defined). Thereafter, and subject to redemption, the Bonds shall bear interest as provided in the Trust Indenture (as hereinafter defined). The initial Daily Rate is set forth in Exhibit A Schedule I attached hereto. The Underwriter will purchase price for the Bonds at an aggregate price of shall be $ (being consisting of the aggregate principal amount of the Bonds plus $ of $ , plus/less a [net] original issue premium/[net]discount of $ premium, less an $ of Underwriter’s discount discount). (b) The Bonds shall be issued pursuant to the Xxxxx-Xxxx Local Bond Pooling Act of $ 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the “Bond Law”). , and an Indenture of Trust, dated as of The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, and shall be payable as provided in, the Trust Indenture. The Bonds shall be secured by a pledge, charge and lien upon Project Revenues which consist primarily of purchase payments (the “2024-A Purchase Payments”) to be made by the City to the Authority approved pursuant to an Installment Purchase Agreement, dated as of , 2024 (the issuance “Installment Purchase Agreement”), by and between the City and the Authority. The Bonds shall be subject to redemption as set forth in Schedule I attached hereto. The Bonds shall be subject to tender and purchase in accordance with the terms of the Trust Indenture. Payments of principal and redemption price of and interest on the Bonds will be initially supported by an irrevocable, transferable direct-pay letter of credit (the “Letter of Credit”) to be issued by Bank of America, N.A. (the “Bank”) pursuant to a Reimbursement Agreement, dated as of , 2024 (the “Reimbursement Agreement”), among the City, the Authority and the Bank, in favor of the Trustee for the benefit of the registered owners of the Bonds pursuant on the date of delivery thereof, upon which the Trustee is instructed to a resolution adopted draw to pay such principal and redemption price of and interest on , 2021 the Bonds. The Trustee shall also draw funds under the Letter of Credit to pay the purchase price of the Bonds tendered for payment and not remarketed to the extent other moneys are not available therefor. Xxxxxxx Xxxxx & Co. LLC has been appointed by the City to act as the initial remarketing agent (the “Authority ResolutionRemarketing Agent”) for the Bonds under the Remarketing Agreement, dated as of , 2024 (the “Remarketing Agreement”), by and between the City and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”)Remarketing Agent. The proceeds from the sale of the Bonds will be used in accordance with the Indenture to: (i) finance the acquisition and construction of certain capital improvements to provide funds to finance energy efficiency improvement projects being undertaken by the water system of the City (herein the “ProjectWater System”), ) and (ii) to pay costsof costs of issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. Bonds The City will undertake, pursuant to the a Continuing Disclosure Certificate, dated as of _ , 2021 Agreement relating to the Bonds (the “Continuing Disclosure CertificateAgreement”), between the City and the Dissemination Agent (as defined therein), to provide certain annual financial information and operating data relating to the Public Utilities Department and the Water System and notices of the occurrence of certain enumerated events. A description of this undertaking is and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official StatementStatement (as defined herein). The Trust Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Remarketing Agreement, the Reimbursement Agreement and this Purchase Contract are herein referred to as the “Financing Documents.” (c) At 8:00 a.m.o’clock A.M., Pacific California time, on , 2021 2024, or at such other time or on such earlier or later other date as we may mutually agree agreed upon by the Authority and the Underwriter (such time and date herein referred to as the “Closing Date”), the Authority will deliver will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upondelivered, the Bonds to the Underwriter, in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California together with the other documents hereinafter mentioned; andmentioned herein, and subject to the terms and conditions of this Purchase Contracthereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph subparagraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be above in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, ) to the ownership order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Xxxxxx Xxxx Xxxxxxxxx US LLP (“Bond Counsel”), 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, or such other place as shall have been mutually agreed upon by the Authority and the Underwriter, except that the Bonds will shall be delivered through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority and the Underwriter, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co., Co. as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter Underwriters hereby agrees agree to purchase from the Authority, Authority and the Authority hereby agrees to sell and deliver to the Underwriter, Underwriters all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Authority Lease Authority’s 2006 Capital Improvement Revenue Bonds Bonds, Series C (Capital Projects300 Xxxxxxxx Boulevard Building Acquisition) (the “Series C Bonds”), dated the date of delivery of the Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Authority’s 2006 Taxable Capital Improvement Revenue Bonds, Series D (300 Xxxxxxxx Boulevard Building Acquisition) (the “Series D Bonds”) and the $ aggregate principal amount of the Authority’s 2006 Refunding Revenue Bonds, Series E (Master Lease Program Facilities) (the “Series E Xxxxx,” and together with the Series C Bonds, the “Tax-Exempt Bonds,” and together with the Series C Bonds of $ and the Series D Bonds, plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ the “Bonds”). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on an Indenture, 2021 dated as of December 1, 2006 (the “Authority ResolutionIndenture”), by and between the City approved the issuance Authority and The Bank of the Bonds pursuant to a resolution adopted on New York Trust Company, 2021 N.A., as trustee (the “City ResolutionTrustee”). The proceeds from Bonds shall mature and shall be subject to redemption on the sale of dates and in the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”)amounts, and (ii) to pay costsof issuance of shall bear interest at the Bonds, all interest rates per annum set forth on Exhibit A hereto and as more fully otherwise described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (c) At 8:00 a.m., Pacific time, on , 2021 or at such other time or on such earlier or later date as we may mutually agree upon (the “Closing Date”), the Authority will deliver or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined). The ag gregate purchase price for the Series C Bonds shall be $ (consisting of the $ aggregate principal amount of the Series C Bonds, counsel to the Cityless $ of Underwriters’ discount, and counsel to the Trustee required to be delivered hereby[plus/less] $ of net original issue [premium/discount]. (e) The Underwriter agrees to assist aggregate purchase price for the Authority in establishing the issue price Series D Bonds shall be $ (consisting of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment $ aggregate principal amount of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Series D Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds less $ of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).Underwriters’

Purchase, Sale and Delivery of the Bonds. (a) Upon the basis of the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthorityCity, and the Authority City hereby agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the City of Dublin Financing Authority Lease Revenue Bonds Community Facilities District No. 2015-1 (Capital ProjectsDublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022 (the “Bonds”), dated the date of delivery of the Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Bonds of $ , plus/less a [net] minus an original issue premium/[net]discount net premium/discount of $ , less an Underwriter’s discount of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the IndentureFiscal Agent Agreement. The Authority approved Bonds and interest thereon will be payable from Special Tax Revenues levied and collected on the taxable land within Improvement Area No. 4 of the District. The City, acting as the legislative body of the District, authorized the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 2022 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture Fiscal Agent Agreement and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended, constituting Section 53311 et seq. of the California Government Code (the “Act”), (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein cost of acquiring and constructing certain public infrastructure improvements and/or finance the “Project”)fees paid for capital improvements, and (ii) to fund a debt service reserve fund for the Bonds, (iii) to pay costsof issuance for capitalized interest, and (iv) to pay for the costs of issuing the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.INTRODUCTION—Use of Proceeds,” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as enumerated in Section 5 of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Projectthis Purchase Contract. (b) The Authority City will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 2022 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority City by the [Director] of the Authority City Manager or other authorized official of the AuthorityCity, in such quantities as the Underwriter shall request. The Authority City confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Certificate, Agreement dated as of _ , 2021 2022 (the “Continuing Disclosure CertificateAgreement”), between executed by the City and the Dissemination Agent (as defined therein)City, to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (c) At 8:00 a.m., Pacific time, on , 2021 2022 or at such other time or on such earlier or later date as we may mutually agree upon (the “Closing Date”), the Authority City will deliver or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee Fiscal Agent (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-fully registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority City contained herein and the City contained herein, the certificates of the Authority and the City and the Trustee opinions required to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority City in establishing the issue price of the Bonds and shall execute and deliver to the Authority City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the AuthorityCity, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority City under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority City by the AuthorityCity’s municipal advisor, Xxxxxxxx, Xxxxxx & AssociatesAssociates Inc., and any notice or report to be provided to the Authority City may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority City will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will shall report to the Authority City the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that it will offer the Bonds to the public on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter Underwriters hereby agrees agree to purchase from the Authority, and the Authority City hereby agrees to sell to the Underwriter, Underwriters all (but not less than all) of the $ aggregate principal amount Bonds. The Bonds are payable from (i) revenues derived from the levy of a special tax (the “Special Tax”) on hotel properties within the Convention Center Facilities District according to the rate and method of apportionment of special tax approved by the City Council and the eligible landowner voters in the Convention Center Facilities District (the “District”), and (ii) moneys deposited in certain funds held by the Trustee under the Indenture. A portion (the “Available TOT”) of the Dublin moneys received by the City as a result of the levy of the City’s transient occupancy tax may be deposited into the Revenue Fund established pursuant to the Indenture, but the City Council has no obligation to appropriate such Available TOT for this purpose. The Bonds will mature on , 20 and are subject to optional and mandatory redemption as set forth in the Indenture and on the dates and in the amounts set forth in the Exhibit A hereto. Simultaneously with the issuance of the Bonds, the City of San Xxxx Financing Authority (the “Authority”) plans to issue its $ Lease Revenue Bonds Bonds, Series 2011A (Capital ProjectsConvention Center Expansion and Renovation Project) (the “2011A Bonds”), dated . A portion of the date of delivery proceeds of the Bonds, bearing interest at together with a portion of the rates proceeds of the 2011A Bonds, will be used to finance the expansion, rehabilitation and maturing on upgrading of the dates in San Xxxx Convention Center (the principal amounts, and subject to redemption, as set forth in Exhibit “Project”). A attached hereto. The Underwriter will purchase portion of the Bonds at an aggregate price of $ (being the aggregate principal amount proceeds of the Bonds will also be used to fund the Reserve Fund for the Bonds, and to pay capitalized interest and costs of $ issuance. Pursuant to the Indenture, plus/less all Special Tax revenues held by the City, all amounts in the Revenue Fund and any investment earnings in the Revenue Fund shall be pledged to, and shall constitute a [net] original issue premium/[net]discount trust fund for, the payment of $ , less an Underwriter’s discount the principal of $ )and interest on the Bonds and any Additional Bonds. The Bonds shall be substantially in the form described in, and shall be issued executed, delivered and secured under the provisions ofand pursuant to, and shall be payable and subject to redemption as provided in, the Indenture. The Authority approved City hereby covenants to deliver or cause to be delivered to the issuance of Underwriters, not less than three days prior to the Bonds pursuant to a resolution adopted on , 2021 Closing Date (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”hereinafter defined) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated not more than seven business days from the date hereof, substantially in the form copies of the Preliminary Official Statement relating to the Bonds, dated , 2021 Bonds (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page page, the introduction and all appendices, exhibits, reports and statements included therein or attached appendices thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed dated , 2011, and executed on behalf of the Authority City by the [Director] of the Authority or other a duly authorized official of the Authorityrepresentative, in such quantities reasonable quantity as the Underwriter Underwriters shall request. The Authority confirms that City hereby approves the information contained in use and distribution by the Preliminary Official Statement was deemed to be final as Underwriters of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as and hereby authorizes the Underwriters to use and distribute the Official Statement and all other documents, certificates and statements furnished to the Underwriters in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the date hereof for purposes of Rule 15c2-12Bonds. The City will undertakeIndenture, pursuant to the Continuing Disclosure Certificate, Certificate dated as of _ , 2021 the Closing Date (the “Continuing Disclosure Certificate”), between the City ) and the Dissemination Agent Bonds shall be collectively referred to herein as the “Legal Documents.” (as defined therein)b) The aggregate purchase price for the Bonds shall be $ , to provide certain annual information and notices which represents the par amount of the occurrence Bonds, [plus net original issue premium of certain enumerated events. A description $ / less net original issue discount of this undertaking is set forth in the Official Statement$ ,] and less an underwriting discount of $ . (c) At 8:00 a.m., Pacific California time, on March , 2021 2011, or at such other time or on such earlier or later other date as we may mutually agree upon (the “Closing Date”), the Authority Trustee will deliver or cause to be delivered to the Representative, through the “FAST” book-entry system of The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon), the Bonds in definitive form, bearing proper CUSIP numbersBonds, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California together with the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter mentioned herein. The Representative will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph subparagraph (ab) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be above in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, ) to the ownership order of the Trustee. The Bonds will be registered in made available for inspection by the name of Cede & Co., as nominee of DTC, and will be in Representative not less than one business day prior to the form of a separate, single, fully-registered Bond for each maturityClosing. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee Underwriters agree to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price make a bona fide public offering of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall applyOfficial Statement, which will allow prices may be changed from time to time by the Authority to treat the initial offering price to the public of each Underwriters after such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthorityDistrict, and the Authority hereby District agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the Dublin Financing Authority Lease Revenue Bonds Community Facilities District No. 2 (Capital ProjectsSantaluz) Improvement Area No. 3 Special Tax Refunding Bonds, Series 2015 (the “Bonds”), . The Bonds shall be dated the date of delivery of the BondsClosing Date (hereinafter defined), bearing and bear interest (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2016) at the rates per annum and maturing on the dates and in the principal amounts, and subject to redemption, as amounts set forth in Exhibit A attached hereto. The Underwriter will purchase price for the Bonds at an aggregate price of shall be $ (being representing the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ Bonds, less an Underwriter’s discount of $ , and plus [less] net original issue premium [discount] of $ ). The Bonds shall will be substantially subject to redemption as set forth in the Indenture (defined below). The Bonds will be issued in book-entry form described in, only. The Bonds shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, a Bond Indenture, dated as of June 1, 2015 (the “Indenture. The Authority ”), between the District and MUFG Union Bank, N.A., as trustee (the “Trustee”), approved the issuance of the Bonds pursuant to in a resolution adopted on , 2021 (the “Authority Resolution”), and by the City approved the issuance Council of the Bonds pursuant to a resolution adopted on , 2021 City (the “City ResolutionCouncil”), acting in its capacity as the legislative body of the District (the “Resolution of Issuance”). The proceeds Bonds and interest thereon will be payable from special taxes (referred to herein as the “Special Tax” or the “Special Taxes”) levied and collected on the taxable land within Improvement Area No. 3 of the District (the “Improvement Area”). Proceeds of the sale of the Bonds Bonds, together with certain other funds of the District, will be used in accordance with the Indenture and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (iSections 53311 et seq. of the Government Code of the State of California) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “ProjectAct”), to defease the District’s outstanding Improvement Area No. 3 Special Tax Bonds Series B of 2000 (the “2000 Bonds”), to fund a Reserve Account for the Bonds, and (ii) to pay costsof costs of issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery At or prior to the Underwriter acceptance hereof, the District has authorized the use of the Official Statement, dated Statement in connection with the public offering of the Bonds. The District has also consented to the use by the Underwriter prior to the date hereof, substantially in the form hereof of the Preliminary Official Statement (defined below) relating to the Bonds in connection with the public offering of the Bonds, dated , 2021 (. Authorized officers of the “Preliminary Official Statement”), with only such changes therein as District have been accepted by certified to the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with that such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under (defined below), with the Securities Exchange Act exception of 1934 certain final pricing and related information referred to in Rule 15c2-12. (c) Subsequent to its receipt of a certificate from the District deeming the Preliminary Official Statement for the Bonds, dated , 2015 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement” and which, as amended with the prior approval of the Underwriter and executed by the District, will be referred to herein as the “Official Statement”) final for purposes of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (the “SEC”), except for any the Underwriter has distributed electronic copies of the Preliminary Official Statement. The District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to be have been omitted therefrom by Rule 15c2-1212 and any supplements and amendments thereto as have been approved by the District as evidenced by the execution and delivery of such document by an officer of the District (the “Official Statement”), the Indenture, the Continuing Disclosure Certificate of the District (the “Disclosure Certificate”), this Bond Purchase Agreement, any other documents or contracts to which City, acting on behalf of the District, or the District is a party, and represents and warrants that all information contained therein, and all other documents, certificates and statements furnished by the District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement is deemed final to a national repository on or before the Closing Date (as hereinafter defined), and to make available an electronic copy to each investor that purchases any of the date hereof for purposes Bonds prior to the “end of the underwriting period” (as such term is defined in Section 2 (h) below), and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”) and Rule 15c2-12. The City will undertakeUnderwriter has reviewed the information in this Official Statement in accordance with, pursuant and as part of, its responsibilities to investors under the federal securities laws as applied to the Continuing Disclosure Certificatefacts and circumstances of this transaction, dated as but the Underwriter does not guarantee the accuracy or completeness of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual information and notices such information. As of the occurrence date hereof, the Underwriter has not notified the District of certain enumerated events. A description of this undertaking is set forth in the need to modify or supplement the Preliminary Official Statement. (cd) At 8:00 a.m.A.M., Pacific timeDaylight Time, on , 2021 2015, or at such other earlier time or on such earlier or later date as we may mutually agree shall be agreed upon by the Underwriter and the District (such time and date being herein referred to as the “Closing Date”), the Authority City, on behalf of the District, will deliver or cause to be delivered to (i) through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter in Company, New York, New York, or the Bonds in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the District as provided in the Indenture, and (ii) to the Underwriter, at the offices of Xxxxxx Xxxx Xxxxxxxxx US LLP, Los Angeles, California (“Bond Counsel”) at such other place as we may shall be mutually agree uponagreed upon by the District and the Underwriter, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter herein mentioned; and, subject to the conditions of this Purchase Contract, and the Underwriter will shall accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee cleared funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuanceNotwithstanding the foregoing, the ownership Underwriter may, in its discretion, accept delivery of the Bonds will be registered in temporary form upon making arrangements with the name of Cede & Co., as nominee of DTC, and will be in District which are satisfactory to the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon relating to the representations and warranties delivery of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered herebyBonds in definitive form. (e) The Underwriter District acknowledges and agrees to assist that: (i) the Authority in establishing the issue price primary role of the Bonds Underwriter is to purchase securities for resale to investors in an arms-length commercial transaction between the District and shall execute the Underwriter and deliver to that the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment Underwriter has financial and other interests that differ from those of the UnderwriterDistrict, (ii) the Authority, and Bond Counsel to accurately reflect, Underwriter is not acting as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s a municipal advisor, financial advisor or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the District or the City on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement, except as otherwise provided by applicable rules and regulations of the SEC or the rules of the MSRB, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, including Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided Inc., as its municipal advisor, as applicable, to the Authority may be extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent Underwriter with an acknowledgement of each maturity receipt of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the required Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity disclosure under Rule G-17 of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b)MSRB.

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthorityCommunity Facilities District, and the Authority hereby Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount Community Facilities District No. 2017-1 of the Dublin Financing Authority Lease Revenue County of Orange (Village of Esencia) (Improvement Area No. 2) Series A of 2020 Special Tax Bonds (Capital Projects) (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), dated the bear interest from said date of delivery of the Bonds(payable semiannually on February 15 and August 15 in each year, bearing interest commencing [February 15, 2021]) at the rates per annum, and maturing mature on the dates and in the principal amounts, and subject to redemption, as amounts set forth in Exhibit A attached hereto. The Underwriter will purchase price for the Bonds at an aggregate price of $ shall be the amount specified as such in Exhibit A. (being the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in, in the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 Bond Indenture (the “Authority ResolutionIndenture”)) dated as of August 1, 2020, by and between the City approved the issuance of the Bonds pursuant to a resolution adopted on Community Facilities District and U.S. Bank National Association, 2021 as trustee (the “City ResolutionTrustee”). The proceeds from Indenture was approved by Resolution No. (the sale “Resolution”) adopted on [July 28], 2020, by the Board of Supervisors of the County (the “Board”) acting as legislative body of the Community Facilities District. (c) The Underwriter has previously distributed to potential purchasers of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to for the Bonds, dated , 2021 2020 (which Preliminary Official Statement, together with its cover page and all appendices thereto, and as supplemented are referred to herein as the “Preliminary Official Statement”)” and which, with only such changes therein as have been accepted by the prior approval of the Underwriter and approved executed by Xxxxx Xxxxthe Community Facilities District, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, will be referred to herein as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf . Such distribution of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed by the Underwriter subsequent to be its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 promulgated under of the Securities and Exchange Act of 1934 Commission (“Rule 15c2-12”), except for any information permitted ) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to be omitted therefrom by Rule 15c2-12, use and represents and warrants that information contained in distribute the Official Statement is deemed final as of Statement, the date hereof for purposes of Rule 15c2-12. The City will undertakeIndenture, pursuant to the Resolution, the Community Facilities District Continuing Disclosure Certificate, dated as of _ , 2021 2020, to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), between this Bond Purchase Agreement, any other documents or contracts to which the City Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Dissemination Agent (as defined therein)Community Facilities District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, to provide certain annual information in connection with the offer and notices sale of the occurrence Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of certain enumerated events. A description of this undertaking is set forth in the Official StatementStatement to the MSRB through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (cd) At 8:00 a.m.A.M., Pacific California time, on , 2021 2020, or at such other earlier time or on such earlier or later date as we may mutually agree shall be agreed upon by the Underwriter and the Community Facilities District (such time and date being herein referred to as the “Closing Date”), the Authority Community Facilities District will deliver or cause to be delivered to (i) through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, York or at such other place as we may mutually agree uponto its agent, the Bonds in definitive form, bearing proper form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbersnumbers assigned to them printed thereon), duly executed and authenticatedby the officers of the County, acting on behalf of the Community Facilities District, as provided in the Resolution, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel in San FranciscoCounsel”), California the other documents hereinafter herein mentioned; and, subject to the conditions of this Purchase Contract, and the Underwriter will shall accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring same day funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby Agency agrees to sell and deliver to the Underwriter, Underwriter all (but not less than all) of the $ aggregate principal amount City of the Dublin Gardena Financing Authority Agency (Los Angeles County, California) Lease Revenue Bonds (Capital Projects) Bonds, Series 2021 (the “Bonds”), . The Bonds shall be dated the date of delivery of the Bonds, bearing thereof and shall mature on such dates and shall bear interest at the such rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A Schedule I attached hereto. The Underwriter will purchase Interest on the Bonds at an shall be payable semiannually on May 1 and November 1 of each year, commencing May 1, 2022. The aggregate purchase price of for the Bonds shall be $ (being consisting of the $ aggregate principal amount of the Bonds plus $ $ of $ , plus/less a [net] Underwriter’s discount). of original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). premium and less (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Indenture. The Authority approved the issuance pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Bonds pursuant to Government Code of the State of California, a resolution adopted by the Board of Directors of the Agency on , 2021 (the “Authority Agency Resolution”), ) and the City approved the issuance Indenture of the Bonds pursuant to a resolution adopted on Trust, dated as of September 1, 2021 (the “City ResolutionIndenture”), by and between the Agency and U.S. Bank National Association, as trustee (the “Trustee”). The proceeds from the sale of the Bonds will be used in accordance with special obligations of the Indenture Agency payable solely from : (i) lease payments (the “Lease Payments”) to provide funds to finance energy efficiency improvement projects being undertaken be made by the City to the Agency for the use and occupancy of certain property and improvements (herein the “ProjectProperty”), and (ii) pursuant to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October September 1, 2021 (the “LeaseLease Agreement”), by and between the Agency, as lessor, and the City, as lessee; (ii) all amounts received from rental interruption or use and occupancy insurance maintained pursuant to the Lease Agreement, if any; (iii) all amounts on deposit in the funds and accounts established pursuant to the Indenture other than the Rebate Fund; and (iv) all of the Agency’s right, title and interest in and to the Lease Agreement, including all of the Agency’s rights of enforcement with respect thereto, all as more particularly set forth in the Indenture. The Property has been leased by the City to the Agency pursuant to a Site and Facility Lease, dated October as of September 1, 2021 (the “Site Lease”), pursuant to which by and between the Authority will lease certain real property City and improvements the Agency. The Bonds are being issued for the purpose of providing funds: (the “Leased Property”1) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by finance of a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter portion of the Official Statement, dated the date hereof, substantially in the form costs of the Preliminary Official Statement relating to new Gardena Community Aquatic & Senior Center and (2) pay the costs of issuance of the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. .. The City will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 Certificate relating to the Bonds (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual financial information and operating data concerning the City and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement (as such term is defined herein) and will also be set forth in the Official Statement. (c) At 8:00 a.m.A.M., Pacific California time, on September 8, 2021 2021, or at such other time or on such earlier or later other date as we may mutually agree agreed upon by the Agency, the City and the Underwriter (such time and date herein referred to as the “Closing Date”), the Authority will deliver Agency will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered to The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upondelivered, the Bonds to the Underwriter, in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California together with the other documents hereinafter mentioned; andmentioned herein, and subject to the terms and conditions of this Purchase Contracthereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be above in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, ) to the ownership order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Xxxxx & Xxxxxxx LLP (“Bond Counsel”), 000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000-0000, or at such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds will shall be delivered through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) or at such other place as shall have been mutually agreed upon by the Agency and the Underwriter, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The City and the Agency acknowledge and agree that: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the City, the Agency and the Underwriter and the Underwriter has entered into this Purchase Contract in reliance upon the representations financial and warranties other interests that differ from those of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee Agency; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to be delivered pursuant hereto, the City or the Agency and has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the opinions discussions, undertakings and procedures leading thereto (irrespective of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel whether the Underwriter has provided other services or is currently providing other services to the City, and counsel City on other matters); (iv) the only obligations the Underwriter has to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver City with respect to the Authority at Closing an “issue price” or similar certificatetransaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (v) the City has consulted its own financial and/or municipal, together with the supporting pricing wires or equivalent communicationlegal, substantially in a form approved by Bond Counselaccounting, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, tax and Bond Counsel to accurately reflectother advisors, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which extent it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).deemed appropriate..

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthoritySuccessor Agency, and the Authority Successor Agency hereby agrees to sell to the Underwriter, all (but not less than all) of the of: (i) $ aggregate principal amount of Successor Agency to the Dublin Financing Authority Lease Revenue Bonds Emeryville Redevelopment Agency (Capital ProjectsAlameda County, California) Tax Allocation Refunding Bonds, Series 2024A (the “2024A Bonds”), dated as of the date of delivery of the Bondstheir delivery, bearing interest at the rates and maturing on the dates and in the principal amounts, and subject to redemption, as amounts set forth in on Exhibit A attached hereto. The Underwriter will , at a purchase price for the 2024A Bonds at an aggregate price of shall be $ (being which consists of the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ , plus/less an original issue premium/discount of $ ), and (ii) $ aggregate principal amount of Successor Agency to the Emeryville Redevelopment Agency (Alameda County, California) Tax Allocation Refunding Bonds, Series 2024B (Federally Taxable) (the “2024B Bonds” and, with the 2024A Bonds, the “Bonds”), dated as of the date of their delivery, bearing interest and maturing on the dates and in the amounts set forth on Exhibit A attached hereto, at a purchase price for the 2024B Bonds shall be $ (which consists of the principal amount of the Bonds of $ , less an Underwriter’s discount of $ . As an accommodation to the Successor Agency, the Underwriter will transfer, from the net proceeds of the purchase price for the 2024A Bonds, the sum of $ to (the “Municipal Bond Insurer”) in payment of the premium for the municipal bond insurance policy issued for the 2024A Bonds (the “2024A Municipal Bond Insurance Policy”) and will transfer, from the net proceeds of the purchase price for the 2024A Bonds, the sum of $ to the Municipal Bond Insurer in payment of a portion of the premium for the reserve fund municipal bond insurance policy issued for the Bonds in lieu of cash funding a reserve fund for the Bonds (the “Reserve Policy”). The net purchase price of the 2024A Bonds of $ will be transferred to the Trustee. As an accommodation to the Successor Agency, the Underwriter will transfer, from the net proceeds of the purchase price for the 2024B Bonds, the sum of $ to the Municipal Bond Insurer in payment of the premium for the municipal bond insurance policy issued for the 2024A Bonds (the “2024B Municipal Bond Insurance Policy” and, with the 2024A Municipal Bond Insurance Policy, the Municipal Bond Insurance Policies) and will transfer, from the net proceeds of the purchase price for the 2024B Bonds, the sum of $ to the Municipal Bond Insurer in payment of a portion of the premium for the Reserve Policy. The net purchase price of the 2024B Bonds of $ will be transferred to the Trustee. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided inin that certain Indenture of Trust, dated as of December 1, 2024 (the “Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds shall be limited obligations of the Successor Agency payable from Tax Revenues (as that term is defined in the Indenture) and secured by a pledge and assignment of the Tax Revenues and of amounts held in the funds and accounts established pursuant to the Indenture (excluding the Rebate Fund established under the Indenture), subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. The Authority approved Bonds are authorized pursuant to the issuance provisions of section 34177.5(g) of the Bonds pursuant to California Health and Safety Code and Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Law”), the Indenture and a resolution adopted by the Board of Directors of the Successor Agency on September 3, 2021 2024 (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 . (the “City Resolution”). c) The proceeds from the sale of the Bonds will be used in accordance with the Indenture to (i) refund the outstanding Successor Agency to provide funds to finance energy efficiency improvement projects being undertaken by the City Emeryville Redevelopment Agency, Tax Allocation Refunding Bonds, Series 2014A (herein the “Project2014A Bonds”), and the outstanding Successor Agency to the Emeryville Redevelopment Agency, Taxable Tax Allocation Refunding Bonds, Series 2014B (the “2014B Bonds” and, with the 2014A Bonds, the “2014 Bonds”) and (ii) pay a portion of the costs and expenses related to pay costsof the issuance and sale of the Bonds, all as more fully described in including the Official Statement under purchase of the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City Municipal Bond Insurance Policies and the Authority are entering Reserve Policy. (d) The Successor Agency will cause the net proceeds of the Bonds to be deposited into a Lease Agreementan escrow fund held by The Bank of New York Mellon Trust Company, dated N.A., as of October 1, 2021 escrow bank (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site LeaseEscrow Bank”), pursuant to which an Escrow Agreement dated the Authority will lease certain real property and improvements Closing Date (the “Leased PropertyEscrow Agreement”) to by and between the Authority, District and the Authority will lease Escrow Bank in order to refund the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project2014 Bonds. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (ce) At 8:00 a.m.10:00 A.M., Pacific Standard time, on December , 2021 2024, or at such other time or on such earlier or later time or date as we may mutually agree upon shall be agreed by the Successor Agency and the Underwriter (such time and date being herein referred to as the “Closing Date”), the Authority Successor Agency will direct the Trustee to deliver or cause to be delivered the Bonds to The Depository Trust Company (“DTC”) in New York, New York (or to the Trustee in the event of a Fast Automated Securities Transaction (“F.A.S.T.”)), for the account of the Underwriter in New York, New York, (or at such other place location as we may mutually agree uponbe designated by the Underwriter), the Bonds in definitive form, the form of a separate single fully-registered Bond for each of the Bond maturities (all Bonds being typewritten and bearing proper CUSIP numbers), duly executed by the Successor Agency and authenticatedauthenticated by the Trustee, and to the offices of Bond Counsel in San FranciscoNewport Beach, California California, the other documents hereinafter herein mentioned; and, subject to the conditions of this Purchase Contract, and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section 1 by certified or official bank check or by wiring funds (which payment in any event shall be wire transfer, payable in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the The Bonds will shall be registered in the name of Cede & Co., as nominee for DTC. Notwithstanding the foregoing, neither the failure to place CUSIP numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of DTC, and will be pay for the Bonds on the Closing Date in accordance with the form terms of a separate, single, fully-registered this Bond for each maturityPurchase Agreement. (df) The Underwriter has entered into this Purchase Contract in reliance upon Concurrently with its acceptance hereof, or as soon as practicable but within the representations and warranties of the Authority and the City contained hereintime period specified below, the certificates of Successor Agency will deliver to the Authority and Underwriter an official statement with respect to the City and Bonds, dated the Trustee to be delivered pursuant heretodate hereof, and in substantially the opinions of Bond Counsel, Disclosure Counsel same form as the Preliminary Official Statement (as hereinafter defined), counsel to the Citywith only such changes therein as shall be mutually agreed upon, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken signed on behalf of the Authority Successor Agency (such official statement, together with all appendices thereto and any amendments or supplements thereto, is hereinafter referred to as the “Official Statement”). The Successor Agency hereby authorizes the use by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & AssociatesUnderwriter of the Indenture and the Official Statement, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth information contained therein in Schedule 1 to Exhibit A attached hereto, connection with the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity offering and sale of the Bonds, and consents to and ratifies the use by the Underwriter agrees to promptly report prior to the Authority date hereof of a preliminary official statement, dated December , 2024 (such preliminary official statement, together with all appendices thereto, is herein referred to as the prices at which it sells “Preliminary Official Statement”). The Successor Agency has heretofore “deemed final” certain portions of the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied Preliminary Official Statement so as to enable the Bonds Underwriter to comply with the provisions of that maturity or until all Bonds paragraph (b)(1) of that maturity have been sold to Rule 15c2-12 of the public. The underwriter confirms that on or before Securities and Exchange Commission under the date Securities Exchange Act of this Agreement it will offer the Bonds to the public at the offering price or prices 1934, as amended (the “initial offering priceExchange Act”), or at . The Successor Agency hereby confirms that the corresponding yield or yields set forth information in Schedule 1 the Official Statement is “deemed final” pursuant to Exhibit A attached hereto, except as otherwise set forth thereinsaid Rule. Schedule 1 also will set forth, as The Successor Agency hereby agrees to provide to the Underwriter within seven business days of the date of this Agreement, the maturities, if any, hereof sufficient copies of the Bonds for which the ten percent test has not been satisfied and for which the Authority and Official Statement to enable the Underwriter agree that to comply with the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public requirements of each such maturity as paragraph (b)(4) of Rule 15c2-12 of the sale date as Securities and Exchange Commission and with the issue price requirements of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity Rule G-32 and Rule G-36 of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b)Municipal Securities Rulemaking Board.

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions, and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the AuthorityCommunity Facilities District, and the Authority hereby Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount Community Facilities District No. 2021-1 of the Dublin Financing Authority Lease Revenue County of Orange (Rienda) Series A of 2022 Special Tax Bonds (Capital Projects) (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), dated the bear interest from said date of delivery of the Bonds(payable semiannually on February 15 and August 15 in each year, bearing interest commencing February 15, 2023) at the rates per annum, and maturing mature on the dates and in the principal amounts, and subject to redemption, as amounts set forth in Exhibit A attached hereto. The Underwriter will purchase price for the Bonds at an aggregate price of $ shall be the amount specified as such in Exhibit A. (being the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in, in the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 Bond Indenture (the “Authority ResolutionIndenture”)) dated as of August 1, 2022, by and between the City approved the issuance of the Bonds pursuant to a resolution adopted on Community Facilities District and U.S. Bank Trust Company, 2021 N.A., as trustee (the “City ResolutionTrustee”). The proceeds from Indenture was approved by Resolution No. (the sale “Resolution”) adopted on , 2022, by the Board of Supervisors of the County (the “Board”) acting as legislative body of the Community Facilities District. (c) The Underwriter has previously distributed to potential purchasers of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to for the Bonds, dated , 2021 2022 (which Preliminary Official Statement, together with its cover page and all appendices thereto, and as supplemented are referred to herein as the “Preliminary Official Statement”)” and which, with only such changes therein as have been accepted by the prior approval of the Underwriter and approved executed by Xxxxx Xxxxthe Community Facilities District, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, will be referred to herein as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf . Such distribution of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed by the Underwriter subsequent to be its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 promulgated under of the Securities and Exchange Act of 1934 Commission (“Rule 15c2-12”), except for any information permitted ) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to be omitted therefrom by Rule 15c2-12, use and represents and warrants that information contained in distribute the Official Statement is deemed final as of Statement, the date hereof for purposes of Rule 15c2-12. The City will undertakeIndenture, pursuant to the Resolution, the Community Facilities District Continuing Disclosure Certificate, dated as of _ , 2021 2022, to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), between this Bond Purchase Agreement, any other documents or contracts to which the City Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Dissemination Agent (as defined therein)Community Facilities District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, to provide certain annual information in connection with the offer and notices sale of the occurrence Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of certain enumerated events. A description of this undertaking is set forth in the Official StatementStatement to the MSRB through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (cd) At 8:00 a.m.A.M., Pacific California time, on , 2021 2022, or at such other earlier time or on such earlier or later date as we may mutually agree shall be agreed upon by the Underwriter and the Community Facilities District (such time and date being herein referred to as the “Closing Date”), the Authority Community Facilities District will deliver or cause to be delivered to (i) through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter in New York, New York, York or at such other place as we may mutually agree uponto its agent, the Bonds in definitive form, bearing proper form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbersnumbers assigned to them printed thereon), duly executed and authenticatedby the officers of the County, acting on behalf of the Community Facilities District, as provided in the Resolution, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel in San FranciscoCounsel”), California the other documents hereinafter herein mentioned; and, subject to the conditions of this Purchase Contract, and the Underwriter will shall accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring same day funds (which payment in any event shall be in immediately available funds) payable to the order of the Trustee (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).

Purchase, Sale and Delivery of the Bonds. (a) Upon Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter Underwriters hereby agrees agree to purchase from the Authority, and the Authority hereby agrees to sell to the Underwriter, Underwriters all (but not less than all) of the 2010A-1 Bonds, in the aggregate principal amount of (b) The Underwriters shall pay to the Authority as the purchase price for the 2010A-1 Bonds $ (representing the $ aggregate principal amount of the Dublin Financing Authority Lease Revenue Bonds (Capital Projects) (the “Bonds”), dated the date of delivery of the 2010A-1 Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at less an aggregate price Underwriters’ discount of $ , plus [less] a[n] [net] original issue premium [discount] of $ ). (being c) The Underwriters shall pay to the Authority as the purchase price for the 2010A-2 Bonds $ (representing the $ aggregate principal amount of the Bonds 2010A-2 Bonds, less an Underwriters’ discount of $ , plus/less a plus [less] a[n] [net] original issue premium/[net]discount premium [discount] of $ ). (d) The Underwriters shall pay to the Authority as the purchase price for the 2010A-3 Bonds $ (representing the $ aggregate principal amount of the 2010A-3 Bonds, less an Underwriters’ discount of $ , plus [less] a[n] [net] original issue premium [discount] of $ ). (e) The Underwriters shall pay to the Authority as the purchase price for the 2010B Bonds $ (representing the $ aggregate principal amount of the 2010B Bonds, less an Underwriter’s Underwriters’ discount of $ , plus [less] a[n] [net] original issue premium [discount] of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project. (b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Professional Law Corporation (“Bond Counsel”) (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the “Official Statement”), signed on behalf of the Authority by the [Director] of the Authority or other authorized official of the Authority, in such quantities as the Underwriter shall request. The Authority confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Certificate, dated as of _ , 2021 (the “Continuing Disclosure Certificate”), between the City and the Dissemination Agent (as defined therein), to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (cf) At 8:00 a.m., Pacific California time, on November , 2021 2010, or at such other time or on such earlier or later other date as we may the Authority, the County and the Underwriters mutually agree upon (the “Closing Date”), the Authority will deliver or cause to be delivered to the Underwriters, the Bonds (delivered through the book-entry system of The Depository Trust Company (“DTC”) for )), duly executed, and at the account offices of the Underwriter in New YorkXxxxxx, New YorkXxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105, or at such other place as we may the Authority, the County and the Underwriters shall have mutually agree agreed upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter mentioned herein. The Underwriters will accept such delivery and pay the purchase price price(s) of the Bonds as set forth in paragraph subparagraphs (ab), (c), (d) of this Section by certified or official bank check or by wiring funds and (which payment in any event shall be e) above in immediately available funds) payable to the order of the Trustee funds (such delivery and payment being herein referred to as the “Closing”). Upon initial issuance, ) payable to the ownership order of the Trustee. (g) The Underwriters agree to make a bona fide public offering of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully-registered Bond for each maturity. (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein, the certificates of the Authority and the City and the Trustee to be delivered pursuant hereto, and the opinions of Bond Counsel, Disclosure Counsel (as hereinafter defined), counsel to the City, and counsel to the Trustee required to be delivered hereby. (e) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the Authority, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this subsection to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, and any notice or report to be provided to the Authority may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the Authority will treat the first price at which ten percent of each maturity of the Bonds (the “ten percent test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter will report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that on or before the date of this Agreement it will offer the Bonds to the public at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall applyOfficial Statement, which will allow prices may be changed from time to time by the Underwriters after such offering. The Authority hereby authorizes the Underwriters to treat use the initial offering price forms or copies of the Official Statement, the Trust Agreement, the Subleases, the Site Leases and all other documents referred to in the Official Statement and the information contained in each of the foregoing in connection with the public of each such maturity as of the offering and sale date as the issue price of that maturity (the “hold hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A “related party” shall be defined as set forth in 26 CFR 1.150-1 (b).