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

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties, and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities District, and the Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2023 Special Tax Refunding Bonds (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on February 15 and August 15 in each year, commencing August 15, 2023) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A. (b) The Bonds 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 Resolution No. 14-012 and the Supplement to Resolution No. 14-012 adopted by the Board of 30544.00013\40029323.3 Supervisors of the County, acting as the legislative body of the Community Facilities District on January 14, 2014, as amended and supplemented by that certain Supplemental Resolution No. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body of the Community Facilities District on [ , 2023] (collectively, the “Resolution”). (c) The Bonds are being issued by the Community Facilities District to (i) redeem and defease the outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds (the “Prior Bonds”), (ii) fund the Reserve Fund, and (iii) pay the costs of issuing the Bonds. A portion of proceeds of the Bonds will be deposited under an Escrow Agreement (the “Escrow Agreement”) dated as of [DATE], by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023. (d) The Underwriter has previously distributed to potential purchasers of the Bonds the Preliminary Official Statement for the Bonds, dated [DATE] (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 the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to use and distribute the Official Statement, the Resolution, the Escrow Agreement, the Community Facilities District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities 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 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. (e) At 8:00 A.M., California time, on [CLOSING DATE], or at such earlier time or date as 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 Community Facilities District will deliver (i) through the facilities of The Depository Trust Company in New York, New York or to its agent, 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 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”), the documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to as the “Closing”).

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, conditions and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities DistrictCity, and the Community Facilities District City agrees to sell to the Underwriter, all (but not less than all) of the City of Roseville Fiddyment Ranch Community Facilities District No. 2004-1 of the County of Orange (Ladera RanchPublic Facilities) Series 2023 Special Tax Refunding Bonds Bonds, Series 2017 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), and bear interest from said date (payable semiannually on February 15 March 1 and August 15 September 1 in each year, commencing August 15March 1, 20232018) at the rates per annum, annum and mature maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A.A hereto. (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 Fiscal Agent Agreement by and between the City and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”), dated as of June 1, 2017 (the “Fiscal Agent Agreement”), approved by Resolution No. 1417-012 and the Supplement to Resolution No. 14-012 141 adopted by the Board of 30544.00013\40029323.3 Supervisors City Council of the CountyCity (the “City Council”), acting as the legislative body of the District, on April 19, 2017 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within the District in accordance with Resolution of Intention adopted by the City Council on August 4, 2004, and Resolution No. 04-431 adopted by the City Council on September 15, 2004 (together with the Resolution of Intention, the “Resolution of Formation”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Xxxxx-Xxxx Community Facilities District on January 14, 2014Act of 1982, as amended and supplemented by that certain Supplemental Resolution No(Sections 53311 et seq. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body Government Code of the Community Facilities District on [ , 2023] State of California) (collectively, the “ResolutionLaw”). (c) The Bonds are being issued by the Community Facilities District , to (i) redeem and defease refund the District’s outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds Bonds, Series 2005 (the “Series 2005 Bonds”); (ii) refund the District’s outstanding Special Tax Bonds, Series 2006 (together, with the Series 2005 Bonds, the “Prior Bonds”), ; (iiiii) establish a debt service reserve fund for the Reserve Fund, Bonds; and (iiiiv) pay the costs of issuing the Bonds. A portion The Resolution of proceeds Issuance, the Resolution of Formation, and Ordinance No. 4127, which was adopted by the City Council on October 6, 2004, are collectively referred to herein as the “District Resolutions.” (c) At or prior to the acceptance hereof by the City, the City shall cause to be delivered to the Underwriter a 15c2-12 Certificate of the Bonds will be deposited under an Escrow City, dated as of the date of this Purchase Agreement (the “Escrow AgreementCity Certificate”) dated ), in substantially the form attached hereto as of [DATE]Exhibit B, with only such changes therein as shall have been accepted by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023Underwriter. (d) The Underwriter has previously distributed Subsequent to potential purchasers its receipt of the Bonds City Certificate deeming the Preliminary Official Statement for the Bonds, dated [DATE] May 11, 2017 (which Preliminary Official Statement, together with its the cover page and all appendices thereto, and as supplemented are is herein collectively referred to herein as the “Preliminary Official Statement” and which, with the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement , final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified), the Underwriter has distributed copies of the Preliminary Official Statement. The Community Facilities District City 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 have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City (the “Official Statement”)), the ResolutionFiscal Agent Agreement, the Continuing Disclosure Agreement of the City (the “City Disclosure Agreement”), this Purchase Agreement, the Escrow Agreement, dated as of June 1, 2017, by and between the Community Facilities City for and on behalf of the District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered by the Community Facilities District Fiscal Agent acting as fiscal agent for the Prior Bonds (the “Community Facilities District Continuing Disclosure CertificateEscrow Agreement”), this Bond Purchase Agreement, and any other documents or contracts to which the Community Facilities City or the District is a partyparty related to the Bonds, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities District City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby xxxxxx agrees to deliver a copy of the Official Statement to the MSRB Municipal Securities Rulemaking City Council (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. (e) At 8:00 A.M., California timePacific Daylight Time, on [CLOSING DATE]June 14, 2017, or at such earlier time or date as shall be agreed upon by the Underwriter and the Community Facilities District City (such time and date being herein referred to as the “Closing Date”), the Community Facilities District City will deliver (i) through to the facilities of The Depository Trust Company in New York, New York or to its agentYork, 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 County, acting on behalf of the Community Facilities DistrictCity, as provided in the ResolutionFiscal Agent Agreement, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriter may, in their discretion, accept delivery of the Bonds in temporary form upon making arrangements with the City which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form. (f) Except as otherwise disclosed in writing and agreed to by the City, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A hereto; provided, however, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Underwriter shall provide to the City on the Closing Date a certificate stating, among other things, that the Underwriter made a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, conditions and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Community Facilities District, District and the Community Facilities District hereby agrees to sell to the Underwriter, Underwriter all (but not less than all) of the $[PAR] aggregate principal amount of Community Facilities District No. 20042020-1 2 of the County City of Orange Escondido (Ladera RanchThe Villages) Series 2023 Special Tax Refunding Bonds Bonds, Series 2022 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be ), dated the Closing Date (as hereinafter defined), bear bearing interest from said date (payable semiannually on February 15 and August 15 in each year, commencing August 15, 2023) at the rates per annum, and mature maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount specified as such thereof, plus original issue premium of $ and less an Underwriter’s discount of $ ). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A. A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (bor yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 4 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds will be offered and sold to certain dealers at prices lower than such initial offering prices. 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 from the Net Taxes as provided in Resolution No. 14-012 the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Supplement to Resolution NoXxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. 14-012 adopted of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of 30544.00013\40029323.3 Supervisors City Council of the CountyCity of Escondido (the “City”), acting as the legislative body of for the Community Facilities District on January 14District, 2014, as amended and supplemented by that certain Supplemental Resolution No. 1 pursuant to Supplement to Resolution No 14-012 adopted by a resolution (the Board of Supervisors of the County, acting as the legislative body of the “Community Facilities District Resolution of Issuance”) adopted on [ June 15, 2023] (collectively, 2022. The net proceeds of the “Resolution”). (c) The Bonds are being issued by the Community Facilities District will be used to (i) redeem and defease finance certain public improvements needed with respect to the outstanding $36,540,000 development of property located within the Community Facilities District No. 2004-1 of District, including public improvements to be owned by the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds (City and water and sewer facilities to be owned and operated by the “Prior Bonds”)Xxxxxx Del Diablo Municipal Water District, (ii) fund a reserve account with respect to the Reserve FundBonds, and (iii) pay the costs of issuing issuance with respect to the Bonds. A portion of proceeds of the Bonds will be deposited under an Escrow Agreement (the “Escrow Agreement”) dated as of [DATE], by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023. (d) A. The Community Facilities District hereby acknowledges that the Underwriter has previously distributed is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to potential purchasers of the Bonds the Preliminary Official Statement enforce its rights hereunder for the Bonds, dated [DATE] (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 the prior approval benefit of the Underwriter and executed shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of, or a municipal or financial advisor of, the Community Facilities District and has not assumed any advisory or fiduciary responsibility to the Community Facilities District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided or is currently providing other services to the Community Facilities District on other matters), (iv) the Underwriter has financial interests that differ from those of the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as (v) the “Official Statement”). Such distribution of the Preliminary Official Statement by only obligations the Underwriter subsequent has to its receipt of a certificate from the Community Facilities District deeming with respect to the Preliminary Official Statement final for purposes of Rule 15c2-12 transaction contemplated hereby are expressly set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the MSRB (as defined below) or other law, and (vi) the Community Facilities District has consulted its own legal, financial, accounting, tax, and other advisors to the extent they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged CSG Advisors Incorporated as its municipal advisor (as defined in Securities and Exchange Commission Rule 15c2-1215Ba1) and will rely solely on the financial advice of CSG Advisors Incorporated with respect to the Bonds. X. Xxxxxxxx to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (the “Official Statement”) is hereby ratifiedwhich will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, Disclosure Counsel, as Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation, as Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and distribute promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Resolution, the Escrow Agreement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Certificate, dated [DATE], to be Certificate executed and delivered by the Community Facilities District in connection with the Bonds (the “Community Facilities District Continuing Disclosure Certificate”), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, Agreement and all information contained thereinherein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, . C. To assist the Underwriter in connection complying with the offer Securities 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 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 Exchange Commission Rule 15c2-1212(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Certificate, in the form attached as an appendix to the Official Statement, to provide annual reports and notices 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 Official Statement. (e) At 8:00 A.M.D. Except as the Underwriter and the Community Facilities District may otherwise agree, California timethe Community Facilities District will deliver to the Underwriter, on [CLOSING DATE]at the offices of Bond Counsel in Newport Beach, California, or at such earlier time or date other location as shall may be mutually agreed upon by the Underwriter and the Community Facilities District (such time District, the documents hereinafter mentioned; and date being herein referred to as the “Closing Date”), the Community Facilities District will deliver (i) to the Underwriter through the facilities of The Depository Trust Company in New York, New York or to its agent(“DTC”), the Bonds Bonds, in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the bearing CUSIP numbers assigned to them printed thereonnumbers), duly executed by the officers of Community Facilities District and authenticated by the County, acting on behalf of Trustee in the manner provided for in the Indenture and the Community Facilities DistrictDistrict Act at 8:00 a.m. California time, as provided in on [Closing Date] (the Resolution, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond CounselClosing Date”), the documents herein mentioned; and the Underwriter shall will accept such delivery and pay the purchase price of the Bonds as set forth in same day paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees Underwriters hereby agree to purchase from the Community Facilities District, and the Community Facilities District Authority agrees to sell and deliver to the Underwriter, Underwriters all (but not less than all) of the Community Facilities District No. 2004$ California Municipal Finance Authority Revenue Bonds, Series 2015-1 A (City of the County of Orange (Ladera RanchAnaheim Water System Project) Series 2023 Special Tax Refunding Bonds (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto). The Bonds shall be dated the Closing Date (as hereinafter defined), date of delivery thereof and shall mature on such dates and shall bear interest from said date (at such rates set forth in Schedule I attached hereto. Interest on the Bonds shall be payable semiannually on February 15 April 1 and August 15 in October 1 of each year, commencing August 15October 1, 2023) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto2015. The aggregate net purchase price for the Bonds shall be $ (consisting of the $ aggregate principal amount specified as such in Exhibit A.of the Bonds plus $ of original issue premium, less $ of Underwriters’ 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 April 1, 2015 (the “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 Representative with only such changes therein as shall be agreed upon by the Authority, the City and the Representative. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, and the Indenture. The Bonds shall be payable secured by a pledge, charge and lien upon Project Revenues which consist primarily of purchase payments (the “Purchase Payments”) to be subject made by the City to redemption the Authority pursuant to an Installment Purchase Agreement, dated as provided in Resolution No. 14-012 of April 1, 2015 (the “Installment Purchase Agreement”), by and between the City and the Supplement to Resolution NoAuthority. 14-012 adopted by the Board of 30544.00013\40029323.3 Supervisors of the County, acting as the legislative body of the Community Facilities District on January 14, 2014, as amended and supplemented by that certain Supplemental Resolution No. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body of the Community Facilities District on [ , 2023] (collectively, the “Resolution”). (c) The Bonds are being issued by for the Community Facilities District to purpose of providing funds (i) redeem finance or refinance (through the retirement of Water Revenue Anticipation Notes of the City issued for such purpose) the acquisition and defease construction of certain capital improvements to the water system of the City (the “Water System”); (ii) together with certain other available moneys, refund a portion of the outstanding $36,540,000 Community Facilities District No. 2004-1 Anaheim Public Financing Authority Revenue Bonds, Series 2008 (Water System Project) issued on behalf of the County City; (iii) prepay an outstanding State Loan incurred for the City’s Water System; and (iv) pay costs of Orange (Ladera Ranch) Series 2014A Special Tax Refunding issuance of the Bonds The City will undertake, pursuant to a Continuing Disclosure Agreement relating to the Bonds (the “Prior BondsContinuing Disclosure Agreement”), (ii) fund to provide certain annual financial information and operating data relating to the Reserve Fund, Public Utilities Department and (iii) pay the costs Water System and notices of issuing the Bondsoccurrence of certain events. A portion description of proceeds this undertaking 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 Statement (as defined herein). In connection with the refunding of the Bonds Refunded Bonds, the City will be deposited under enter into an Escrow Agreement Agreement, dated as of April 1, 2015 (the “Escrow Agreement”) dated as of [DATE]), by and between the County City and U.S. The Bank of New York Mellon Trust Company, National AssociationN.A., as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023. (d) The Underwriter has previously distributed to potential purchasers of the Bonds the Preliminary Official Statement for the Bonds, dated [DATE] (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 the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to use and distribute the Official StatementIndenture, the ResolutionInstallment Purchase Agreement, the Escrow Agreement, the Community Facilities District Continuing Disclosure Certificate, dated [DATE], Agreement and this Purchase Contract are herein referred to be executed and delivered by the Community Facilities District (as the “Community Facilities District Continuing Disclosure CertificateFinancing Documents.”), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities 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 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. (ec) At 8:00 o’clock A.M., California time, on [CLOSING DATE], 2015, or at such earlier other time or on such other date as shall be mutually agreed upon by the Underwriter City and the Community Facilities District Representative (such time and date being herein referred to as the “Closing Date”), the Community Facilities District will deliver (i) through Authority will, subject to the facilities of The Depository Trust Company in New Yorkterms and conditions hereof, New York sell and deliver, or cause to its agentbe delivered, the Bonds to the Underwriters, 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)form, duly executed by and authenticated, together with the officers of the County, acting on behalf of the Community Facilities District, as provided in the Resolutionother documents mentioned herein, and (ii) subject to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”)terms and conditions hereof, the documents herein mentioned; and the Underwriter shall Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in same day subparagraph (a) above, less the Good Faith Deposit delivered to the City on behalf of the Authority pursuant to Section 6 hereof, in immediately available funds (such delivery and payment being herein referred to as the “Closing”) to the order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Fulbright & Xxxxxxxx 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 City and the Representative, except that the Bonds 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 Representative, in fully registered book- entry eligible form (which may be typewritten) and registered in the name of Cede & Co. as nominee of DTC. (d) The Underwriters agree to make a bona fide public offering of all of the Bonds at prices not in excess of the initial public offering prices or at yields not lower than the initial public offering yields set forth in the Official Statement. The Underwriters reserve the right to change such initial offering prices or yields from time to time after such offering as they shall deem necessary in connection with the marketing of the Bonds.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, conditions and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities DistrictAuthority, and the Community Facilities District Authority agrees to sell to the Underwriter, all (but not less than all) of the Authority’s Community Facilities District No. 2004-1 of the County of Orange (Ladera RanchSeismic Safety Improvements – 690 and 942 Market Street Project) Series 2023 2018 Special Tax Refunding Bonds (Taxable) (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), and bear interest from said date (payable semiannually on February 15 March 1 and August 15 September 1 in each year, commencing August 15March 1, 20232019) at the rates per annum, annum and mature maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A.A hereto. The net proceeds of the sale of the Bonds will be used: (i) to defease and refund the Authority’s Community Facilities District No. 2004-1 (Seismic Safety Improvements – 690 and 942 Market Street Project) Special Tax Bonds, Series 2007A (Taxable) (the “Prior Bonds”); (iii) to fund a deposit to the Reserve Fund for the Bonds; and (iii) to pay costs incurred in connection with the issuance of the Bonds. (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 by and between the Authority and MUFG Union Bank, N.A., as Trustee (the “Trustee”), dated as of August 1, 2018 (the “Indenture”), approved by Resolution No. 14-012 and the Supplement to Resolution No. 14-012 adopted by the Executive Committee (the “Committee”) of the Board of 30544.00013\40029323.3 Supervisors Directors of the CountyAuthority (the “Board”), acting as the legislative body of the Community Facilities District District, on January 14August 2, 20142018 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from special taxes levied to satisfy the Special Tax Requirement (as defined in the Rate and Method, as amended defined herein) (the “Special Tax”) levied and supplemented by that certain Supplemental collected on the taxable land within the District in accordance with Resolution No. 1 to Supplement to Resolution No 1404-012 38 adopted by the Board Committee on December 17, 2004 (the “Resolution of Supervisors Formation”). The Resolution of Issuance, the CountyResolution of Formation and Resolution Nos. 04-34, acting 04-39, 04-40, 04-41, 07-25, 07-27, 07-28 and Ordinance No. 2007-B are collectively referred to herein as the legislative body of the Community Facilities “District on [ , 2023] (collectively, the “ResolutionResolutions.”). (c) The Bonds are being issued by Underwriter has received from the Community Facilities District to (i) redeem and defease Authority a certificate in substantially the outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds form attached hereto as Exhibit B (the “Prior Bonds”), (ii) fund the Reserve Fund, and (iii) pay the costs of issuing the Bonds. A portion of proceeds of the Bonds will be deposited under an Escrow Agreement (the “Escrow AgreementRule 15c2-12 Certificate”) dated as of [DATE], by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023. (d) The Underwriter has previously distributed to potential purchasers of the Bonds deeming the Preliminary Official Statement for the Bonds, dated [DATE] August , 2018 (which Preliminary Official Statement, together with its the cover page and all appendices thereto, and as supplemented are is herein collectively referred to herein as the “Preliminary Official Statement” and which, with the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement ) final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified). Subsequent to its receipt of the Rule 15c2-12 Certificate, the Underwriter has distributed copies of the Preliminary Official Statement. The Community Facilities District Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official StatementStatement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, the Resolution, the Escrow Agreement, the Community Facilities District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered any supplements and amendments thereto as have been approved by the Community Facilities District Authority as evidenced by the execution and delivery of such document by an officer of the Authority (the “Community Facilities District Official Statement”), the Indenture, the Continuing Disclosure Certificate of the Authority (the “Continuing Disclosure Certificate”), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities Authority or the District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities District Authority 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 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. (ed) At 8:00 A.M., California timePacific Daylight Time, on [CLOSING DATE]August 30, 2018, or at such earlier time or date as shall be agreed upon by the Underwriter and the Community Facilities District Authority (such time and date being herein referred to as the “Closing Date”), the Community Facilities District Authority will deliver (i) through to the facilities of The Depository Trust Company in New York, New York or to its agentYork, 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 County, acting on behalf of the Community Facilities DistrictAuthority, as provided in the ResolutionIndenture, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the Authority and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriter may, in its discretion, accept delivery of the Bonds in temporary form upon making arrangements with the Authority which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities District, and the Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the City of Anaheim Community Facilities District No. 200408-1 of the County of Orange (Ladera RanchPlatinum Triangle) Series 2023 Special Tax Refunding Bonds Bonds, Series 2016 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on February 15 March 1 and August 15 September 1 in each year, commencing August 15March 1, 20232017) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A. (b) The Bonds 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, dated as of 1, 2016 (the “Indenture”) by and between the District and U.S. Bank National Association, as trustee (the “Trustee”), approved in Resolution No. 14-012 and a resolution (the Supplement to Resolution No. 14-012 “Resolution”) adopted by the Board of 30544.00013\40029323.3 Supervisors City Council (the “City Council”) of the CountyCity of Anaheim (the “City”), acting 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 the District in accordance with Resolution No. 2008-53 adopted on April 22, 2008 establishing the District (the “Resolution of Formation”), Ordinance No. 6110 enacted on August 12, 2008 (the “Special Tax Ordinance”) and the Rate and Method of Apportionment (the “Rate and Method of Apportionment”). Proceeds of the sale of the Bonds will be used in accordance with the Indenture and the Xxxxx-Xxxx Community Facilities District on January 14, 2014Act of 1982, as amended and supplemented by that certain Supplemental Resolution No(Sections 53311 et seq. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body Government Code of the Community Facilities District on [ , 2023] State of California) (collectively, the “ResolutionAct”), to refund the District’s Special Tax Bonds, Series 2010 as set forth in the Indenture and the Escrow Agreement, by and between the District and U.S. Bank National Association, as prior trustee and escrow bank, dated as of 1, 2016 (the “Escrow Agreement”). (c) The Bonds are being issued by Subsequent to its receipt of a certificate from the Community Facilities District to (i) redeem and defease the outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds (the “Prior Bonds”), (ii) fund the Reserve Fund, and (iii) pay the costs of issuing the Bonds. A portion of proceeds of the Bonds will be deposited under an Escrow Agreement (the “Escrow Agreement”) dated as of [DATE], by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023. (d) The Underwriter has previously distributed to potential purchasers of the Bonds deeming the Preliminary Official Statement for the Bonds, dated [DATE] , 2016 (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 the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement ) final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified), the Underwriter distributed copies of the Preliminary Official Statement to potential purchasers of Bonds. The Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement (which shall consist of the Preliminary Official Statement as amended with the prior approval of the Underwriter and executed by the District, and which is referred to herein as the “Official Statement”), the ResolutionIndenture, the Continuing Disclosure Agreement, dated as of 1, 2016, by and between the District and U.S. Bank National Association (the “Continuing Disclosure Agreement”), the Escrow Agreement, the Community Facilities District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), Agreement this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities City or the District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities City 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 that from the time that the Official Statement becomes available until the earlier of: (a) the “End of the Underwriting Period,” as defined in Section 2(g) below; or (b) the time when the Official Statement is available to any person from the Municipal Securities Rulemaking Board’s (the “MSRB”) Electronic Municipal Market Access system (“EMMA”), but in no case less than 25 days following the End of the Underwriting Period, the Underwriter shall send no later than the next business day following a request for a copy thereof, by first class mail or other equally prompt means, to any potential customer (as such term is defined in Rule 15c2-12), on request, a single copy of the Official Statement. The Underwriter agrees to deliver file as soon as reasonably practicable a copy of the Official Statement with XXXX and to the MSRB through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date take any and otherwise all actions necessary to comply with all applicable statutes Securities and regulations in connection with Exchange Commission rules and MSRB rules governing the offering offering, sale and sale delivery of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12Bonds to ultimate purchasers. (ed) At 8:00 A.M., California Pacific time, on [CLOSING DATE], 2016, or at such earlier time or date as 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 Community Facilities District will deliver (i) through the facilities of to The Depository Trust Company in New York, New York or to its agentYork, 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 County, acting on behalf of the Community Facilities District, District as provided in the ResolutionIndenture and with the facsimile seal of the City printed thereon, and (ii) to the Underwriter, at the Newport Beach, California offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation LLP (“Bond Counsel”), in Los Angeles, California, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day Los Angeles clearinghouse funds (such delivery and payment being herein referred to as the “Closing”). The Bonds, as so registered, shall be made available to the Underwriter for inspection not later than the business day before the Closing Date.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties, and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities District, and the Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the Community Facilities District No. 20042023-1 of the County of Orange (Ladera RanchRienda Phase 2B) 2023 Series 2023 A Special Tax Refunding Bonds (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on February 15 and August 15 in each year, commencing August February 15, 20232024) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A. (b) The Bonds 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 Resolution No. 14-012 and the Supplement to Resolution No. 14-012 adopted by the Board of 30544.00013\40029323.3 Supervisors of the County, acting as the legislative body of the Community Facilities District on January 14, 2014, as amended and supplemented by that certain Supplemental Resolution No. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body of the Community Facilities District on [ , 2023] (collectively, the “Resolution”). (c) The Bonds are being issued by the Community Facilities District to (i) redeem and defease the outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds Bond Indenture (the “Prior Bonds”), (ii) fund the Reserve Fund, and (iii) pay the costs of issuing the Bonds. A portion of proceeds of the Bonds will be deposited under an Escrow Agreement (the “Escrow AgreementIndenture”) dated as of [DATE]November 1, 2023, by and between the County Community Facilities District and U.S. Bank Trust Company, National Association, as escrow agent trustee (the “Escrow AgentTrustee”). The Indenture was approved by Resolution No. [ ] (the “Resolution”) and used to redeem and defease all adopted on [ ], by the Board of Supervisors of the Prior Bonds on August 15, 2023County (the “Board”) acting as legislative body of the Community Facilities District. (dc) The Underwriter has previously distributed to potential purchasers of the Bonds the Preliminary Official Statement for the Bonds, dated [POS DATE] (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 the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to use and distribute the Official Statement, the ResolutionIndenture, the Escrow AgreementResolution, the Community Facilities District Continuing Disclosure Certificate, dated as of [DATE], to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities 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 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. (ed) At 8:00 A.M., California time, on [CLOSING DATEDecember 5, 2023], or at such earlier time or date as 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 Community Facilities District will deliver (i) through the facilities of The Depository Trust Company in New York, New York or to its agent, 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 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”), the documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to as the “Closing”).

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, conditions and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities DistrictCity, and the Community Facilities District City agrees to sell to the Underwriter, all (but not less than all) of the City of Redwood City Community Facilities District No. 20042010-1 of the County of Orange (Ladera RanchOne Marina) Series 2023 2016 Special Tax Refunding Bonds (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. A. The Bonds shall be dated the Closing Date (as hereinafter definedsuch term is defined herein), and bear interest from said date (payable semiannually on February 15 March 1 and August 15 September 1 in each year, commencing August 15March 1, 20232017) at the rates per annum, annum and mature maturing on the dates and in the amounts set forth specified in Exhibit A hereto. A. The purchase price for the Bonds shall be the amount specified as such in Exhibit A. (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 Resolution No. 14-012 in, the Fiscal Agent Agreement, dated as of June 1, 2016 (the “Fiscal Agent Agreement”), by and between the Supplement to Resolution No. 14-012 City, for and on behalf of the District, and U.S. Bank National Association, as Fiscal Agent (the “Fiscal Agent”), approved by a resolution adopted by the Board of 30544.00013\40029323.3 Supervisors City Council of the CountyCity (the “City Council”), acting as the legislative body of the District, on May 23, 2016 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from Special Tax Revenues (as such term is defined in the Fiscal Agent Agreement) (the “Special Taxes”), levied and collected on the taxable land within the District in accordance with Resolution No. 15052 adopted by the City Council on September 13, 2010 (the “Resolution of Formation”) and Ordinance No. 2358 adopted on September 27, 2010 (the “Ordinance”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Xxxxx-Xxxx Community Facilities District on January 14, 2014Act of 1982, as amended and supplemented by that certain Supplemental Resolution No(Sections 53311 et seq. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body Government Code of the Community Facilities District on [ , 2023] State of California) (collectively, the “ResolutionAct”).): (c) The Bonds are being issued by the Community Facilities District to (i) redeem and defease to refund in full the outstanding $36,540,000 City of Redwood City Community Facilities District No. 20042010-1 of the County of Orange (Ladera RanchOne Marina) Series 2014A Special Tax Refunding Bonds Bonds, Series 2011 (the “Prior Refunded Bonds”), ; (ii) to fund a reserve fund for the Reserve Fund, Bonds; and (iiiii) to pay the costs of issuing the Bonds. A portion of proceeds In connection with the refunding of the Bonds Refunded Bonds, the City will be deposited under enter into an Escrow Agreement Agreement, dated as of June 1, 2016 (the “Escrow Agreement”) dated as of [DATE]), by and between the County City, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as escrow agent bank (the “Escrow AgentBank”). The Resolution of Issuance, the Resolution of Formation and the Ordinance are collectively referred to herein as the “District Resolutions.” (c) and used At or prior to redeem and defease all of the Prior Bonds on August 15acceptance hereof by the City, 2023the City shall cause to be delivered to the Underwriter a certificate (the “Rule 15c2-12 Certificate”), in substantially the form attached as Exhibit B, with only such changes therein as shall have been accepted by the Underwriter. (d) The Underwriter has previously distributed Subsequent to potential purchasers its receipt of the Bonds Rule 15c2-12 Certificate deeming final the Preliminary Official Statement for the Bonds, dated [DATE] June , 2016 (which Preliminary Official Statement, together with its the cover page and all appendices thereto, and as supplemented are is herein collectively referred to herein as the “Preliminary Official Statement” and which, with the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final , for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratifiedpromulgated by the Securities and Exchange Commission (the “SEC”), the Underwriter has distributed copies of the Preliminary Official Statement in connection with the offer and sale of the Bonds. The Community Facilities District City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute distribute: (i) the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City, the “Official Statement, ”); (ii) the Resolution, Fiscal Agent Agreement; (iii) the Escrow Continuing Disclosure Agreement, dated the Community Facilities District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered by the Community Facilities District Closing Date (as such term is defined herein) (the “Community Facilities District Continuing Disclosure CertificateAgreement”), by and between the City and Xxxxx Xxxxxxx & Associates, Inc., as Dissemination Agent; (iv) this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, ; and all information contained therein, and (v) all other documents, certificates and statements furnished by the Community Facilities District City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the MSRB Municipal Securities Rulemaking Board (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. (e) At 8:00 A.M., California timeTime, on [CLOSING DATE]June , 2016, or at such earlier time or date as shall be agreed upon by the Underwriter and the Community Facilities District City (such time and date being herein referred to as the “Closing Date”), the Community Facilities District City will deliver deliver: (i) through the facilities of to The Depository Trust Company (“DTC”) in New York, New York or to its agentYork, 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 County, acting on behalf of the Community Facilities DistrictCity, as provided in the Resolution, Fiscal Agent Agreement; and (ii) to the Underwriter, at the Newport Beachoffices of Xxxxx & Xxxxxxx LLP, Larkspur, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriter may, in its discretion, accept delivery of the Bonds in temporary form upon making arrangements with the City that are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form. (f) Except as otherwise disclosed in writing and agreed to by the City, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A; provided, however, that the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Underwriter shall provide to the City on the Closing Date a certificate stating that the Underwriter made a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A, in a form reasonably acceptable to Bond Counsel.

Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, conditions and in reliance upon the representations, warranties, warranties and agreements set forth herein, the Underwriter agrees Underwriters agree to purchase from the Community Facilities DistrictCity, and the Community Facilities District City agrees to sell to the UnderwriterUnderwriters, all (but not less than all) of the City of Roseville Westpark Community Facilities District No. 2004-1 of the County of Orange (Ladera RanchPublic Facilities) Series 2023 Special Tax Refunding Bonds Bonds, Series 2015 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), and bear interest from said date (payable semiannually on February 15 March 1 and August 15 September 1 in each year, commencing August 15March 1, 20232016) at the rates per annum, annum and mature maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A.A hereto. (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 Fiscal Agent Agreement by and between the City and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”), dated as of July 1, 2015 (the “Fiscal Agent Agreement”), approved by Resolution No. 1415-012 and the Supplement to Resolution No. 14-012 323 adopted by the Board of 30544.00013\40029323.3 Supervisors City Council of the CountyCity (the “City Council”), acting as the legislative body of the District, on July 15, 2015 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within the District in accordance with Resolution of Intention adopted by the City Council on August 4, 2004, and Resolution No. 04-439 adopted by the City Council on September 15, 2004 (together with the Resolution of Intention, the “Resolution of Formation”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Xxxxx-Xxxx Community Facilities District on January 14, 2014Act of 1982, as amended and supplemented by that certain Supplemental Resolution No(Sections 53311 et seq. 1 to Supplement to Resolution No 14-012 adopted by the Board of Supervisors of the County, acting as the legislative body Government Code of the Community Facilities District on [ , 2023] State of California) (collectively, the “ResolutionLaw”). (c) The Bonds are being issued by the Community Facilities District , to (i) redeem and defease refund the District’s outstanding $36,540,000 Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series 2014A Special Tax Refunding Bonds Bonds, Series 2005 (the “Series 2005 Bonds”); (ii) refund the District’s outstanding Special Tax Bonds, Series 2006 (together, with the Series 2005 Bonds, the “Prior Bonds”), ; (iiiii) establish a debt service reserve fund for the Reserve Fund, Bonds; and (iiiiv) pay the costs of issuing the Bonds. A portion The Resolution of proceeds Issuance, the Resolution of Formation, and Ordinance No. 4128, adopted by the City Council on October 6, 2004, are collectively referred to herein as the “District Resolutions.” (c) At or prior to the acceptance hereof by the City, the City shall cause to be delivered to the Underwriters a 15c2-12 Certificate of the Bonds will be deposited under an Escrow City, dated as of the date of this Purchase Agreement (the “Escrow AgreementCity Certificate”) dated ), in substantially the form attached hereto as of [DATE]Exhibit B, with only such changes therein as shall have been accepted by and between the County and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and used to redeem and defease all of the Prior Bonds on August 15, 2023Underwriters. (d) The Underwriter has previously distributed Subsequent to potential purchasers its receipt of the Bonds City Certificate deeming the Preliminary Official Statement for the Bonds, dated [DATE] July 17, 2015 (which Preliminary Official Statement, together with its the cover page and all appendices thereto, and as supplemented are is herein collectively referred to herein as the “Preliminary Official Statement” and which, with the prior approval of the Underwriter and executed by the Community Facilities District, and as may be supplemented as provided herein, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement , final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified), the Underwriters have distributed copies of the Preliminary Official Statement. The Community Facilities District City hereby ratifies the use by the Underwriters of the Preliminary Official Statement and authorizes the Underwriter Underwriters to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City (the “Official Statement”)), the Resolution, the Escrow Fiscal Agent Agreement, the Community Facilities District Continuing Disclosure Certificate, dated [DATE], to be executed and delivered by Agreement of the Community Facilities District City (the “Community Facilities District Continuing City Disclosure CertificateAgreement”), this Bond Purchase Agreement, the Irrevocable Refunding Instructions, dated as of July 1, 2015, by and between the City for and on behalf of the District and the Fiscal Agent acting as fiscal agent for the Prior Bonds (the “Irrevocable Escrow Instructions”), and any other documents or contracts to which the Community Facilities City or the District is a partyparty related to the Bonds, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities District City to the Underwriter Underwriters in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the UnderwriterUnderwriters. The Underwriter Underwriters hereby agrees agree to deliver a copy of the Official Statement to the MSRB Municipal Securities Rulemaking City Council (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. (e) At 8:00 A.M., California timePacific Daylight Time, on [CLOSING DATE]August 12, 2015, or at such earlier time or date as shall be agreed upon by the Underwriter Representative and the Community Facilities District City (such time and date being herein referred to as the “Closing Date”), the Community Facilities District City will deliver (i) through to the facilities of The Depository Trust Company in New York, New York or to its agentYork, 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 County, acting on behalf of the Community Facilities DistrictCity, as provided in the ResolutionFiscal Agent Agreement, and (ii) to the UnderwriterUnderwriters, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Representative, the other documents herein mentioned; and the Underwriter Underwriters shall accept such delivery and pay the purchase price of the Bonds in same day immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriters may, in their discretion, accept delivery of the Bonds in temporary form upon making arrangements with the City which are satisfactory to the Underwriters relating to the delivery of the Bonds in definitive form. (f) Except as otherwise disclosed in writing and agreed to by the City, the Underwriters agree to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A hereto; provided, however, the Underwriters reserve the right to change such initial public offering prices as the Underwriters deem necessary or desirable, in their sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Underwriters shall provide to the City on the Closing Date a certificate stating, among other things, that the Underwriters made a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A.