Common use of Representations, Warranties and Agreements of the County Clause in Contracts

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Underwriters as follows: (a) The County is and will be on the Closing Date a political subdivision of the State of California organized and operating pursuant to the laws of the State of California with full power and authority to execute and deliver the Official Statement, and to enter into this Purchase Contract and the Financing Documents to be executed by it; (b) By official action of the County prior to or concurrently with the acceptance hereof, the County has duly authorized and approved the execution and delivery of, and the performance by the County of the obligations on its part contained in, the Financing Documents to be executed by it and the consummation by it of all other transactions contemplated by the Official Statement and this Purchase Contract; (c) This Purchase Contract constitutes, and upon their issuance and delivery, each of the Financing Documents to which the County is a party will constitute, a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to the best knowledge of the County, the execution and delivery of the Financing Documents to be executed by it, this Purchase Contract and the Official Statement, and compliance with the provisions on the County’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documents; (d) To the best knowledge of the County, the County is not in any material respect in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument; (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the County, threatened against the County in any material respect affecting the existence of the County or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Bonds or the payment of Base Rental Payments or in any way contesting or affecting the validity or enforceability of the Bonds, the Financing Documents to which the County is a party or this Purchase Contract or contesting the powers of the County or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Financing Documents to be executed by it or this Purchase Contract; (f) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, the County will notify the Underwriters, and, if in the opinion of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate signed by a duly authorized official of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty by the County to the Underwriters as to the statements made therein; and (p) The information provided to the Underwriters by the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its date.

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and covenants to and agrees with the Underwriters as followsUnderwriter that: (a) The County is and will be on the Closing Date a political subdivision division of the State of California duly organized and operating pursuant to validly existing under the laws of the State of California with and has, and at the Closing Date will have, full legal right, power and authority (i) to execute execute, deliver and perform its obligations under this Bond Purchase Agreement, the Indenture, the Escrow Agreement, and the Continuing Disclosure Certificate (collectively, the “County Documents”) and to carry out all transactions contemplated by each of the County Documents, (ii) to issue, sell and deliver the Official StatementBonds to the Underwriter pursuant to the Resolution and Indenture as provided herein, and (iii) to enter into this Purchase Contract carry out, give effect to and consummate the transactions contemplated by the Official Statement and the Financing Documents to be executed by itCounty Documents; (b) By official action The County has complied, and at the Closing Date will be in compliance, in all material respects, with the County Documents; and an immaterial compliance therewith by the County, if any, will not impair the ability of the County prior to carry out, give effect to or concurrently with consummate the acceptance hereoftransactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the County will continue to comply with the covenants of the County contained in the County Documents; (c) The Board of Supervisors has duly and validly: (i) taken or caused to be taken, all proceedings, if any, necessary under the Constitution and laws of the State of California to designate Reassessment District No. 17-1R (the “Reassessment District”), to confirm reassessments (the “Reassessments”) on the parcels located within the Reassessment District in the respective amounts shown in the report of the Reassessment Consultant approved by the Board of Supervisors on , 2018 (the “Consultant’s Report”), to cause each of the Reassessments to be a valid lien upon the parcel upon which it was confirmed and to authorize the sale, issuance and delivery of the Bonds, (ii) authorized and approved the execution and delivery ofof the County Documents, (iii) authorized the preparation and delivery of the Preliminary Official Statement and the Official Statement, and (iv) authorized and approved the performance by the County of the its obligations on its part contained in, the Financing Documents to be executed by it and the consummation by it taking of any and all other action as may be necessary to carry out, give effect to and consummate the transactions contemplated by the Official Statement and this Purchase Contract; (c) This Purchase Contract constitutes, and upon their issuance and deliveryby, each of the Financing County Documents to which (including, without limitation, the collection of the Reassessments); and the Reassessments constitute liens on the respective parcels within the Reassessment District. (d) The County is a party will constitute, a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to the best knowledge of the County, the execution and delivery of the Financing Documents to be executed by it, this Purchase Contract and the Official Statement, and compliance with the provisions on the County’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any lawapplicable law or administrative rule or regulation of the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable court or administrative regulationdecree or order, judgment, decree, or under any loan agreement, lease, indenture, bond, note, resolution, indenture, contract, agreement or other instrument to which the County is a party or is otherwise subjectsubject or bound, nor will any such execution, delivery, adoption or compliance result in a consequence of which could be to materially and adversely affect the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of performance by the County of its obligations under the terms County Documents or the Bonds; and compliance with the provisions of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement each thereof will not conflict with or other instrument, except as provided in the Financing Documents; (d) To the best knowledge of the County, the County is not in any material respect in constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable judgment court or administrative decree or order, or a material breach of or default under any loan agreement, leasenote, resolution, indenture, bond, note, resolutioncontract, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time subject or the giving of notice or both, would constitute a default or an event of default under any such instrumentbound; (e) There is no actionExcept for compliance with the blue sky or other states securities law filings, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the County, threatened against the County in any material respect affecting the existence of the County or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Bonds or the payment of Base Rental Payments or in any way contesting or affecting the validity or enforceability of the Bonds, the Financing Documents as to which the County is makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a party or this Purchase Contract or contesting the powers of the County or its authority to enter into, adopt or perform its obligations under any of the foregoingcondition precedent to, or contesting in any way the completeness or accuracy absence of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding which would materially adversely affect affect, the validity performance by the County of its obligations hereunder, or enforceability of under the Financing County Documents to be executed by it or this Purchase Contractthe Bonds, have been obtained and are in full force and effect; (f) The County will furnish such informationEach of the Reassessments has been duly and lawfully confirmed, execute such instruments and take such other action may be collected in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale installments under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as State of California, and each constitutes a valid and legally binding lien on the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in property on which it is not now so subjecthas been confirmed; (g) As of the date thereof and at all times subsequent thereto to and including Until the date which is 25 twenty-five (25) days following after the End “end of the Underwriting Period underwriting period” (as such term is hereinafter defined) for ), if any event shall occur of which the BondsCounty becomes aware, as a result of which it may be necessary to supplement the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinin the Official Statement, in the light of the circumstances under which they were made, not misleading; (h) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make existing at such information therein, in the light of the circumstances under which they were madetime, not misleading, the County will shall forthwith notify the Underwriters, and, if in the opinion Underwriter of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a shall cooperate fully in furnishing any information available to it for any supplement or amendment to the Official StatementStatement necessary so that the statements therein, as so supplemented, will not be misleading in light of the circumstances existing at such time; and the County will forthwith prepare and shall promptly furnish to the Underwriters (at the expense of the County) Underwriter a reasonable number of copies of an amendment of or such supplement to (as used herein, the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light term “end of the circumstances under which they were made, not misleading. For underwriting period” means the purposes later of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself time as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of delivers the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the AuthorityUnderwriter, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate signed by a duly authorized official of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty by the County to the Underwriters as to the statements made therein; and (p) The information provided to the Underwriters by the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its date.or

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Underwriters as followsthat: (a) The County is and will be on has the Closing Date a political subdivision of the State of California organized and operating pursuant to power under the laws of the State to issue the Bonds pursuant to the Bond Law. (b) At or prior to the Closing, the County will have taken all action required to be taken by it to authorize the issuance and delivery of California with the Bonds; (ii) the County has full legal right, power and authority to execute and deliver this Purchase Agreement, to adopt the Official StatementCounty Resolution, to issue and deliver the Bonds to the Underwriters on behalf of the District and to perform its obligations under each such document or instrument (collectively, the “County Documents”), and to enter into this Purchase Contract carry out and effectuate the Financing Documents to be executed transactions contemplated by it; (b) By official action of the County prior to or concurrently with the acceptance hereof, the County has duly authorized and approved Documents; (iii) the execution and delivery or adoption of, and the performance by the County of the obligations on its part obligat ions contained in, the Financing Bonds and the other County Documents to have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv) this Purchase Agreement constitutes, and each of the other County Documents, when duly executed by it and delivered in accordance with the County Resolution, will constitute, a valid and legally binding obligation of the County, enforceable against the County in accordance with its terms; and (v) the County has duly authorized the consummation by it of all other transactions contemplated by the Official Statement and this Purchase Contract;County Documents. (c) This Purchase Contract constitutesNo consent, and upon their issuance and deliveryapproval, each authorization, order, filing, registration, qualificat io n, election or referendum, of or by any court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Financing Documents Bonds or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriters may reasonably request, or which have not been taken or obtained; provided, however, that the County shall not be required to subject itself to service of process in any jurisdiction in which it is a party will constitute, a legal, valid and binding obligation not so subject as of the County enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to the best knowledge of the County, the execution and delivery of the Financing Documents to be executed by it, this Purchase Contract and the Official Statement, and compliance with the provisions on the County’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documents;date hereof. (d) To the best knowledge of the County, the County is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any trust agreement, loan agreement, lease, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or to which the County or any of its property or assets is otherwise subject, and no event has occurred and is continuing which, with which breach or default would materially adversely affect the passage of time County’s ability to enter into or the giving of notice or both, would constitute a default or an event of default perform its obligations under any such instrument;this Agreement. (e) There is no actionTo the best knowledge of the County, suitthe issuance of the Bonds, proceedingthe adoption, inquiry execution, delivery and performance of the County Documents, and the compliance with the provisions of the County Documents do not conflict with or investigationresult in on the part of the County a violation or breach of, at or default under, any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or to which the County or any of its property or assets is otherwise subject, where such conflict, violation, breach or default, individually or in equitythe aggregate, before shall result in a material adverse change to the County that materially and adversely affects the ability of the Underwriters to market the Bonds or by any courtenforce contracts of sale on the Bonds. (f) As of the time of acceptance hereof, governmental agency, public board or body, pending orexcept as provided in the Official Statement, to the best knowledge of the County, no action, suit, proceeding, hearing or investigation is pending (in which service of process has been completed against the County) or threatened against the County County: (i) in any material respect way affecting the existence of the County or in any way challenging the respective powers of the several offices or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Bonds or the payment of Base Rental Payments or in any way contesting or affecting the validity or enforceability of the Bonds, the Financing Documents to which the County is a party or this Purchase Contract or contesting the powers officials of the County or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Financing Documents to be executed by it or this Purchase Contract; (f) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, the County will notify the Underwriters, and, if in the opinion of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingoffices; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate signed by a duly authorized official of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty by the County to the Underwriters as to the statements made therein; and (p) The information provided to the Underwriters by the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its date.

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Underwriters as followsUnderwriter that: (aA) The County is and will be on the Closing Date a political subdivision of the State of California duly organized and operating pursuant to validly existing under the laws of the State of California California, with the power to issue the Notes pursuant to the Act. (B) At or prior to the Closing, (i) the County will have taken those actions relating to the issuance, delivery, and payment of the Notes, as requested by the District in the District Resolution and authorized by the County in the County Resolution; (ii) based on the representations and covenants of the District, the County has full legal right, power and authority to execute and deliver the Official Statement, and to enter into this Note Purchase Contract Agreement and the Financing Documents to be executed by it; (b) By official action of adopt the County prior to or concurrently with the acceptance hereofResolution, the County has duly authorized full legal right, power and approved authority to issue and deliver the Notes to the Underwriter in the name of the District, and the County has full legal right, power and authority to perform its obligations under each such document or instrument, and to carry out and effectuate the transaction contemplated by this Note Purchase Agreement and the Resolutions; (iii) based on the representations and covenants of the District, the execution and delivery or adoption of, and the performance by the County of the obligations on its part contained inin the Note, the Financing Documents to be executed by it and the consummation by it of all other transactions contemplated by the Official Statement Resolutions and this Note Purchase Contract; (c) This Purchase Contract constitutes, Agreement have been duly authorized and upon their issuance such authorization shall be in full force and delivery, each effect at the time of the Financing Documents to which the County is Closing; (iv) this Note Purchase Agreement constitutes a party will constitute, a legal, valid and legally binding obligation of the County enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to the best knowledge behalf of the County, District; and (v) the execution and delivery of County has authorized the Financing Documents to be executed consummation by it, on the District's behalf, of all transactions contemplated by this Note Purchase Contract Agreement. (C) Based on the representations and covenants of the District, no consent, approval, authorization, order, filing, registration, qualification, election or referendum of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Notes for offer and sale under the Blue Sky and or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate. (D) The issuance of the Notes, the execution, delivery and performance of this Note Purchase Agreement, the Resolutions and the Official StatementNotes, and compliance with the provisions on the County’s part contained herein and therein, will hereof do not in any material respect conflict with or constitute on the part of the County a breach violation of or a default under the Constitution of the State of California or any other existing law, administrative charter, ordinance, regulation, judgment, decree, loan order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, lease, indenture, bondmortgage, note, resolution, agreement lease or other instrument to which the County is a party or by which it is otherwise bound or to which it is subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documents;. (dE) To the best knowledge of the County’s knowledge, the County is not in any material respect in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument; (e) There is no action, suit, proceeding, inquiry hearing or investigation, at law investigation is pending or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the County, threatened against the County County: (i) in any material respect way affecting the existence of the County or in any way challenging the respective powers of the several offices or the titles of its officers the officials of the County to their respective offices such offices; or (ii) seeking to prohibit, restrain or enjoin the sale, execution issuance or delivery of any of the Bonds Notes, the application of the proceeds of the sale of the Notes, or the payment collection of Base Rental Payments the principal and interest on the Notes, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the BondsNotes, this Note Purchase Agreement and the Financing Documents to which the County is a party or this Purchase Contract Resolutions or contesting the powers of the County or its authority with respect to enter intothe Notes, adopt the Resolutions or perform its obligations under any of the foregoing, this Note Purchase Agreement; or contesting (iii) in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would which a final adverse decision could (a) materially adversely affect the validity or enforceability of the Financing Documents to be executed by it or this Purchase Contract; (f) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, the County will notify the Underwriters, and, if in the opinion of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as or the consummation of the dates transactions contemplated by this Note Purchase Agreement and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate signed by a duly authorized official of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty by the County to the Underwriters as to the statements made therein; and (p) The information provided to the Underwriters by the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its date.Resolutions,

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Underwriters as followsUnderwriter that: (a) The County is and will be on has the Closing Date a political subdivision of the State of California organized and operating pursuant to power under the laws of the State to issue the Bonds in the name and on behalf of California with the District pursuant to the applicable provisions of the Education Code; (i) At or prior to the Closing, the County will have taken all action required to be taken by it to authorize the issuance and delivery of the Bonds; (ii) the County has full legal right, power and authority to execute enter into this Bond Purchase Agreement, to adopt the County Resolution, to issue and deliver the Official StatementBonds to the Underwriter in the name and on behalf of the District and to perform its obligations under each such document or instrument, and to enter into carry out and effectuate the transactions applicable to the County contemplated by this Bond Purchase Contract Agreement and the Financing Documents to be executed by it; Resolutions; (biii) By official action of the County prior to or concurrently with the acceptance hereof, the County has duly authorized and approved the execution and delivery or adoption of, and the performance by the County of its obligations represented by the obligations on its part contained inBonds, the Financing Documents to County Resolution and this Bond Purchase Agreement have been duly authorized and such authorization shall be executed by it in full force and effect at the time of the Closing and the County Resolution shall not have been modified, amended, rescinded or revoked and is in full force and effect on the date hereof and on the date of the Closing; (iv) this Bond Purchase Agreement constitutes a valid and legally binding obligation of the County, enforceable against the County in accordance with its terms; and (v) the County has duly authorized the consummation by it of all other transactions contemplated by the Official Statement and this Bond Purchase ContractAgreement; (c) This Purchase Contract constitutes, and upon their issuance and delivery, each To the best knowledge of the Financing Documents to County, no authorization, approval, consent or other order of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the County is a party will constitute, a legal, valid and binding obligation of this Bond Purchase Agreement or the consummation by the County of the County enforceable other transactions contemplated by such agreement (provided that no representation or warranty need be given as to any action required of the District or under state securities or blue sky laws in accordance connection with its termsthe purchase or distribution of the Bonds by the Underwriter); (d) To the best knowledge of the County, no consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any California governmental agency is required in connection with the issuance, delivery or sale of the Bonds or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as enforceability may be limited by bankruptcynecessary to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may reasonably request, insolvencyor which have not been taken or obtained; provided, moratorium or creditors’ rights generallyhowever, that the County shall not be required to subject itself to service of process in any jurisdiction in which it is not so subject as of the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to date hereof; (e) To the best knowledge of the County, the execution and delivery issuance of the Financing Documents to be executed by itBonds, the execution, delivery and performance of this Bond Purchase Contract Agreement, the County Resolution and the Official StatementBonds, and the compliance with the provisions on hereof applicable to the County’s part contained herein and therein, will County do not in any material respect conflict with or constitute on the part of the County a material violation of, or material default under, the Constitution of the State or any existing law, charter, ordinance, regulation, decree, order or resolution to which the County is bound and do not conflict with or result in a violation or breach of, or constitute a material default under, any agreement, indenture, mortgage, lease or other instrument to which the County is a party; (f) The County is not in breach of or default under any law, applicable law or administrative regulation, judgment, decree, regulation of the State or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party party, which breach or is otherwise subject, nor will any such execution, delivery, adoption default would materially adversely affect the County’s ability to enter into or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County perform its obligations under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documentsthis Bond Purchase Agreement; (dg) To the best knowledge As of the County, the County is not in any material respect in breach time of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument; (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending oracceptance hereof, to the best knowledge of the County, no action, suit, proceeding, hearing or investigation is pending in which service of process has been completed against the County or threatened against the County County: (i) in any material respect way affecting the existence of the County or in any way challenging the respective powers of the several offices or the titles of its officers the officials of the County to their respective offices such offices; or (ii) seeking to prohibit, restrain or enjoin the sale, execution issuance or delivery of any of the Bonds Bonds, or the payment of Base Rental Payments or in any way directly contesting or affecting the validity or enforceability of the Bonds, the Financing Documents to which this Bond Purchase Agreement or the County is a party or this Purchase Contract Resolution or contesting the powers of the County or its authority with respect to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Financing Documents to be executed by it or this Purchase Contract; (f) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement County Resolution or this Bond Purchase Agreement; or (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”iii) did not and will not contain any untrue statement of in which a material fact or omit to state a material fact required final adverse decision would declare this Bond Purchase Agreement to be stated therein invalid or necessary to make the statements therein, unenforceable in the light of the circumstances under which they were made, not misleadingwhole or in material part; (h) If between Between the date hereof and the date which is 25 days after Closing, without the End prior written consent of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleadingUnderwriter, the County will notify the Underwriters, and, if not have issued in the opinion name and on behalf of the UnderwritersDistrict any bonds, the County notes or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel other obligations for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request;borrowed money; and (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate certificates signed by a duly authorized official any officer of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby Underwriter shall be deemed a representation and warranty by the County to the Underwriters Underwriter, but not by the person signing the same, as to the statements made therein; and (p) The information provided to the Underwriters by the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its date.

Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Underwriters as followsUnderwriter that: (a) The County is and will be on the Closing Date a political subdivision of the State of California duly organized and operating pursuant to validly existing under the laws of the State of California (the “State”), with the power to issue the Notes pursuant to the Act. (b) At or prior to the Closing, (i) the County will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes; (ii) the County has full legal right, power and authority to execute enter into this Note Purchase Agreement and to adopt the County Resolution, and the County has full legal right, power and authority to issue and deliver the Official StatementNotes to the Underwriter in the name of the District and the County has full legal right, power and authority to perform its obligations under each such document or instrument, and to enter into carry out and effectuate the transaction contemplated by this Note Purchase Contract Agreement and the Financing Documents to be executed by it; Resolutions; (biii) By official action of the County prior to or concurrently with the acceptance hereof, the County has duly authorized and approved the execution and delivery or adoption of, and the performance by the County of the obligations on its part contained inin the Note, the Financing Documents to Resolutions and this Note Purchase Agreement have been duly authorized and such authorization shall be executed by it in full force and effect at the time of the Closing; (iv) this Note Purchase Agreement constitutes a valid and legally binding obligation of the County; and, (v) the County has authorized the consummation by it of all other transactions contemplated by the Official Statement and this Note Purchase Contract;Agreement. (c) This Purchase Contract constitutesNo consent, and upon their issuance and deliveryapproval, each authorization, order, filing, registration, qualification, election or referendum of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Financing Documents to which Notes or the County is a party will constitute, a legal, valid and binding obligation consummation of the County enforceable in accordance with its termsother transactions effected or contemplated herein or hereby, except for such actions as enforceability may be limited by bankruptcy, insolvency, moratorium necessary to qualify the Notes for offer and sale under the Blue Sky and or creditors’ rights generally, to the application other securities laws and regulations of equitable principles, to the exercise of judicial discretion such states and to the limitations on legal remedies against counties in California; to the best knowledge jurisdictions of the CountyUnited States as the Underwriter may designate. (d) The issuance of the Notes, the execution execution, delivery and delivery performance of this Note Purchase Agreement, the Financing Documents to be executed by it, this Purchase Contract Resolutions and the Official StatementNotes, and compliance with the provisions on the County’s part contained herein and therein, will hereof do not in any material respect conflict with or constitute on the part of the County a breach violation of or a default under under, the Constitution of the State or any other existing law, administrative charter, ordinance, regulation, judgmentdecree order or resolution and do not conflict with or result in a violation or breach of, decreeor constitute a default under, loan any agreement, lease, indenture, bondmortgage, note, resolution, agreement lease or other instrument to which the County is a party or by which it is otherwise subject, nor will any such execution, delivery, adoption bound or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documents; (d) To the best knowledge of the County, the County is not in any material respect in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the County it is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a default or an event of default under any such instrument;. (e) There Except as disclosed in the Official Statement dated January 26, 2010, to my knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, court or public board or body, pending orpending, to the best knowledge of the County, or threatened against the County in any material respect affecting Board which: (i) affects the existence of the County Board or in any way challenges the respective powers of the several offices or the titles of its officers the officials of the Board to their respective offices or seeking such offices, (ii) seeks to prohibit, restrain or enjoin the sale, execution issuance or delivery of any of the Bonds Notes, the application of the proceeds of the sale of the Notes, or the payment collection of Base Rental Payments revenues of the District pledged or to be pledged or available to pay the principal of and interest on the Notes, or the pledge thereof, or in any way contesting contests or affecting affects the validity or enforceability of the BondsNotes, the Financing Documents to which the County is a party Resolution, or this Purchase Contract or contesting contests the powers of the County Board or its authority with respect to enter intothe Notes or the Resolution, adopt or perform its obligations under any or (iii) in the event of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would a final adverse decision could (A) materially adversely affect the validity or enforceability of the Financing Documents to be executed by it or this Purchase Contract; (f) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, the County will notify the Underwriters, and, if in the opinion of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as or the consummation of the dates and for transactions contemplated by the periods therein set forth and Resolution, (iB) adversely affect the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that exemption of the County’s audited financial statements;interest paid on the Notes from federal income and California personal income taxation. (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (of) Any certificate certificates signed by a duly authorized official any officer of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby Underwriter shall be deemed a representation and warranty by the County County, as the case may be, to the Underwriters Underwriter as to the statements made therein; and (p) The information provided to therein but not of the Underwriters by person signing the County in connection with the Underwriters’ consideration of purchasing the Bonds was true and correct in all material respects as of its datesame.

Representations, Warranties and Agreements of the County. The County hereby represents, warrants to, covenants and agrees with with, the Underwriters as followsPurchaser that: (a) The County is and will be on the Closing Date a political subdivision of the State of California State, duly organized and operating pursuant to validly existing under the Constitution and laws of the State of California with State, and the County has, and at the Closing Date will have, full legal right and power and authority (i) to enter into, execute and deliver this Purchase Agreement, the Official StatementFiscal Agent Agreement and the Bonds, and (ii) to enter into this Purchase Contract carry out, give effect to and consummate the Financing Documents to be executed by it;transactions on its part contemplated hereby and thereby. (b) By official action Resolution No. 2014-29, adopted by the Board of Supervisors on April 22, 2014, and the Resolution of Issuance have been duly adopted by the Board of Supervisors of the County prior to and are in full force and effect; and the Fiscal Agent Agreement and this Purchase Agreement, when executed and delivered by the County and the other party or concurrently parties thereto, will constitute legal, valid and binding obligations of the County enforceable against the County in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally. The County has complied, and will at the Closing Date be in compliance, in all respects with the acceptance hereofFiscal Agent Agreement, the Formation Act, the Bond Law and this Purchase Agreement. (c) The Board of Supervisors of the County has duly and validly: (i) made all the necessary findings and determinations required under the Formation Act in connection with the authorization to levy and collect the Assessments and the issuance of the Bonds, (ii) approved and authorized and approved the execution and delivery ofby the County of the Fiscal Agent Agreement, the Bonds and this Purchase Agreement, and (iii) authorized and approved the performance by the County of its obligations contained in, and the obligations taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions on its part contained in, the Financing Documents to be executed by it and the consummation by it of all other transactions contemplated by the Official Statement and this Purchase Contract; (c) This Purchase Contract constitutes, and upon their issuance and deliveryby, each of the Financing Documents such documents. All consents or approvals necessary to which be obtained by the County in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The County is a party will constitutenot, a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, any respect material to the application of equitable principlestransactions referred to herein or contemplated hereby, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; to the best knowledge of the County, the execution and delivery of the Financing Documents to be executed by it, this Purchase Contract and the Official Statement, and compliance with the provisions on the County’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any lawapplicable court or administrative decree or order, administrative regulation, judgment, decree, or under any loan agreement, lease, indenture, bond, note, resolution, indenture, contract, agreement or other instrument to which the County is a party or is otherwise subjectsubject or bound, nor will and the performance by the County of its obligations under the Fiscal Agent Agreement, the Bonds and this Purchase Agreement and any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon instruments contemplated by any of such documents, and compliance with the properties provisions of each thereof, will not conflict with or assets of the County under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note resolution, agreement or other instrument, except as provided in the Financing Documents; (d) To the best knowledge of the County, the County is not in any material respect in constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable judgment court or administrative decree or order, or under any loan agreement, leasenote, resolution, indenture, bond, note, resolutioncontract, agreement or other instrument to which the County is a party or is otherwise subjectsubject or bound, in any manner which would materially and no event has occurred and is continuing whichadversely affect the performance by the County of its obligations under the Fiscal Agent Agreement, with the passage of time Bonds or the giving of notice or both, would constitute a default or an event of default under any such instrument;this Purchase Agreement. (e) There is no All approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect the performance by the County of its obligations hereunder or under the Fiscal Agent Agreement or the Bonds have been or will be obtained at the Closing Date and are or will be at the Closing Date in full force and effect. (f) When delivered to the Purchaser, the Bonds will have been duly authorized by the Board of Supervisors of the County and duly executed, issued and delivered by the County and will constitute legal, valid and binding obligations of the County enforceable against the County in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally. The Fiscal Agent Agreement creates a valid pledge of, first lien upon and security interest in, the Assessments and the amounts in the Redemption Fund and the Reserve Fund established pursuant to the Fiscal Agent Agreement, on the terms and conditions set forth in the Fiscal Agent Agreement. (g) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, regulatory agency or public board or bodybody to which the County is a party and has been served with a summons or other notice thereof, pending oris pending, or to the best knowledge of the CountyCounty is threatened, threatened against the County in any material respect way affecting the existence of the Assessment District, the existence of the County or the titles of its officers to their respective offices or seeking to prohibit, restrain or to enjoin the saleissuance, execution sale or delivery of the Bonds Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, the collection or application of the Assessments pledged or to be pledged to pay the principal of, and interest on, the Bonds, or the payment of Base Rental Payments pledge thereof, or in any way contesting or affecting the validity or enforceability of the BondsFiscal Agent Agreement, the Financing Documents to which the County is a party Bonds or this Purchase Contract Agreement, any action of the County contemplated by any of such documents, or in any way contesting the powers of the County or its authority with respect to enter intothe Fiscal Agent Agreement, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Financing Documents to be executed by it Bonds or this Purchase Contract; (f) The Agreement or any action of the County will furnish contemplated by any of such informationdocuments, execute such instruments and take such other action in cooperation with or which contests the Underwriters as the Underwriters may reasonably request in order to qualify exclusion from gross income for federal income tax purposes of interest paid on the Bonds for offer and sale under or the blue sky or other securities laws and regulations exemption of such states and other jurisdictions interest paid on the Bonds from State of the United States as the Underwriters may designate and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the County be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;California personal income taxation. (h) If between the date hereof and the date which is 25 days after the End Any certificate signed by any officer or employee of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement (excluding therefrom information relating County authorized to DTC do so and the book-entry system and the information under the caption “UNDERWRITING”), as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which they were made, not misleading, the County will notify the Underwriters, and, if in the opinion of the Underwriters, the County or their respective counsel, such event requires the preparation and publication of a supplement or amendment delivered to the Official Statement, Purchaser in connection with the County will forthwith prepare and furnish to the Underwriters (at the expense of the County) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the County will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (i) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement (excluding therefrom information relating to DTC and the book-entry system and the information under the caption “UNDERWRITING”) so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the County of the other transactions contemplated by this Purchase Contract or the Financing Documents to which the County is a party; (k) The Bonds will be issued in accordance with the Trust Agreement; (l) The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (m) Except as disclosed in the Official Statement, there has not been any material adverse change in the financial condition of the County since June 30, 2009. The financial statements of, and other financial information regarding the County set forth in the Official Statement fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth and (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information set forth in the Official Statement has been determined on a basis substantially consistent with that of the County’s audited financial statements; (n) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (o) Any certificate signed by a duly authorized official of the County and delivered to the Underwriters pursuant to this Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty by the County to the Underwriters as to the statements made therein. (i) The County has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (j) The Assessments have been lawfully be levied as detailed in the Revised Final Engineer’s Report, dated June 2, 2014 (the “Engineer’s Report”) prepared by Questa Engineering Corporation (the “Assessment Engineer”) for the Assessment District, and, the Assessments so levied are secured by a lien on the property on which they have been levied. (k) The County is not entitled to claim governmental immunity or immunity on similar grounds in any lawsuit, action or proceedings at law or equity brought against the County for a breach of contract arising from or relating to the Bonds, including but not limited to its obligations under the Fiscal Agent Agreement or this Purchase Agreement; provided, it is acknowledged a claimant must comply with the provisions of the Government Claims Act set forth in California Government Code (or any successor statutes) in suits, actions or proceedings brought against the County. (l) The County agrees to pay, from the proceeds of the Bonds, any fees due from the Purchaser or otherwise to the California Debt and Investment Advisory Commission in connection with the issuance of the Bonds. (m) The County has complied with the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Bonds, and the County will not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable State tax of the interest on the Bonds. (n) The County covenants that it will take any and all action and will cause any and all action to be taken in order to ensure compliance with the provisions contained in the certification as to arbitrage described in Section 6(i) hereof. (o) To the best knowledge of the County, it has not been, is not presently and, as a result of the sale, issuance and delivery of the Bonds, will not be in violation of any debt limitation, appropriation limitation or any other provisions of the California Constitution that would materially adversely affect the County’s obligations under this Purchase Agreement. (p) The information provided to County has had no financial advisory relationship with the Underwriters by Purchaser. (q) Inasmuch as this purchase and sale represents a negotiated transaction, the County understands, and hereby confirms, that the Purchaser is not acting as a fiduciary of the County, but rather is acting solely in connection with its capacity as Purchaser, for its own account.] (r) The County agrees to pay the Underwriters’ consideration fees and expenses of purchasing the Bonds was true and correct in all material respects as of its datePurchaser’s counsel, not to exceed $ .