Common use of Official Statement Clause in Contracts

Official Statement. A Preliminary Official Statement, dated August , 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter in connection with the Bonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds. The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A The City ratifies, approves and confirms the distribution of the Preliminary Official Statement with respect to the Bonds, dated , 2020 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement, dated August , 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"”), has been delivered to the Underwriter in connection with the Bondsoffering and sale of the Bonds by the Underwriter prior to the availability of the Official Statement. The City also agrees to deliver to represents that the Preliminary Official Statement was deemed final as of its date for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Corporation under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for the omission of offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings and other terms of the Bonds depending on such matters. The City shall provide the Underwriter, within 7 business days after the date hereof (but in any event at least 2 business days prior to the City’s sole cost and at such address Closing Date (as the Underwriter shall specify, as many defined herein)) with a reasonable number of copies of the Official Statement as in the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies form of the Preliminary Official Statement with such changes thereto as have been approved by the Underwriter (which approval shall not be unreasonably withheld), as requested by the Underwriter, for distribution. The City authorizes and approves the distribution by the Underwriter of the Official Statement in connection with the offering and sale of the Bonds. The City authorizes the Underwriter to file, and the Underwriter hereby agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and at or prior to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined belowherein), the Official Statement with Municipal Securities Rulemaking Board Rule G-32 (the “MSRB”), or its designees. The Official Statement, including the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto on or prior to the Closing Date is herein referred to as the “Official Statement.”

Official Statement. A The County by official action of its governing board has approved the form and distribution of the Preliminary Official Statement and the distribution of an Official Statement (together with any amendment or supplement authorized by the County, the “Official Statement”), dated August , 2007 (including consisting of the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, Statement with such changes as are accepted by noted thereon and as may be made thereto, with the approval of Xxxxxxx Xxxxxxxxx & Xxxx LLP, Los Angeles, Special Counsel to the County (“Special Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (”Disclosure Counsel”) and the Underwriter, being herein called from time to time prior to the "Closing Date (hereinafter defined). The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the Preliminary Official Statement"), has been delivered to . Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the Underwriter in connection with made hereby that the Bonds. The City also agrees to County deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many a reasonable number of copies of the Official Statement as (but in no event shall the Underwriter shall reasonably request as necessary County be obligated to comply with paragraph (b)(4) pay for more than 20 copies), in a form deemed to be final for purposes of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement 12, within seven (7) business days of the date hereof but no later than the date of Closing, as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the date hereofend of the underwriting period (as defined below) (or such other period as may be agreed to by the County and the Underwriter), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the County, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. By acceptance If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County shall prepare and furnish to the Underwriter, at the County’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the County and the Underwriter, as the Underwriter may reasonably request. For purposes of this Bond Purchase Contract, the City hereby authorizes the use of copies “end of the Preliminary Official Statement underwriting period” is used as defined in Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the County and the Underwriter, the County may assume that the end of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement in connection with the offering and sale of the Bonds. The Underwriter agrees to promptly file a copy of the final Official Statement, including MSRB or any supplements prepared other repository approved by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated no later than the Closing Date (as defined below)Date.

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated , 2018 (the “Preliminary Official Statement”). The City Successor Agency authorized distribution of the Preliminary Official Statement and preparation and distribution of a final Official Statement pursuant to a resolution adopted on March 27, 2018 (the “Successor Agency OS Resolution,” together with the Successor Agency Bond Resolution, the “Successor Agency Resolutions”). The Successor Agency deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) 12 and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking BoardMSRB. The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, Such Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to give written notice to the City hereby authorizes the use of copies Successor Agency of the Preliminary date after which the Underwriter shall no longer be obligated to deliver Official Statement and Statements pursuant to paragraph (b)(4) of Rule 15c2-12 which shall be no later than 25 days after the Official Statement in connection with the offering and sale End of the BondsUnderwriting Period (as such term is hereinafter defined). The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency, in compliance with a nationally recognized municipal securities information repositoryMSRB Rule G-32, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission (the “SEC”) rules and Municipal Securities Rulemaking Board MSRB rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A [Alternative A] The Issuer hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, dated August , 2007 (including Statement in connection with the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called public offering of the "Preliminary Official Statement" and, with such changes as are accepted Securities by the Underwriter, being herein called and further confirms the "Official Statement")authority of the Underwriter to use, has been delivered and consents to the Underwriter use of, the final Official Statement with respect to the Securities in connection with the Bondspublic offering and sale of the Securities. The City also agrees to deliver Issuer hereby represents and warrants that the Preliminary Official Statement previously furnished to the UnderwriterUnderwriter was “deemed final” by the Issuer as of its date for purposes of Rule 15c2-12, at except for permitted omissions. [Alternative B] The Issuer hereby consents to and ratifies the City’s sole cost use and at such address as distribution by the Underwriter shall specify, as many copies of the Official Statement as in connection with the public offering and sale of the Securities by the Underwriter. The Issuer hereby represents and warrants that the Official Statement previously furnished to the Underwriter was “deemed final” by the Issuer as of its date for purposes of Rule 15c2-12. The Issuer, at its cost, shall provide, or cause to be provided, to the Underwriter within seven business days after the date of this Agreement (or within such shorter period as may be approved by the Underwriter or required by applicable rule) such number of copies of a final Official Statement as reasonably request as necessary requested by the Underwriter, but in sufficient quantity to permit the Underwriter to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) 12, and with Rule G-32 and all any other applicable rules of the Municipal Securities Rulemaking BoardSEC and the MSRB. The City Issuer authorizes the Underwriter to file, to the extent required by any applicable SEC or MSRB rule, and the Underwriter agrees to deliver such copies of so file, the Official Statement within seven (7) business days after with the date hereofMSRB or its designee. By acceptance of this Bond Purchase ContractIf an amended Official Statement is prepared during the “primary offering disclosure period,” and if required by any applicable SEC or MSRB rule, the City hereby authorizes Underwriter also shall make the use of copies required filings of the amended Official Statement. The Issuer shall provide the Underwriter with the information necessary to complete MSRB Form G-32 for all filings to be made under this Section 8. The Preliminary Official Statement and the Official Statement may be delivered in connection with printed and a “designated electronic format” as defined in the offering MSRB’s Rule G-32 and sale as may be agreed by the Issuer and the Underwriter. If the Official Statement has been prepared in electronic form, the Issuer hereby confirms that it does not object to distribution of the BondsOfficial Statement in electronic form. The Underwriter agrees Issuer shall not supplement or amend the Official Statement or cause the Official Statement to promptly file a copy be supplemented or amended without the prior written consent of the final Underwriter. The Issuer covenants to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period, (or such other period as may be agreed to by the Issuer and the Underwriter) any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event requires the preparation and distribution of a supplement or amendment to the Official Statement, including any supplements prepared to prepare and furnish to the Underwriter, at the Issuer’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the CityIssuer and the Underwriter, with a nationally recognized municipal securities information repositoryas the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing Date, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and to take any and all other actions documents as the Underwriter may reasonably deem necessary to comply with applicable Securities evidence the truth and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery accuracy of the Bonds any such supplement or amendment to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below)Official Statement.

Official Statement. A Preliminary Official Statement, dated August , 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered In order to enable the Underwriter in connection with the Bonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) 12 (the “Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees Board (the “MSRB”), the Company shall provide to deliver such the Underwriter sufficient copies of the Official Statement in electronic word-searchable portable document format, which the Issuer (only with respect to the statements therein with respect to the Issuer under the captions “THE ISSUERS – Niagara Issuer” and “LITIGATION”) and the Company (with respect to all other statements therein) deem final as of its date, in sufficient time to accompany any confirmation that requires payment from any customer and, in any event, within seven (7) business days after the date hereofDate Hereof and in no event later than two (2) business days prior to the Closing (hereinafter defined). By acceptance of this Bond Purchase ContractThe Issuer, the City Company and the Guarantor hereby authorizes authorize the use of copies of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the public offering and sale of the Bonds. The Issuer, the Company and the Guarantor hereby ratify and confirm the use by the Underwriter prior to the date hereof of the Preliminary Official Statement dated October 19, 2012, as supplemented on October 31, 2012 (as so supplemented, the “Preliminary Official Statement”) in connection with the public offering of the Bonds. The final Official Statement shall be substantially the same (except for insertions, deletions and changes contemplated in the Preliminary Official Statement and this Underwriting Agreement) as the Preliminary Official Statement and shall contain only those substantive changes as are approved by the Underwriter, which approval shall not be unreasonably withheld. The Preliminary Official Statement, as of October 31, 2012, was deemed final (i) by the Issuer (but only with respect to the statements therein with respect to the Issuer under the captions “THE ISSUERS – Niagara Issuer” and “LITIGATION”) and (ii) by the Company and the Guarantor (with respect to all other statements therein) for purposes of the Rule, except for permitted omissions set forth in the Rule. The Underwriter agrees to provide a certificate at Closing stating that it has filed a copy of the Official Statement with the MSRB in accordance with the Rule and stating whether or not the Underwriter retains any unsold balance of Bonds for sale to the public. In the event that it does so retain for sale to the public any such Bonds as of the Closing, the Underwriter agrees to promptly file a copy notify the Issuer, the Company and the Guarantor of the final Official Statement, including date on which the Underwriter no longer retains any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery unsold balance of the Bonds for sale to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below)public.

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriters promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Representative, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriters for such purpose, prior to the date hereof, of the Preliminary Official Statement dated 2014 relating to the Bonds (the “Preliminary Official Statement”). The City Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the UnderwriterUnderwriters, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter Underwriters shall specify, as many copies of the Official Statement as the Underwriter Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies The Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriters agree to deliver or cause to be delivered to each purchaser of the Preliminary Official Statement and Bonds from it, upon request, a copy of the Official Statement in connection with Statement, for the offering and sale of the Bondstime period required under Rule 15c2-12. The Underwriter agrees Underwriters also agree to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency and delivered to the Underwriters, with a nationally recognized municipal securities information repositoryrepository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at xxx.xxxx.xxxx.xxx), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, dated , 2014 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). By the execution of this Purchase Agreement, the District ratifies the use by the Underwriter of the Preliminary Official Statement. The District hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, dated August with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement with such changes, 2007 (if any, and including the cover page and all appendices, exhibits exhibits, maps, reports and statements thereon included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the "Preliminary “Official Statement" and, with ”) in such changes quantities as are accepted may be requested by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter in connection with the Bonds. The City also agrees order to deliver to the Underwriter, at the City’s sole cost and at such address as permit the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission the Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable the rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies MSRB; provided, however, that the failure of the Official Statement within seven (7) business days after District to comply with this requirement due solely to the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies acts of the Preliminary Official Statement Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and the Official Statement in connection with the offering and sale of pay for the Bonds. The Underwriter agrees that prior to promptly file the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the final most recent Preliminary Official Statement, including any supplements prepared . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the City, with a nationally recognized municipal securities information repository, and first business day following the date upon which each such request is received. The Underwriter agrees to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing file the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection Official Statement with the issuance of MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will notify the Bondsother party hereto if, and in order to assist within the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated period from the date of issuance this Purchase Agreement to and including the date which is 25 days following the End of the BondsUnderwriting Period (as hereinafter defined), such party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In additionIf, and also to assist in the Underwriter in complying with written opinion of the RuleDistrict or the Underwriter, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).preparation and publication of a supplement or

Official Statement. A The School District has caused to be drafted and previously delivered to the Underwriter the Preliminary Official Statement, dated August [January , 2007 2015] (the “Preliminary Official Statement”), including the cover page, the inside cover page and all appendices, exhibits and statements thereon or attached appendices thereto, being herein called relating to the "Series D Bonds and the School District’s 2015 General Obligation Refunding Bonds of School Facilities Improvement District No. 2002-1 of the Tustin Unified School District (together with the Series D Bonds, the “Bonds”). The School District represents that it deemed the Preliminary Official Statement" andStatement to be final as of its date, with such changes as are accepted by except for either revision or addition of the Underwriter, being herein called the "Official Statement"offering price(s), has been delivered interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing, as required by and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (the “Rule”). The Preliminary Official Statement prepared on behalf of the School District for use by the Underwriter in connection with the Bondspublic offering, sale and distribution of the Bonds has been determined to be “substantially final,” as defined under the Rule. The City also agrees to deliver to School District hereby authorizes the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies preparation of the a final Official Statement as respecting the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) Bonds following the execution hereof (the “RuleOfficial Statement”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City School District hereby authorizes the use of copies of thereof by the Preliminary Official Statement and the Official Statement Underwriter in connection with the public offering and sale of the Bonds. The School District shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the School District’s acceptance of this Agreement (but, in any event, not later than seven business days after the execution hereof, and in sufficient time to accompany any confirmation of a sale of Bonds) copies of the Official Statement, which is complete as of the date of its delivery to the Underwriter, in such reasonable quantities as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Underwriter agrees that prior to promptly file the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the final Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. During the period ending on the 25th day after the End of the Underwriting Period (as defined below) (or such other period as may be agreed to by the School District and the Underwriter), the School District (i) shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter and (ii) shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the School District, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, including any supplements prepared the School District shall prepare and furnish to the Underwriter, at the School District’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the CitySchool District and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing, the School District also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement. The Underwriter hereby agrees to file the Official Statement with a the MSRB or any nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable repository designated by the Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing Commission. For purposes of this Purchase Agreement, the offering, sale and delivery “End of the Bonds to Underwriting Period” is used as defined in the ultimate purchasers thereof. In connection with Rule and shall occur on the issuance later of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”a) dated the date of issuance Closing or (b) when the Underwriter no longer retains an unsold balance of the Series D Bonds. In addition, and also to assist ; unless otherwise advised in writing by the Underwriter in complying with on or prior to the RuleClosing Date, or otherwise agreed to by the School District, the City shall cause one or more property owners in Underwriter and the School District (collectively, may assume that the “Developers”) to execute Continuing Disclosure Certificates (collectively, End of the “Developer Continuing Disclosure Certificates”) dated Underwriting Period is the Closing Date (as defined below)Date.

Official Statement. A The Authority hereby ratifies, approves and confirms the distribution by the Underwriters of the Preliminary Official Statement, dated August _______, 2007 2004 (including together with the cover page and all appendices, exhibits and statements thereon or attached Appendices thereto, being herein called any documents incorporated therein by reference, and any supplements or amendments thereto, the "“Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"”), has been delivered to the Underwriter in connection with the Bonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the BondsBonds prior to the availability of the Official Statement. The Underwriter agrees to promptly file a copy Authority represents and warrants that the Preliminary Official Statement was deemed final by the Authority as of the date of the Preliminary Official Statement for purposes of Rule 15c2‑12 of the Securities and Exchange Commission (“Rule 15c2‑12”), except for those matters permitted by Rule 15c2‑12 to be omitted therefrom, including maturity amounts, interest rates, bond insurance, ratings, underwriters’ discount and related terms. The Authority shall deliver or cause to be delivered to the Representative, within seven (7) Business Days after acceptance hereof, a final official statement (together with any appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Official Statement, including any supplements prepared ”) approved for distribution by the City, with Authority. The Official Statement shall contain all information previously permitted to be omitted by Rule 15c2‑12 and any other changes from the Preliminary Official Statement as shall have been approved by the Representative. The Authority shall deliver sufficient copies of the Official Statement to enable the Representative to distribute a single copy to any potential customer of the Underwriters requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on a date referred to herein as the “End Date,” which is the date when the Official Statement becomes available from a nationally recognized municipal securities information repositoryrepository (“NRMSIR”), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing but in no event less than 25 days after the offering, sale and delivery end of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date underwriting period (as defined belowin Rule 15c2‑12). The Authority shall deliver these copies to the Representative within seven (7) Business Days after the execution of this Purchase Contract. The Representative agrees to file a copy of the Official Statement with a NRMSIR. On the Closing Date, the Authority may assume that the end of the underwriting period has occurred unless otherwise informed by the Representative. In any event, the Representative shall promptly notify the Authority of the end of the underwriting period.

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated , 2019, relating to the Bonds (the “Preliminary Official Statement”). The City Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of the Preliminary The Official Statement and the Official Statement in connection with the offering and sale of the Bondsshall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repositoryrepository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at xxx.xxxx.xxxx.xxx), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated , 2018, relating to the Bonds (the “Preliminary Official Statement”). The City Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of the Preliminary The Official Statement and the Official Statement in connection with the offering and sale of the Bondsshall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repositoryrepository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at xxx.xxxx.xxxx.xxx), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A Preliminary Official Statement, dated August , 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), The Issuer has been delivered to the Underwriter in connection with the Bonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes duly authorized the use of copies and distribution, in accordance with applicable law, of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the offering and sale of the Bonds. As of its date, the Preliminary Official Statement was “deemed final” (except for permitted omissions) by the Issuer for purposes of SEC Rule 15c2-12(b)(1). The Underwriter agrees to promptly file a copy of Issuer will complete the final Official Statement for purposes of SEC Rule 15c2‑12(b)(3) and (4), and will within seven business days after the date of this Agreement furnish to the Underwriter sufficient copies of the Official Statement, including any supplements prepared one of which will be signed on behalf of the Issuer. The Issuer authorizes the Underwriter to use and distribute the final Official Statement in connection with the Underwriter’s delivery and distribution of the Bonds. During the period ending on the 25th day after the End of the Underwriting Period (or such other period as may be agreed to by the CityIssuer and the Underwriter), the Issuer shall notify the Underwriter if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the judgment of the Underwriter or the Issuer, any such event requires that the Official Statement be amended or supplemented, the Issuer and the Underwriter will cooperate in the preparation of either amendments of or supplements to the Official Statement in form and substance mutually agreed upon by the Issuer and the Underwriter so that the Official Statement as so amended or supplemented will not, in light of the circumstances when the Official Statement as so amended or supplemented is delivered to any purchaser or potential customer, be misleading. For purposes of this Agreement, the “End of the Underwriting Period” is used as defined in the Rule and shall occur on the later of (i) the Closing Date or (ii) when the Underwriter no longer retains an unsold balance of the Bonds; provided that, unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the Issuer and the Underwriter, the Issuer may assume that the End of the Underwriting Period is the Closing Date. Blue Sky Qualification. The Issuer will cooperate with a nationally recognized municipal the Underwriter for the purpose if the Underwriter decides to qualify the Bonds under the securities information repositorylaws of any jurisdiction, and will furnish the Underwriter with such information, execute such instruments, and take such other action as shall be necessary in the reasonable judgment of the Underwriter to take any effect registration or confirmation of exemption from registration of the Bonds under those laws. However, the Issuer does not consent and all other actions necessary shall not be required with respect to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, offer or sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance consent to suit or consent to general service of the Bonds, and process in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below)any jurisdiction.

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriters promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Representative, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriters for such purpose, prior to the date hereof, of the Preliminary Official Statement dated _____________, 2017, relating to the Bonds (the “Preliminary Official Statement”). The City Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the UnderwriterUnderwriters, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter Underwriters shall specify, as many copies of the Official Statement as the Underwriter Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies The Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriters agree to deliver or cause to be delivered to each purchaser of the Preliminary Official Statement and Bonds from it, upon request, a copy of the Official Statement in connection with Statement, for the offering and sale of the Bondstime period required under Rule 15c2-12. The Underwriter agrees Underwriters also agree to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency and delivered to the Underwriters, with a nationally recognized municipal securities information repositoryrepository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at xxx.xxxx.xxxx.xxx), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A Upon the Authority’s and the City’s acceptance of this offer, the Authority and the City shall be deemed to have ratified, approved and confirmed the Preliminary Official Statement, dated August , 2007 2013 (including the cover page and all appendices, exhibits and statements thereon or attached together with any appendices thereto, being herein called any documents incorporated therein by reference and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement" and, ”) with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered respect to the Underwriter Bonds, in connection with the Bondspublic offering and sale of the Bonds by the Underwriter. The City also agrees to Authority shall deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as to the Underwriter shall reasonably request (a) in “designated electronic format” (as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with defined in Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board) and (b) in printed form in such quantities as the Underwriter shall reasonably request, dated the date hereof, substantially in the form of the Preliminary Official Statement, with only such changes as shall have been accepted by the Underwriter (said document, including its cover page, inside cover page and appendices, as the same may be amended and supplemented in accordance with this Bond Purchase Contract and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Official Statement”), approved for distribution pursuant to the Authority Resolution and the City Resolution. The City agrees Authority shall, as soon as practicable, but not later than seven (7) business days from the date hereof, deliver to deliver the Underwriter such copies of the Official Statement within and, in the event the date of Closing is less than seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies upon request of the Preliminary Official Statement Underwriter, in sufficient time to accompany any confirmation requesting payment from any customers of any Underwriter and not later than three (3) business days prior to Closing; provided, however, that the Official Statement in connection with the offering and sale failure of the Bonds. The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary Authority to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery this requirement due to any circumstance outside of the Bonds to the ultimate purchasers thereof. In connection with the issuance control of the Bonds, and in order to assist Authority shall not constitute cause for a failure of or refusal by the Underwriter in complying with the Ruleto accept delivery of, or pay for, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).

Official Statement. A The Issuer has caused to be prepared a Preliminary Official Statement dated , 2017 (such Preliminary Official Statement, dated August , 2007 (including the cover page page, the summary statement and all appendices, exhibits exhibits, as and statements thereon included therein or attached thereto and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein referred to as the “Preliminary Official Statement”), which, pursuant to the Bond Resolution, the Issuer has authorized to be circulated, and the Issuer consents, approves and ratifies the use of the Preliminary Official Statement by the Underwriter prior to the date hereof in connection with the offering of the Bonds. The Issuer hereby authorizes and approves the use and distribution by the Underwriter of an Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, including the Appendices thereto, with only such changes therein or modifications thereof (including, without limitation, any changes in or modifications of any of the appendices, exhibits, reports or statements included therein or attached thereto) as shall have been accepted and approved by the Underwriter, which Official Statement shall have been approved by the Issuer pursuant to the Bond Resolution and executed on behalf of the Issuer by the Secretary of the Governing Authority (such Official Statement, including the cover page, the summary statement and all appendices, exhibits, reports and statements included therein or attached thereto, all information incorporated therein by reference, and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein called the "Preliminary “Official Statement" and, with such changes as are accepted by ”). The Issuer hereby consents to the Underwriter, being herein called use of copies of the "Official Statement"), has been delivered to the Underwriter Bond Resolution and other pertinent documents in connection with the offering and sale of the Bonds. The City also Issuer agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission Rule 15c2-12(b)(5) under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City Issuer agrees to deliver such copies of the Official Statement Statements within seven (7) business days after the date hereof. By acceptance execution of this Bond Purchase ContractAgreement or prior to the Closing Date (as hereinafter defined), the City hereby authorizes the use of copies whichever comes first. The Issuer by its approval of the Preliminary Official Statement execution and the Official Statement in connection delivery of this Bond Purchase Agreement, covenants with the offering and sale Underwriter that, if at any time prior to the earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer required to be delivered under the Rule or (ii) the expiration of twenty-five (25) days from the “End of the Bonds. The Underwriting Period” (as defined in Section 8) or other such period of time necessary to enable the Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offeringRule, sale and delivery of any event occurs affecting the Bonds to Issuer or the ultimate purchasers thereof. In transactions contemplated in connection with the issuance of the Bonds, and Bonds which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to assist make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter in complying writing, and if, in the opinion of the Underwriter, such event requires an amendment or supplement to the Official Statement, the Issuer promptly will amend or supplement, or cause to be amended or supplemented, the Official Statement in a form and in a manner approved by the Underwriter and consented to by the Issuer so that the Official Statement, under such caption, 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 existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of, and during the period of time provided by this paragraph, the Issuer will furnish such information as the Underwriter may from time to time reasonably request. The Issuer has delivered a “deemed final” certificate to the Underwriter, dated the date of the Preliminary Official Statement, to evidence compliance with the Rule, Rule to the Citydate hereof. The Secretary of the Governing Authority, on behalf of itself the Issuer, covenants and the District, will agrees to execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated constituting an undertaking by the Issuer to provide ongoing disclosure about the Issuer for the benefit of the bondholders on or before the date of issuance delivery of the Bonds. In addition, and also to assist the Underwriter in complying with Bonds as required by Section (b)(5)(i) of the Rule, the City shall cause one or more property owners in the District form set forth in Appendix G to the Preliminary Official Statement, which such changes as may be agreed to by the Underwriter. The Issuer hereby represents that it has filed on a timely basis all annual filings and all event filings required to be filed by the Issuer pursuant to each continuing disclosure undertaking under the Rule to which it is a party. The Issuer hereby agrees to enter into the Tax Compliance Certificate in the form required by Bond Counsel (collectively, the “DevelopersTax Certificate”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated on the Closing Date (as defined below)Date.

Official Statement. A The Issuer has caused to be prepared a Preliminary Official Statement dated August 21, 2017 (such Preliminary Official Statement, dated August , 2007 (including the cover page page, the summary statement and all appendices, exhibits exhibits, as and statements thereon included therein or attached thereto and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein referred to as the “Preliminary Official Statement”), which, pursuant to the Bond Resolution, the Issuer has authorized to be circulated, and the Issuer consents, approves and ratifies the use of the Preliminary Official Statement by the Underwriter prior to the date hereof in connection with the offering of the Bonds. The Issuer hereby authorizes and approves the use and distribution by the Underwriter of an Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, including the Appendices thereto, with only such changes therein or modifications thereof (including, without limitation, any changes in or modifications of any of the appendices, exhibits, reports or statements included therein or attached thereto) as shall have been accepted and approved by the Underwriter, which Official Statement shall have been approved by the Issuer pursuant to the Bond Resolution and executed on behalf of the Issuer by the Secretary of the Governing Authority (such Official Statement, including the cover page, the summary statement and all appendices, exhibits, reports and statements included therein or attached thereto, all information incorporated therein by reference, and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein called the "Preliminary “Official Statement" and, with such changes as are accepted by ”). The Issuer hereby consents to the Underwriter, being herein called use of copies of the "Official Statement"), has been delivered to the Underwriter Bond Resolution and other pertinent documents in connection with the offering and sale of the Bonds. The City also Issuer agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission Rule 15c2-12(b)(5) under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City Issuer agrees to deliver such copies of the Official Statement Statements within seven (7) business days after the date hereof. By acceptance execution of this Bond Purchase ContractAgreement or prior to the Closing Date (as hereinafter defined), the City hereby authorizes the use of copies whichever comes first. The Issuer by its approval of the Preliminary Official Statement execution and the Official Statement in connection delivery of this Bond Purchase Agreement, covenants with the offering and sale Underwriter that, if at any time prior to the earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer required to be delivered under the Rule or (ii) the expiration of twenty-five (25) days from the “End of the Bonds. The Underwriting Period” (as defined in Section 8) or other such period of time necessary to enable the Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offeringRule, sale and delivery of any event occurs affecting the Bonds to Issuer or the ultimate purchasers thereof. In transactions contemplated in connection with the issuance of the Bonds, and Bonds which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to assist make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter in complying writing, and if, in the opinion of the Underwriter, such event requires an amendment or supplement to the Official Statement, the Issuer promptly will amend or supplement, or cause to be amended or supplemented, the Official Statement in a form and in a manner approved by the Underwriter and consented to by the Issuer so that the Official Statement, under such caption, 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 existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of, and during the period of time provided by this paragraph, the Issuer will furnish such information as the Underwriter may from time to time reasonably request. The Issuer has delivered a “deemed final” certificate to the Underwriter, dated the date of the Preliminary Official Statement, to evidence compliance with the Rule, Rule to the Citydate hereof. The Secretary of the Governing Authority, on behalf of itself the Issuer, covenants and the District, will agrees to execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated constituting an undertaking by the Issuer to provide ongoing disclosure about the Issuer for the benefit of the bondholders on or before the date of issuance delivery of the Bonds. In addition, and also to assist the Underwriter in complying with Bonds as required by Section (b)(5)(i) of the Rule, the City shall cause one or more property owners in the District form set forth in Appendix G to the Preliminary Official Statement, which such changes as may be agreed to by the Underwriter. The Issuer hereby represents that it has filed on a timely basis all annual filings and all event filings required to be filed by the Issuer pursuant to each continuing disclosure undertaking under the Rule to which it is a party. The Issuer hereby agrees to enter into the Tax Compliance Certificate in the form required by Bond Counsel (collectively, the “DevelopersTax Certificate”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated on the Closing Date (as defined below)Date.

Official Statement. A The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, dated , 2017 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its date, dated August except for either revisions or additions to the offering price(s), 2007 (including interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the cover page Bonds which depend upon the foregoing as provided in and all appendicespursuant to the Rule. By the execution of this Bond Purchase Agreement, exhibits and statements thereon or attached thereto, being herein called the "District ratifies the use by the Underwriter of the Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter in connection with the Bonds. The City also District hereby agrees to deliver or cause to be delivered to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance , copies of this Bond Purchase Contractthe Official Statement, the City hereby authorizes the use of copies consisting of the Preliminary Official Statement with such changes as may be made with the approval of the District and the Underwriter (the “Official Statement”), in such reasonable quantity as the Underwriter shall request. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement in connection with respect to the offering Bonds, and sale agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection Statement with the issuance of MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will notify the Bondsother party hereto if, and in order to assist within the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated period from the date of issuance this Bond Purchase Agreement to and including the date which is 25 days following the End of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date Underwriting Period (as defined belowhereinafter defined)., such party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to

Official Statement. A Preliminary Official Statement, dated August , 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), The Issuer has been delivered to the Underwriter in connection with the Bonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes duly authorized the use of copies and distribution, in accordance with applicable law, of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the offering and sale of the Bonds. As of its date, the Preliminary Official Statement was “deemed final” (except for permitted omissions) by the Issuer for purposes of SEC Rule 15c2-12(b)(1). The Underwriter agrees to promptly file a copy of Issuer will complete the final Official Statement for purposes of SEC Rule 15c2-12(b)(3) and (4), and will within seven business days after the date of this Agreement furnish to the Underwriter sufficient copies of the Official Statement, including any supplements prepared by the City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery one of which will be signed on behalf of the Bonds Issuer. The Issuer authorizes the Underwriter to use and distribute the ultimate purchasers thereof. In final Official Statement in connection with the issuance of the Bonds, Underwriter’s delivery and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance distribution of the Bonds. In additionDuring the period ending on the 25th day after the End of the Underwriting Period (or such other period as may be agreed to by the Issuer and the Underwriter), and also to assist the Issuer shall notify the Underwriter if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in complying with the Rulelight of the circumstances under which they were made, not misleading. If, in the judgment of the Underwriter or the Issuer, any such event requires that the Official Statement be amended or supplemented, the City shall cause one or more property owners Issuer and the Underwriter will cooperate in the District (collectivelypreparation of either amendments of or supplements to the Official Statement in form and substance mutually agreed upon by the Issuer and the Underwriter so that the Official Statement as so amended or supplemented will not, in light of the circumstances when the Official Statement as so amended or supplemented is delivered to any purchaser or potential customer, be misleading. For purposes of this Agreement, the “Developers”End of the Underwriting Period” is used as defined in the Rule and shall occur on the later of (i) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date or (as defined below)ii) when the Underwriter no longer retains an unsold balance of the Bonds; provided that, unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the Issuer and the Underwriter, the Issuer may assume that the End of the Underwriting Period is the Closing Date.

Official Statement. A Preliminary The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the “Official Statement”). The Successor Agency authorizes the Official Statement, dated August , 2007 (including the cover page and all appendicesAppendices thereto and the information contained therein, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement" and, with such changes as are accepted by the Underwriter, being herein called the "Official Statement"), has been delivered to the Underwriter be used in connection with the Bondssale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated , 2019 relating to the Bonds (the “Preliminary Official Statement”). The City Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the CitySuccessor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and 15c2- 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The City Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of The Official Statement shall contain all information previously permitted to be omitted from the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bondsby Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the CitySuccessor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repositoryrepository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at xxx.xxxx.xxxx.xxx), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City, on behalf of itself and the District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds. In addition, and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as defined below).