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ATTACHMENT 5 DRAFT 1-27-17 $7,400,000 Pleasanton Joint Powers Financing Authority Water Revenue Bonds, Series 2017 PURCHASE CONTRACT , 2017 Pleasanton Joint Powers Financing Authority 123 Main Street, P 0 Box 520 Pleasanton, CA 94566 City of Pleasanton 123 Main St , P 0 Box 520 Pleasanton, CA 94566 Attention Finance Director Ladies and Gentlemen The undersigned, JPMorgan Chase Bank, N A (the "Purchaser") offers to enter into this Purchase Contract (the "Purchase Contract") with the Pleasanton Joint Powers Financing Authority (the "Issuer") and City of Pleasanton (the "City"), which, upon your acceptance hereof, will be binding upon the Issuer, the City and the Purchaser This offer is made subject to the written acceptance of this Purchase Contract by the Issuer and delivery of such acceptance to us at or prior to 11 59 p m , California time, on the date hereof Capitalized terms used herein and not otherwise defined shall have the meaning as defined in the Trust Agreement (as defined below) Inasmuch as the purchase and sale of the Bonds (defined below) represents a negotiated transaction, each of the City and the Issuer understands, and hereby confirms, that the Purchaser is not acting as a fiduciary of the City or the Issuer, but rather is acting solely in its capacity as Purchaser, for its own account Each of the City and the Issuer acknowledges and agrees that (i) the transaction contemplated herein, in the Trust Agreement and in the Agreement is an arm's length commercial transaction among the City, the Issuer and the Purchaser and its affiliates, (ii) in connection with such transaction, the Purchaser and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a"Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), (iii) the Purchaser and its affiliates are relying on the bank exemption in the Municipal Advisor Rules, (iv) the Purchaser and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the City or the Issuer with respect to the transaction contemplated hereby and the 1 2763992 2