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discussions, undertakings and procedures leading thereto (whether or not the Purchaser, or any
<br /> affiliate of the Purchaser, has provided other services or advised, or is currently providing other
<br /> services or advising the City or the Issuer on other matters), (v) the Purchaser and its affiliates
<br /> have financial and other interests that differ from those of the City or the Issuer, and (vi) each of
<br /> the City and the Issuer has consulted with its own financial, legal, accounting, tax and other
<br /> advisors, as applicable, to the extent it deemed appropriate
<br /> 1. Purchase and Sale of the Bonds Upon the terms and conditions and in reliance
<br /> upon the representations, warranties and agreements herein set forth, the Purchaser hereby agrees
<br /> to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, all (but not less
<br /> than all) of$7,400,000 aggregate principal amount of Pleasanton Joint Powers Financing
<br /> Authority Water Revenue Bonds, Series 2017 (the "Bonds") The Bonds shall bear interest at
<br /> the rates, shall mature in the years, and shall be subject to redemption as shown on Appendix A
<br /> hereto, which is incorporated herein by this reference The Bonds shall be dated the date of
<br /> delivery thereof(the "Date of Delivery") and shall be payable as to interest on each February 1
<br /> and August 1, commencing August 1, 2017, in one combined bond instrument The Purchaser
<br /> shall purchase the Bonds at a price of$7,400,000 (which is equal to the principal amount of the
<br /> Bonds)
<br /> 2. The Bonds. The Bonds are authorized to be issued pursuant to the provisions of
<br /> pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
<br /> California (the "Bond Law") The Bonds will be issued pursuant to a Trust Agreement dated as
<br /> of February 1, 2017 (the "Trust Agreement") relating to the Bonds, executed by and between the
<br /> Issuer and the Finance Director of the City of Pleasanton, as trustee (the "Trustee"), and an
<br /> Installment Sale Agreement dated as of February 1, 2017 (the "Installment Sale Agreement") by
<br /> and between the Issuer and the City of Pleasanton (the "City") The issuance of the Bonds and
<br /> the execution and delivery of the Trust Agreement and the Installment Sale Agreement were
<br /> approved by resolutions adopted by the Board of the Issuer (the "Issuer Board") on February 7,
<br /> 2017 (the "Issuer Resolution") and the City February 7, 2017 (the "City Resolution" and
<br /> collectively, the "Resolutions")
<br /> The Bonds are being issued to pay certain costs of the recycled water infrastructure
<br /> expansion project of the City and to pay the costs associated with the issuance of the Bonds The
<br /> Bonds, the Trust Agreement, the Installment Sale Agreement and this Purchase Contract are
<br /> sometimes referred to herein as the "Bond Documents "
<br /> The Bonds shall be executed and delivered under and in accordance with the provisions
<br /> of the Trust Agreement The Bonds shall be issued as bonds registered as to both principal and
<br /> interest and shall be initially registered in the name of the Purchaser (rather than the Depository
<br /> Trust Company ("DTC") or a nominee thereof) The book-entry only system of DTC shall not
<br /> be initially employed with respect to the Bonds The Bonds shall not initially bear CUSIP
<br /> numbers
<br /> 3. Closing. At , California Time, on , 2017, or at such
<br /> other time or on such other date as shall have been mutually agreed upon by you and us (the
<br /> "Closing"), you will deliver to us, at such place as we may mutually agree upon, the Bonds in
<br /> fully registered form, duly executed and authenticated, and at the offices of Meyers, Nave,
<br /> 2763992 2
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