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2 <br />4887-1989-4478v4/200356-0620 <br />purpose, all (but not less than all) of the $____________ aggregate principal amount of the City of <br />Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2024 (the <br />“Bonds”). The purchase price of the Bonds shall be $________________ (representing the par <br />amount of the Bonds, plus original issue premium of $_______________, and less an Underwriter’s <br />discount of $____________). The Preliminary Official Statement with respect to the Bonds, dated <br />August ____, 2024 (the “Preliminary Official Statement”), as amended to conform to the terms of <br />this Purchase Agreement, and dated the date hereof, and with such changes and amendments as are <br />mutually agreed to by the Authority, the City and the Underwriter, including the cover page, the <br />appendices, and all information incorporated therein by reference, is herein collectively referred to as <br />the “Official Statement.” The Authority and the City represent that they have deemed the <br />Preliminary Official Statement to be final as of its date, except for either revision or addition of the <br />offering price(s), yield(s) to maturity, selling compensation, aggregate denominational amount and <br />maturity value, denominational amount and maturity value per maturity, delivery date, rating(s), and <br />other terms of the Bonds that depend upon the foregoing as provided in and pursuant to Rule 15c2-12 <br />of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended <br />(the “Rule”), by delivering a certificate to the Underwriter substantially in the form of Exhibit B <br />attached hereto. <br />2. The Bonds shall mature on the dates and in the amounts, and will bear interest at the <br />rates, set forth in Exhibit A attached hereto and as further described in the Official Statement. The <br />Bonds shall be issued under and pursuant to the Indenture of Trust, dated as of September 1, 2024 <br />(the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association <br />(“U.S. Bank”), as trustee. Capitalized terms used herein without definition shall have the meanings <br />given to such terms in the Indenture. <br />The Bonds are being issued to provide funds (i) to refund in full the Authority’s Water <br />Revenue Refunding Bonds, Series 2013 (the “Refunded Bonds”) and a related installment payment <br />obligation of the City, and (ii) to pay certain costs of issuance of the Bonds. <br />3. Public Offering and Establishment of Issue Price. <br />(a) The Underwriter agrees to make a bona fide public offering of the Bonds at <br />the initial public offering price or prices set forth on the inside cover page of the Official Statement <br />and in Exhibit A attached hereto and subject to Sections 3(c) and 3(d) hereof, the Underwriter <br />reserves the right to change such initial public offering prices as the Underwriter deems necessary or <br />desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds <br />to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices <br />lower than the initial offering prices set forth in the Official Statement. A “bona fide public <br />offering” shall include an offering to institutional investors or registered investment companies, <br />regardless of the number of such investors to which the Bonds are sold. <br />(b) The Underwriter agrees to assist the Authority in establishing the issue price <br />of the Bonds and shall execute and deliver to the Authority at Closing (defined below) an “issue <br />price” or similar certificate, together with copies of supporting pricing wires or equivalent <br />communications, substantially in the form attached hereto as Exhibit C, with such modifications as <br />may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and <br />Bond Counsel (as defined herein) to accurately reflect, as applicable, the sales price or prices or the <br />initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority <br />under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by <br />8.A. - Page 213 of 255 <br />841