5. Purchase Contract — Anaheim City Council, August 12, 2025

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PURCHASE CONTRACT
___________________________
______, 2025
Anaheim Housing and Public Improvements Authority
200 South Anaheim Boulevard
Anaheim, California 92805
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Ladies and Gentlemen:

The undersigned, J.P. Morgan Securities LLC, as representative (the “Representative”) of itself, ___________ and ___________, as underwriters (collectively, the “Underwriters”), hereby offers to enter into this Purchase Contract (the “Purchase Contract”) with the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”), which, upon the acceptance of this offer by the Authority and the City, will be binding upon the Authority, the City and the Underwriters. This offer is made subject to written acceptance by the Authority and the City prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriters upon notice delivered to the Authority and the City at any time prior to acceptance by the Authority and the City. Upon acceptance, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the City and the Underwriters. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Official Statement (as defined herein). The Representative has been duly authorized to execute this Purchase Contract and to take any action hereunder by and on behalf of the Underwriters.

1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase and the Authority agrees to sell and deliver to the Underwriters all (but not less than all) of the $___________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 202 5- A ( Electric Utility Distribution System Improvements ) (the “2025-A Bonds”), and $ ___________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding) (the “2025-B Bonds” and, together with the 2025-A Bonds, the “Bonds”). The Bonds shall be dated the date of delivery thereof and shall mature on such dates and shall bear interest at such rates set forth in Schedule I attached hereto. Interest on the

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Bonds shall be payable semiannually on April 1 and October 1 of each year, commencing October 1, 2025. The purchase price for the 2025-A Bonds shall be $__________ (consisting of the aggregate principal amount of the 2025-A Bonds [plus/less] $__________ of [net] original issue [premium/discount], less $___________ of Underwriters’ discount). The purchase price for the 2025- B Bonds shall be $ __________ (consisting of the aggregate principal amount of the 2025-B Bonds [plus/less] $__________ of [net] original issue [premium/discount], less $___________ of Underwriters’ discount).
(b) The Bonds shall be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the “Bond Law”), and an Indenture of Trust, dated as of August 1, 2025 (the “Trust Indenture”), by and among the Authority, the City and U.S.

Bank Trust Company, National Association , as trustee (the “Trustee”), substantially in the form previously submitted to the Representative with only such changes therein as shall be agreed upon by the Authority, the City and the Representative.

The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Trust Indenture. The Bonds shall be secured by a pledge, charge and lien upon Project Revenues which consist primarily of purchase payments (the “ 2025 Purchase Payments”) to be made by the City to the Authority pursuant to an Installment Purchase Agreement, dated as of August 1, 2025 (the “Installment Purchase Agreement”), by and between the City and the Authority. The Bonds shall be subject to redemption as set forth in Schedule I attached hereto.

The 2025-A Bonds are being issued to (i) finance the acquisition of certain improvements to the City’s electric system (the “Electric System”); and (ii) pay costs of issuance of the 2025 -A Bonds. The 2025 -B Bonds are being issued to (i) together with certain other available moneys, refund all or a portion of the outstanding California Municipal Finance Authority Revenue Bonds, Series 2015-B (City of Anaheim Electric Utility Distribution System Refunding and Improvements) (the “Refunded CMFA 2015-B Bonds”), the Authority’s outstanding Revenue Bonds, Series 2020 -A (Electric Utility Distribution System Improvements) (the “Refunded 2020 -A Bonds”) , the Authority’s outstanding Revenue Refunding Bonds, Series 2020 -B (Electric Utility Distribution System Refunding) (Taxable) (the “Refunded 2020 -B Bonds”), and the Authority’s outstanding Revenue Refunding Bonds, Series 2020 -C (Electric Utility Distribution System Refunding) (the “Refunded 2020 -C Bonds”); and (ii) pay costs of issuance of the 2025 -B Bonds. The Refunded CMFA 2015-B Bonds, the Refunded 2020 -A Bonds, the Refunded 2020 -B Bonds and the Refunded 2020-C Bonds are referred to herein as the “Refunded Bonds.” The City will undertake, pursuant to a Continuing Disclosure Agreement relating to the Bonds (the “Continuing Disclosure Agreement”), to provide certain annual financial information and operating data relating to the Public Utilities Department and the Electric System and notices of the occurrence of certain events. A description of this undertaking and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official Statement (as defined herein).

The City will effect the refunding of the Refunded CMFA 2015 -B Bonds, the Refunded 2020-A Bonds, the Refunded 2020-B Bonds and the Refunded 2020-C Bonds by causing a portion of the proceeds of the 2025-B Bonds, together with certain other available moneys, to be deposited into separate escrow funds for the Refunded CMFA 2015 -B Bonds, the Refunded 2020 -A Bonds, the Refunded 2020 -B Bonds and the Refunded 2020 -C Bonds created under separate Escrow

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Agreements, each dated as of August 1, 2025, each between the City and U.S. Bank Trust Company, National Association, as escrow agent. The e scrow agreement described above are referred to collectively herein as the “Escrow Agreements
The Trust Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreement s and this Purchase Contract are herein referred to as the “Financing Documents.”
(c) At 8:00 o’clock A.M., California time, on _____, 2025, or at such other time or on such other date as mutually agreed upon by the Authority and the Representative (such time and date herein referred to as the “Closing Date”), the Authority will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered, the Bonds to the Underwriters, in definitive form, duly executed and authenticated, together with the other documents mentioned herein, and subject to the terms and conditions hereof, the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in subparagraph (a) above in immediately available funds (such delivery and payment being herein referred to as the “Closing”) to the order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Norton Rose Fulbright US LLP (“Bond Counsel”), 555 South Flower Street, 41st Floor, Los Angeles, California, or such other place as shall have been mutually agreed upon by the Authority and the Representative, except that the Bonds shall be delivered through the Trustee via the F.A.S.T. delivery book -entry system of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority and the Representative, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co. as nominee of DTC.

2. Offering; Determination of Issue Price.
(a) The Underwriters agree to make a bona fide public offering of all of the Bonds at prices not in excess of the initial public offering prices or at yields not lower than the initial public offering yields set forth in the Official Statement. Except as set forth in subsection (d) below, the Underwriters reserve the right to change such initial offering prices or yields from time to time after such offering as they shall deem necessary in connection with the marketing of the Bonds. (b) The Representative agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (c) Except for the Hold -the-Price Maturities described in subsection (d) below and Schedule I attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. Schedule I attached hereto sets forth, as of the date of this Purchase Contract, the maturities of the Bonds for which the 10% test has been satisfied (the “10% Test Maturities”) and the price or prices at which the underwriters have sold such 10% Test Maturities to the public. (d) With respect to the maturities of the Bonds that are not 10% Test Maturities, as described in Schedule I attached hereto (the “Hold -the-Price Maturities”), the Representative

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confirms that the Underwriters have offered such maturities of the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto. The City and the Representative agree that the restrictions set forth in the next sentence shall apply to the Hold -the- Price Maturities, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold -the-offering-price rule”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell any portion of such maturity of the Hold -the-Price Maturities to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Hold -the-Price Maturities to the public at a price that is no higher than the initial offering price to the public.

The Representative shall promptly advise the City when the Underwriters have sold 10% of that maturity of the Hold -the-Price Maturities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(e) The City acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in the third - party distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds.
(f) The Representative confirms that:

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(i) any agreement among underwriters, any selling group agreement and each third party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third party distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold -the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a third party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (g) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(1) “maturity” means Bonds with the same credit and payment terms; Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities, (2) “public” means any person other than an underwriter or a related party,
(3) “underwriter” (when used with a lower case “u”) means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public),
(4) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common o wnership of the value of the outstanding

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stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(5) “sale date” means the date of execution of this Purchase Contract by all parties.

3. Use and Preparation of Official Statement . The Authority and the City hereby ratify, confirm and approve of the use and distribution by the Underwriters prior to the date hereof of an official statement in preliminary form dated _____, 2025 relating to the Bonds (which, together with all appendices thereto, is referred to herein as the “Preliminary Official Statement”). The Authority and the City have deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2 -12”), except for information permitted to be omitted therefrom by Rule 15c2 -12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriters, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the final official statement, dated the date hereof (which, together with all information previously permitted to have been omitted by Rule 15c2 -12 and any amendments or supplements to such official statement as have been approved by the Authority, the City and the Underwriters is referred to herein as the “Official Statement”) in sufficient quantity to enable the Underwriters to comply with the rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The Authority and the City hereby approve of the use and distribution by the Underwriters of the Official Statement in connection with the offer and sale of the Bonds. At the time of or prior to the Closing Date, the Representative shall file a copy of the Official Statement in printed or electronic form with, and as permitted by, the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System. The Representative shall advise the Authority and the City of the date of such filing.

4. Representations, Warranties and Agreements of the Authority . The Authority hereby represents, warrants and agrees with the Underwriters as follows:
(a) The Authority is, and will be on the Closing Date, a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to issue the Bonds pursuant to the Act, to execute and deliver the Official Statement and to enter into the Installment Purchase Agreement, the Trust Indenture and this Purchase Contract (collectively, the “Authority Documents”) and, when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority in accordance with their respective terms. (b) By all necessary official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the Authority Documents. (c) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable

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judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the issuance of the Bonds and the execution and delivery of the Official Statement and the Authority Documents and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Indenture or the Installment Purchase Agreement.
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the Authority after reasonable investigation, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the Authority, the validity or enforceability of the Bonds or the Authority Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations in connection with the issuance of the Bonds under the Trust Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained.
(f) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and wil l use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority

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be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject.
(g) As of its date and the date hereof, the Preliminary Official Statement (excluding information concerning DTC, Cede & Co., and the book -entry system (collectively, the “Excluded Information”), as to which no representation is made) did not, except as to the information permitted to be omitted by Rule 15c2 -12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding the Excluded Information, as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(i) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriters, and, if in the opinion of the Authority, the Representative or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will forthwith prepare and furnish to the Underwriters (at the expense of the Authority, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Representative) which will amend or supplement the Official Statement so that it will not contain an 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 prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriters may from time to time reasonably request. (j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (other than the Excluded Information) will not contain any untrue statement of a material fact or 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. (k) After the Closing Date, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Representative shall reasonably object in writing.

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(l) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the Closing Date unless the Authority shall have been notified in writing to the contrary by the Representative on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2 -12; provided, however, that the Authority may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Representative stating the date which is the End of the Underwriting Period. (m) The Authority will apply, or cause the application of, the proceeds of the Bonds in accordance with the Installment Purchase Agreement , the Trust Indenture and the Escrow Agreements.
(n) Any certificate signed by any authorized official of the Authority, and delivered to the Underwriter s in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the Authority to the Underwriters as to the statements made therein.

5. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriters as follows:
(a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Installment Purchase Agreement, the Trust Indenture, the Continuing Disclosure Agreement, the Escrow Agreement s and this Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.
(b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the issuance of the Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrum ent to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment,

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decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Indenture, the Installment Purchase Agreement or the Escrow Agreements. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against, the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the City, the validity or enforceability of the Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents.
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Bonds under the Trust Indenture have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.
(f) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject.
(g) As of its date and the date hereof, the Preliminary Official Statement (excluding the Excluded Information, as to which no representation is made) did not, except as to the information permitted to be omitted by Rule 15c2 -12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding the Excluded Information as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to

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state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(i) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will notify the Underwriters, and, if in the opinion of the City, the Representative or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriters (at the expense of the City, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Representative) which will amend or supplement the Official Statement so that it will not contain an 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 prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the City will furnish such information with respect to itself as the Underwriters may from time to time reasonably request.
(j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (other than the Excluded Information) will not contain any untrue statement of a material fact or 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. (k) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Representative shall reasonably object in writing.
(l) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Representative on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Representative stating the date which is the End of the Underwriting Period.
(m) The City will apply, or cause the application of, the proceeds of the Bonds in accordance with the Installment Purchase Agreement , the Trust Indenture and the Escrow Agreements.
(n) Any certificate signed by any authorized official of the City, and delivered to the Underwriters in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein.

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(o) Other than as described in the Preliminary Official Statement and the Official Statement, as of the time of acceptance hereof and as of the Closing Date the City does not and will not have outstanding any indebtedness which is secured by a lien on the Surplus Revenues (as defined in the Preliminary Official Statement and the Official Statement) superior to or on a parity with the lien of the Bonds thereon.
(p) Between the date of this Purchase Agreement and the Closing Date, the City will not, without the prior written consent of the Representative, and except as disclosed in the Preliminary Official Statement and the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from the Surplus Revenues.
(q) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not failed to comply in all material respects with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five years. (r) The financial statements of, and other financial information regarding the Electric System, in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Electric System as of the dates and for the periods therein set forth.

6. Conditions to the Obligations of the Underwriter s. The Underwriter s hereby enter into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority and the City of their obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriters ’ obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Representative, to the accuracy in all material respects of the representations and warranties of the Authority and the City contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Authority and the City of their obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions:
(a) The Underwriter s shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2 -12 and any amendments or supplements as have been approved by the Representative), in such quantity as the Underwriter s shall have requested pursuant to Section 3 hereof;
(b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date;
(c) As of the Closing Date, the Financing Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall

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have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriters, with only such changes as shall have been agreed to in writing by the Underwriters, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Representative; and there shall be in full force and effect such resolution or resolutions of the Board of Directors of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (d) Between the date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Official Statement, of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriters (evidenced by a written notice to the Authority terminating the obligation of the Underwriters to accept delivery of and make any payment for the Bonds), by reason of any of the following:
(1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which may have the purpose or effect, directly or indirectly, of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or (with respect to the Bonds) any tax exemption granted or authorized by State of California legislation or materially and adversely affecting the market for the Bonds or the market price generally of obligations of the general character of the Bonds;
(2) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other

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governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended;
(3) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis , or escalation thereof, the effect of which on the financial markets is such as to make it impracticable or inadvisable to proceed with the offering or delivery of the Bonds as contemplated hereby or by the Official Statement;
(4) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred; (5) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriters;
(6) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (7) the withdrawal or downgrading of any rating of the Bonds or any other outstanding debt of the City’s Electric System by Standard & Poor's Ratings Services or Fitch, Inc. or ratings on the Bonds shall have been placed on credit watch with a “Negative Outlook” by Standard & Poor's Ratings Services or Fitch, Inc.; or (8) an event shall occur or be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Official Statement. (e) At or prior to the Closing Date, the Underwriter s shall have received the following documents, in each case satisfactory in form and substance to the Representative:
(1) The Official Statement and each supplement or amendment, if any, thereto, executed by the Authority and approved by the City.

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(2) Copies of each of the Financing Documents, each duly executed and delivered by the respective parties thereto.
(3) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in substantially the form attached to the Official Statement as Appendix G thereto.
(4) The supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriters in substantially the form attached hereto as Exhibit A. (5) The opinion of Norton Rose Fulbright US LLP as disclosure counsel dated the Closing Date and addressed to the City, the Authority and the Underwriter s in substantially the form attached hereto as Exhibit B.
(6) The opinion of the City Attorney of the City, as counsel for the Authority, dated the Closing Date and addressed to the Underwriter s, in substantially the form attached hereto as Exhibit C.
(7) The opinion of the City Attorney of the City, dated the Closing Date and addressed to the Underwriters, in substantially the form attached hereto as Exhibit D. (8) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City and the Underwriters, to the effect that (i) the Trustee has duly authorized, executed and delivered the Trust Indenture, the Escrow Agreements and the Continuing Disclosure Agreement and duly authenticated and delivered the Bonds on the Closing Date; and (ii) the Trust Indenture, the Escrow Agreements and the Continuing Disclosure Agreement constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity.
(9) The opinion of Stradling Yocca Carlson & Rauth LLP (“Underwriters’ Counsel”), dated the Closing Date and addressed to the Underwriters, to the effect that (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, (ii) without passing upon and without assuming any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement and making no representation that they have independently verified the accuracy, completeness or fairness of any such statements; in their capacity as counsel to the Underwriters during the course of the preparation of the Preliminary Official Statement and the Official Statement, they participated in conferences with representatives of the Authority, the City, the City Attorney, as counsel to the Authority and the City, Norton Rose Fulbrigh t US LLP , as bond counsel and disclosure counsel, PFM Financial Advisors, LLC as municipal advisor and the Underwriters, during which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed and based on their participation in such conferences, and in reliance thereon and on the certificates, opinions and other documents

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they have reviewed, no information has come to the attention of the lawyers of such firm rendering professional legal services in connection with such representation that has caused them to believe that the Preliminary Official Statement as of the date of execution of the Purchase Contract, or the Official Statement as of its date and as of the Closing Date (except for any financial statements or other financial or statistical data or forecasts and the information concerning DTC, Cede & Co and the book -entry system included therein, and the Appendices thereto, and, with respect to the Preliminary Official Statement, information permitted to be omitted therefrom pursuant to Rule 15c2 -12, as to all of which they express no opinion or view) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) assuming the due authorization, execution and delivery of the Continuing Disclosure Agreement by the parties thereto and the enforceability thereof, the Continuing Disclosure Agreement satisfies (b)(5)(i) of Rule 15c2 - 12 of the Securities Exchange Act.
(10) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Authority satisfactory to the Representative, in form and substance satisfactory to the Representative, to the effect that (i) the representations and warranties of the Authority contained in this Purchase Contract and the other Authority Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the execution, sale or delivery of any of the Bonds, (b) in any way affecting the validity of the Bonds or the Authority Documents or (c) in any way contesting the existence or powers of the Authority; and (iii) no event affecting the Authority has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement relating to the Authority or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the Authority not misleading in any material respect.
(11) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the City satisfactory to the Representative, in form and substance satisfactory to the Representative, to the effect that (i) the representations and warranties of the City contained in this Purchase Contract and the other City Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official, threatened (a) to restrain or enjoin the payment of the 2025 Purchase Payments (as defined in the Official Statement) or the execution and delivery of the City Documents, (b) in any way contesting or affecting the validity of the City Documents or (c) in any way contesting the existence or powers of the City, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding , inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the City of the foregoing; (iii) nothing has come to the City’s attention which would cause the City to believe that the Official Statement (excluding the information concerning DTC and the book -entry system included therein and Appendi x F thereto), as of the date thereof and the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the

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statements therein, in light of the circumstances under which they were made, not misleading; and (iv) since June 30, 2024, except as referred to in or as contemplated by the Official Statement, with respect to its Electric System, the City has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Electric System, in any case that would materially and adversely affect the ability of the City to meet its obligations under the Installment Purchase Agreement.
(12) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Representative, to the effect that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Trust Indenture, the Escrow Agreements and the Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to enter into the Trust Indenture, the Escrow Agreement s and the Continuing Disclosure Agreement and to authenticate and deliver the Bonds to the Underwriter s pursuant to the terms of the Trust Indenture; (iii) the execution and delivery of the Trust Indenture , the Escrow Agreement and the Continuing Disclosure Agreement and compliance with the provisions on the Trustee’s part contained therein, and the authentication and delivery of the Bonds will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the lien created by the Trust Indenture or the Escrow Agreement s under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Indenture; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Indenture or the Escrow Agreement s against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Trust Indenture or the Escrow Agreement s, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Indenture or the Escrow Agreement s against the Trustee or the authentication and delivery of the Bonds.
(13) A copy of the report of __________, Verification Agent. (14) An opinion of Bond Counsel to the effect that the Refunded Bonds have been defeased and are no longer outstanding under the legal documents pursuant to which they were issued.
(15) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of the Trust Indenture and the Continuing Disclosure Agreement.

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(16) Certified copies of the resolutions of the Authority authorizing the issuance and sale of the Bonds and the execution and delivery of the Authority Documents and the Official Statement.
(17) Certified copies of the resolutions of the City authorizing the execution and delivery of the City Documents and the Official Statement. (18) Evidence satisfactory to the Underwriter s that ratings on the Bonds described in the Official Statement are in full force and effect as of the Closing Date. (19) A copy of the Preliminary Blue Sky Survey with respect to the Bonds, if any, prepared by Underwriters’ Counsel.
(20) A copy of the audited financial statements of the City’s Electric Utility Fund included as Appendix A to the Official Statement. (21) Tax certifications by the Authority and the City in form and substance acceptable to Bond Counsel.
(22) Evidence that a federal tax information form 8038 -G has been prepared for filing with respect to the Bonds.
(23) A copy of the Notice of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code.
(24) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter s, Underwriters ’ Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the Authority and the City herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the Authority and the City on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Authority and the City in connection with the transactions contemplated hereby and by the Official Statement and the Financing Documents.

If the Authority shall be unable to satisfy the conditions to the Underwriters’ obligations contained in this Purchase Contract or if the Underwriters’ obligations shall be terminated for any reason permitted herein, all obligations of the Underwriters hereunder may be terminated by the Representative at, or at any time prior to, the Closing Date by written notice to the Authority and neither the Underwriters nor the Authority shall have any further obligations hereunder.

7. Expenses.
(a) The Underwriters shall be under no obligation to pay, and the Authority or the City shall pay, any expenses incident to the performance of the Authority’s obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Financing Documents, the Preliminary Official Statement, the Official Statement and any supplements or amendments thereto, including a reasonable number of certified or conformed copies thereof; (ii) the cost of preparation and printing of th e Bonds; (iii) the fees and disbursements of Bond Counsel and

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disclosure counsel; (iv) the fees and disbursements of any engineers, accountants and other experts, consultants or advisors retained by the Authority or the City; (v) fees for bond ratings (which include fees of rating agencies and travel expenses of the Authority or the City); and (vi) the Underwriter’s out-of-pocket expenses incurred with respect to the financing, including (a) air travel and hotel costs in connection with the pricing of the Bonds, any investor meetings, any rating agency trips and the Closing, (b) meals and transportation for the Authority and the City, the Underwriters and other working group personnel during such trips, (c) expenses related to attending working group meetings, such as parking, meals and transportation, and ( d) any other miscellaneous costs related to the Closing.
(b) The Underwriters shall pay: (i) the cost of preparation and printing of this Purchase Contract and the Preliminary Blue Sky; (ii) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Bonds; (iii) fees, if any, payable to the California Debt and Investment Advisory Commission, the Municipal Securities Rulemaking Board, the fees associated with obtaining CUSIP numbers for the Bonds, and fees of the Public Securities Association and the California Public Securities Association in connection with the execution and delivery of the Bonds; (iv) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure undertaking compliance review and (v) all other expenses incurred by them in connection with the public offering of the Bonds not outlined in (a) above, including the fees and disbursements of Underwriters’ Counsel.
(c) The City acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. The Authority and the City acknowledge that certain expenses included in the expense component of the Underwriter’s discount are based on estimates.

8. Notices. Any notice or other communication to be given (i) to the Authority under this Purchase Contract may be given by delivering the same in writing to the Authority, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Secretary, (ii) to the City under this Purchase Contract may be given by delivering the same in writing to the City, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Public Utilities, Assistant General Manager — Finance & Energy Resources, and (iii) to the Underwriter s under this Purchase Contract may given by delivering the same in writing to the Representative: J.P. Morgan Securities LLC , 560 Mission Street, Floor Three, San Francisco, California 94105, Attention: Will Frymann.

9. Survival of Representations and Warranties . The Authority’s and the City’s representations, warranties and agreements contained in this Purchase Contract or made in any certificate delivered hereunder shall remain operative and in full force and effect, regardless of:
(i) any investigations or statements made by or on behalf of the Underwriters; and (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract.

10. Effectiveness and Counterpart Signatures . This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by duly authorized officers of the Authority and duly authorized officers of the City and shall be valid and enforceable as of the time of such acceptance. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

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11. Parties in Interest . This Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter s (including the successors or assigns of the Underwriter s) and no other person shall acquire or have any right hereunder or by virtue hereof.

12. No Fiduciary. The Authority and the City each acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s -length commercial transaction between the Authority, the City and the Underwriters, and that the Underwriters have financial and other interests that differ from those of the Authority and the City, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the agent or fiduciary of the Authority or the City, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority or the City on other matters) and the Underwriters have no obligation to the Authority or the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract and (iv) the Authority and the City have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.

13. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, THE

AUTHORITY, THE CITY AND THE UNDERWRITER S HEREBY KNOWINGLY,

VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE

AUTHORITY, THE CITY OR THE UNDERWRITER S MAY HAVE IN ANY ACTION OR

PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS PURCHASE CONTRACT OR ANY TRANSACTIONS RELATED HERETO.

[SIGNATURE PAGE]
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14. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.

15. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California.

Very truly yours,
J.P. MORGAN SECURITIES LLC
[__________]
[__________]
By: J.P. Morgan Securities LLC, as
Representative of the Underwriters
By:

Authorized Representative
Accepted:

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
By:

Treasurer

CITY OF ANAHEIM
By:

Assistant General Manager—Finance &
Energy Resources
ACCEPTED at _____ p.m. California time this
_____ day of _____, 2025

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SCHEDULE I

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Bonds, Series 2025-A
(Electric Utility Distribution System Improvements)

MATURITY SCHEDULE
Payment Dates
(October 1)*
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on ______ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities
† Term Bond.

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ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2025-B
(Electric Utility Distribution System Refunding)

MATURITY SCHEDULE
Payment Dates
(October 1)
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on ______ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities
† Term Bond.

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Redemption of Bonds
Redemption of the 2025-A Bonds
Optional Redemption of 2025-A Bonds. . The 2025 -A Bonds maturing on or prior to October 1, 20__ are not subject to optional redemption prior to maturity. The 2025 -A Bonds maturing on and after October 1, 20__ are subject to redemption, at the option of the City, in whole or in part in integral multiples of $5,000, on any date on or after October 1, 20__, from funds provided by the City for such purpose, upon notice as provided in the Indenture, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium.

The 2025-A Bonds maturing on October 1, 20__ are subject to redemption prior to maturity from mandatory sinking account installments due on October 1 of each of the years set forth in the following table in the respective redemption amounts set forth opposite such years in said table (together with accrued interest thereon), without premium:
2025-A Bonds maturing October 1, 20__
Redemption Date
(October 1)
Redemption
Amount

____________
† Final Maturity
The 2025-A Bonds maturing on October 1, 20__ are subject to redemption prior to maturity from mandatory sinking account installments due on October 1 of each of the years set forth in the following table in the respective redemption amounts set forth opposite such years in said table (together with accrued interest thereon), without premium:
2025-A Bonds maturing October 1, 20__
Redemption Date
(October 1)
Redemption
Amount

____________
† Final Maturity
Extraordinary Redemption of 2025 -A Bonds. The 2025 -A Bonds are subject to extraordinary redemption prior to maturity, at the option of the Authority at the direction of the City,

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in whole or in part on any date, at the principal amount of such 2025 -A Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date, (i) from the net proceeds of insurance received by the City in the event of damage to or destruction of the Electric System, if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds of insurance to the Electric System, and/or (ii) from the net proceeds of any condemnation award or proceeds received in lieu of condemnation if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds to the Electric System.

Optional Redemption. The 2025-B Bonds maturing on or prior to October 1, 20__ are not subject to optional redemption prior to maturity. The 2025-B Bonds maturing on and after October 1, 20__ are subject to redemption, at the option of the City, in whole or in part in integral multiples of $5,000, on any date on or after October 1, 20__, from funds provided by the City for such purpose, upon notice as provided in the Indenture, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium.

Mandatory Sinking Account Redemption. The 2025-B Bonds maturing on October 1, 20__ are subject to redemption prior to maturity from mandatory sinking account installments due on October 1 of each of the years set forth in the following table in the respective redemption amounts set forth opposite such years in said table (together with accrued interest thereon), without premium:
2025-B Bonds maturing October 1, 20__
Redemption Date
(October 1)
Redemption
Amount

____________
† Final Maturity
Extraordinary Redemption. The 2025-B Bonds are subject to extraordinary redemption prior to maturity, at the option of the Authority at the direction of the City, in whole or in part on any date, at the principal amount of such 2025 -B Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date, (i) from the net proceeds of insurance received by the City in the event of damage to or destruction of the Electric System, if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds of insurance to the Electric System, and/or (ii) from the net proceeds of any condemnation award or proceeds received in lieu of condemnation if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds to the Electric System.

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EXHIBIT A

FORM OF SUPPLEMENTAL OPINION OF

NORTON ROSE FULBRIGHT US LLP AS BOND COUNSEL
J.P. Morgan Securities LLC, as Representative of the Underwriters named on Schedule A hereto
San Francisco, California

This opinion is addressed to you, as the Underwriter s, pursuant to Section 6(e)(4) of the Purchase Contract, dated _____, 2025 (the “Purchase Contract”), between you and the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”), providing for the purchase of the $__________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2025-A (Electric Utility Distribution System Improvements ) (the “2025-A Bonds”), and $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding ) (the “2025-B Bonds” and, together with the 2025-A Bonds, the “Bonds”) . The Bonds are being issued pursuant to an Indenture of Trust, dated as of August 1, 2025 (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association , as trustee (the “Trustee”).

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or, if not defined in the Indenture, in the Purchase Contract.

In addition to the opinions set forth in our final legal opinion (the “Bond Opinion”) concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Authority (but which may be relied upon by you to the same extent as if such opinion were addressed to you), and based on and subject to the matters referred to in such Bond Opinion (which are hereby incorporated herein by reference), and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions:

1. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

2. The Purchase Contract has been duly executed and delivered by the Authority and the City and (assuming due authorization, execution and delivery by and validity against the Underwriters) is a valid and binding agreement of the Authority and the City, respectively. The Continuing Disclosure Agreement has been executed and delivered by the City and (assuming due authorization, execution and delivery by and validity against the Trustee and the Dissemination Agent) is a valid and binding obligation of the City . We call attention to the fact that the rights and obligations under the Purchase Contract and the Continuing Disclosure Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent

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conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver (including, without limitation, waiver of jury trial or consent to nonjury trial) provisions contained in the Purchase Contract or the Continuing Disclosure Agreement.

3. The statements contained in the Official Statement under the captions “INTRODUCTION,” “PLAN OF FINANCE,” “DESCRIPTION OF THE 2025 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS;” and “TAX MATTERS,” and in APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,” APPENDIX E — “FORM OF CONTINUING DISCLOSURE AGREEMENT” and APPENDIX G — “FORM OF OPINION OF BOND COUNSEL,” insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, the Installment Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Agreement and our Bond Opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects.

This letter is delivered to you as Underwriter s of the Bonds and is solely for your benefit as Underwriters and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The provision of this opinion to you shall not create any attorney-client relationship between our firm and you. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and we have no obligation to update this opinion.

Respectfully submitted,

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SCHEDULE A
J.P. Morgan Securities LLC
[__________]
[__________]

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EXHIBIT B

FORM OF OPINION OF NORTON ROSE FULBRIGHT US LLP

AS DISCLOSURE COUNSEL
Anaheim Housing and Public Improvements
Authority
200 South Anaheim Boulevard
Anaheim, California 92805
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
J.P. Morgan Securities LLC, as Representative.

San Francisco, California

Ladies and Gentlemen:

We have acted as Disclosure Counsel to the Anaheim Housing and Public Improvements Authority, a joint exercise of powers entity established under the Constitution and laws of the State of California (the “Authority”), in connection with the issuance by the Authority of the $__________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2025-A ( Electric Utility Distribution System Improvements ) (the “ 2025-A Bonds”), and $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding ) (the “ 2025-B Bonds” and, together with the 2025-A Bonds, the “Bonds”). The Bonds are being issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code and an Indenture of Trust, dated as of August 1, 2025 (the “Indenture”), by and among the Authority, the City of Anaheim (the “City”) and U.S. Bank Trust Company, National Association , as trustee (the “Trustee”). The Bonds are more fully described in the Official Statement of the Authority, dated _____, 2025 (the “Official Statement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Official Statement.

In rendering this opinion, we have reviewed such records, documents, certificates and opinions, and made such other investigations of law and fact as we have deemed necessary or appropriate.

This opinion is limited to matters governed by the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.

In our capacity as Disclosure Counsel to the Authority, we have rendered certain assistance in connection with the preparation of the Preliminary Official Statement and the Official Statement.

Rendering such assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in meetings and telephone conferences with, among others, representatives of the Authority and the

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City, the City Attorney, PFM Financial Advisors, LLC , municipal advisor to the Authority and the City, the Underwriters and Underwriters’ Counsel, at which meetings and conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and the Official Statement), no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of the Preliminary Official Statement and the Official Statement which cause us to believe that the Preliminary Official Statement, as of its date, or the Official Statement as of its date and as of the date hereof (excluding therefrom financial and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to except for any financial statements or other financial or statistical data or forecasts and the information concerning The Depository Trust Company, Cede & Co., and the book -entry system included therein and statements contained in APPENDIX B — “CITY OF ANAHEIM ELECTRIC UTILITY FUND —AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2024” and in APPENDIX F — “BOOK-ENTRY ONLY SYSTEM” thereto, as to all of which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

During the period from the date of the Official Statement to the date of this opinion, except for our review of the certificates and opinions regarding the Official Statement delivered on the date hereof, we have not undertaken any procedures or taken any actions that were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and the Official Statement.

We are furnishing this opinion to you, solely for your benefit. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent.

The delivery of this opinion shall not create any attorney-client relationship between our firm and the addressees hereof, other than the Authority and the City. Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds, and we have no obligation to update this opinion.

Respectfully submitted,

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EXHIBIT C

FORM OF OPINION OF AUTHORITY COUNSEL
J.P. Morgan Securities LLC, as Underwriter
as Representative of the Underwriters
named in the Purchase Contract

Ladies and Gentlemen:

As City Attorney of the City of Anaheim (the “City”), acting as counsel to the Anaheim Housing and Public Improvements Authority (the “Authority”), a joint exercise of powers authority organized and existing pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California in connection with the issuance of the $__________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2025-A ( Electric Utility Distribution System Improvements) (the “ 2025-A Bonds”), and $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding) (the “ 2025-B Bonds” and, together with the 2025-A Bonds, the “Bonds”) . The Bonds are being issued pursuant to an Indenture of Trust, dated as of August 1, 2025 (the “Trust Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). I have examined the following documents: (i) the Installment Purchase Agreement, dated as of August 1, 2025 (the “Installment Purchase Agreement”), by and between the Authority and the City, (ii) the Trust Indenture, (iii) the Purchase Contract, dated _____, 2025 (the “Purchase Contract”), b etween the Authority and J.P. Morgan Securities LLC as Representative of the Underwriters named therein , and the City, and ( iv) the Official Statement, dated _____, 2025 (the “Official Statement”) relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Purchase Contract.

It is my opinion that:
(1) The Authority is a joint exercise of powers authority duly organized under the laws of the State of California.
(2) The resolution of the Authority (the “Resolution”) approving and authorizing the execution and delivery of the Trust Indenture, the Installment Purchase Agreement and the Purchase Contract and approving the execution, delivery and distribution of the Official Statement, by the Authority was duly adopted at a meeting of the Board of Directors of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.

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(3) The Authority has the necessary power and authority to execute and deliver the Trust Indenture, the Installment Purchase Agreement and the Purchase Contract. (4) The Official Statement has been duly authorized, executed and delivered, and the Trust Indenture, the Installment Purchase Agreement and the Purchase Contract have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, the Trust Indenture, the Installment Purchase Agreement and the Purchase Contract constitute legal, valid and binding agreements of the Authority, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought and to the limitations on legal remedies against public agencies in the State of California.
(5) The execution and delivery of the Trust Indenture, the Installment Purchase Agreement and the Purchase Contract by the Authority, and compliance by the Authority with the provisions thereof will not conflict with or constitute on the part of the Authority a breach of, or default under, the Joint Exercise of Powers Agreement, dated as of July 1, 2014, by and between the City and the Anaheim Housing Authority , or any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or decree to which the Authority is subject.
(6) Except as described in the Official Statement, no approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the Authority of the Trust Indenture, the Installment Purchase Agreement or the Purchase Contract which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws. (7) Based upon my participation in the preparation of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to my attention which would lead me to believe that the Official Statement (excluding therefrom the financial statements and the statistical data and the information concerning DTC, Cede & Co., and the book -entry system included therein, the information under the caption “UNDERWRITING” and the Appendices thereto, as to which no opinion is expressed), as of the date thereof and the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(8) Except as described in the Official Statement, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Authority or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor), which questions the powers of the Authority in connection with the transactions contemplated by the Trust Indenture, the Installment Purchase Agreement, the Purchase Contract or the Official Statement, or the validity of the proceedings taken by the Authority in connection with the authorization, execution or delivery of the Bonds, the Trust Indenture, the Installment Purchase Agreement, the Purchase Contract, or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Trust Indenture, the Installment Purchase Agreement , the Purchase Contract or the Official Statement, o r which in any way would adversely affect the validity or

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enforceability of the Trust Indenture, the Installment Purchase Agreement or the Purchase Contract, or, in any material respect, the ability of the Authority to perform its obligations thereunder. (9) The assignment of rights by the Authority to the Trustee pursuant to the Trust Indenture is effective to grant to the Trustee all of the rights granted thereby (including the right to receive payments paid by City under the Installment Purchase Agreement) free and clear of any lien or security interest or other claim of any third party or entity claiming by or through the Authority other than as set forth in the Official Statement.

I am furnishing this letter solely for your benefit as such Underwriters and is not to be used, circulated, quoted or otherwise referred to for any other purpose or by any other person. It is an expression of professional judgment regarding the legal matters addressed and not a guaranty that a court will reach any particular result. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and I have no obligation to update this letter.

Very truly yours,

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EXHIBIT D

FORM OF OPINION OF CITY ATTORNEY
J.P. Morgan Securities LLC, as Underwriter
as Representative of the Underwriters
named in the Purchase Contract

Ladies and Gentlemen:

As City Attorney of the City of Anaheim (the “City”), in connection with the issuance of the $__________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2025-A (Electric Utility Distribution System Improvements ) (the “ 2025-A Bonds”), and $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding) (the “2025-B Bonds” and, together with the 2025-A Bonds, the “Bonds”) . The Bonds are being issued pursuant to an Indenture of Trust, dated as of August 1, 2025 (the “Trust Indenture”), by and among the Anaheim Housing and Public Improvements Authority (the “Authority”), the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). I have examined the following documents: (i) the Installment Purchase Agreement, dated as of August 1, 2025 (the “Installment Purchase Agreement”), by and between the Authority and the City, (ii) the Trust Indenture, (iii) the Escrow Agreements, each dated as of April 1, 2025 (the “Escrow Agreements”), between the City and U.S. Bank Trust Company, National Association, as escrow agent, (iv) the Continuing Disclosure Agreement dated _____, 2025 (the “Continuing Disclosure Agreement”), by and among the City and the Trustee, as Dissemination Agent, (v) the Purchase Contract, dated _____, 2025 (the “Purchase Contract”), by and among the Authority and J.P. Morgan Securities LLC, as Representative of the Underwriters named therein, and the City, and (vi) the Official Statement, dated _____, 2025 (the “Official Statement”) relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Purchase Contract.

It is my opinion that:
(1) The City is a municipal corporation of the State of California (the “State”), duly organized and validly existing under the City’s charter and the laws of the State. (2) The resolution of the City (the “Resolution”) approving and authorizing the execution and delivery of the Trust Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreements and the Purchase Contract (collectively, the “City Documents”) and approving and authorizing the distribution of the Official Statement by the City was duly adopted at a meeting of the City Council of the City, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.

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(3) The City has the necessary power and authority to execute and deliver the City Documents.
(4) The Official Statement has been duly authorized by the City and City Documents have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, the City Documents constitute the legal, valid and binding agreements of the City enforceable in accordance with their terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and to the application of equitable principles if equitable remedies are sought and to limitations on legal remedies against municipal corporations in the State.
(5) The execution and delivery of the City Documents by the City, and compliance by the City with the provisions thereof will not conflict with or constitute a breach of, or default under, any agreement or other instrument to which the City is a party or by which it is bound, or any existing law, regulation, court order or decree to which the City is subject or any provision of the laws of the State relating to the City and its affairs. (6) Except as described in the Official Statement, no approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the City of the City Documents which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws.

Under the laws of the State, the City has the authority to determine, fix, impose and collect rates and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority and no legislation is proposed or pending to restrict or limit such rates and charges except as described in the Official Statement. (7) Based upon my participation in the preparation of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to my attention which would lead me to believe that the Official Statement (excluding therefrom the financial statements and the statistical data and the information concerning DTC, Cede & Co., and the book -entry system included therein, the information under the caption “UNDERWRITING” and the Appendices thereto, as to which no opinion is expressed), as of the date thereof and the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(8) Except as described in the Official Statement, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, or before any court, public board or body, pending or threatened against or affecting the City or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor), which questions the powers of the City in connection with the transactions contemplated by the City Documents or the Official Statement, or the validity of the proceedings taken by the City in connection with the authorization, execution or delivery of the City Documents or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the City Documents or the Official Statement, or which, in any way, would adversely affect the validity or enforceability of the City Documents or, in any material respect, the ability of the City to perform its obligations thereunder.

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I am furnishing this letter solely for your benefit as such Underwriters and is not to be used, circulated, quoted or otherwise referred to for any other purpose or by any other person. It is an expression of professional judgment regarding the legal matters addressed and not a guaranty that a court will reach any particular result. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and I have no obligation to update this letter.

Very truly yours,

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EXHIBIT E

[FORM OF REPRESENTATIVE ISSUE PRICE CERTIFICATE]

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
$__________
Revenue Bonds, Series 2025-A
(Electric Utility Distribution System Improvements)
$___________
Revenue Refunding Bonds, Series 2025-B
(Electric Utility Distribution System Refunding)
The undersigned, J.P. Morgan Securities LLC, as representative (the “Representative”) of itself and [__________] and [___________] (collectively, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the “Bonds”) of the Anaheim Housing and Public Improvements Authority (the “Issuer”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriting Group has offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Purchase Contract dated _____, 2025, among the Underwriting Group and the Issuer, the Underwriting Group agreed in writing on or prior to the Sale Date that, (i) for each Maturity of the Hold -the-Offering-Price Maturities, they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third party distribution agreement shall contain the agreement of each broker - dealer who is a party to the third party distribution agreement, to comply with the hold -the-offering- price rule. Pursuant to such agreement, no Underwriter (as defined below in this certificate) has offered or sold any of the Allotted Portion of any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) Allotted Portion means that portion of a Maturity of the Hold -the-Offering Price Maturities that was retained by or allotted to the Representative, as identified in Schedule A. (b) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(c) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”

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(d) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriters sold at least 10% of such Hold -the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold - the-Offering-Price Maturity.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ______, 2025. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the undersigned’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038 -G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

IN WITNESS WHEREOF, the undersigned has executed this certificate on this _____ day of _____, 2025.

J.P. MORGAN SECURITIES LLC
By:

Name:

Title:

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND

INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Bonds, Series 2025-A
(Electric Utility Distribution System Improvements)

MATURITY SCHEDULE
Payment Dates
(October 1)*
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on _____ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities.
† Term Bond.

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ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2025-B
(Electric Utility Distribution System Refunding)

MATURITY SCHEDULE
Payment Dates
(October 1)
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on _____ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities.
† Term Bond.

(Attached)

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

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EXHIBIT E-1
[FORM OF GROUP MEMBER ISSUE PRICE CERTIFICATE]

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
$__________
Revenue Bonds, Series 2025-A
(Electric Utility Distribution System Improvements)
$___________
Revenue Refunding Bonds, Series 2025-B
(Electric Utility Distribution System Refunding)
The undersigned [______________] (the “Group Member”), which has acted as an underwriter pursuant to the Purchase Contract, dated _____, 2025 (the “Purchase Contract”), between J.P. Morgan Securities LLC (the “Representative”), on behalf of itself, the Group Member and [[ __________]] [[___________]] (collectively, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”) of Anaheim Housing and Public Improvements Authority (the “Issuer”).

The Bonds are being issued on the date hereof, and the Group Member understands that the Representative has made certain representations to the Issuer with respect to the offering and sale of the Bonds. With respect to the Group Member’s offering and sale of the Bonds, the Group Member hereby certifies and represents that, with respect to the “Hold -the-Price Maturities” (as listed in Schedule A attached hereto), as agreed to in writing in the Purchase Contract by the Representative on behalf of the Group Member, no Underwriter (as defined below in this certificate) has offered or sold any of the Allotted Portion of any maturity of the Hold -the-Offering-Price Maturities to any person at a price that is higher than the respective Initial Offering Price set forth in Schedule A for that Maturity during the Holding Period.

Defined Terms.
(a) Allotted Portion means that portion of a Maturity of the Hold -the-Offering Price Maturities that was allotted to the Group Member, as identified in Schedule A. (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriters sold at least 10% of such Hold -the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold - the-Offering-Price Maturity.
(d) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(e) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.

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(f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [date of execution of Purchase Contract].
(g) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the Public).

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND

INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Bonds, Series 2025-A
(Electric Utility Distribution System Improvements)

MATURITY SCHEDULE
Payment Dates
(October 1)*
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on _____ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities.
† Term Bond.

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ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2025-B
(Electric Utility Distribution System Refunding)

MATURITY SCHEDULE
Payment Dates
(October 1)
Principal
Amount
Interest
Rate Yield Price

C Priced to par call on _____ 1, 20__.
* 10% Test Maturities.
** Hold-the-Price Maturities.
† Term Bond.

(Attached)

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

Anaheim City CouncilAugust 12, 2025

Anaheim City Council
August 12, 2025