Hesperia City Council
June 6, 2023

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5 of Division 7 of Title 1 of the Government Code of the State of California and the Joint Exercise of Powers Agreement, dated as of October 2, 2012 (the “JPA Agreement”), by and between the City and the Hesperia Water District.
(b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consu mmate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action at a regular meeting of the Authority’s Board of Directors that was duly noticed and held, the Authority has adopted the Authority Resolution, has duly authorized and approved the issuance of the Bonds and the execution of the Authority Documents, has duly authorized and approved the Preliminary Official Statement, will, by execution thereof, duly authorize and approve 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 Authority Docume nts in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
(d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, 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 under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority’s part conta ined therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agree ment or other instrument to which the Authority is a party, 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 property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
(e) All material 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 du e performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents

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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; except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permit s, 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 hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the end of the underwriting period (as such term is defined below), the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light o f the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Rental Payments with respect to the Property Lease or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official S tatement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(g). (i) The information set forth under the caption “THE AUTHORITY” in the Preliminary Official Statement as of its date does not and in the Official Statement as of the date hereof and as of the Closing Date does 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.
(j) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.

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(k) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Rental Payments while the Bonds are Outstanding, and the Authority will collect the Rental Payments in accordance with the Property Lease. (l) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is a political subdivision of the State that is duly organized and existing under and by virtue of the general laws of the State. (b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents.
(c) By all necessary official action, the City has adopted the City Resolution, has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and 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 c ontained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enfor ceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. (d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, 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 which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, 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 under any such instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, 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 property or assets of the

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City or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents.
(e) All material 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 City Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than 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; except as described in or contemplated by the Preliminary Official Statement, all authorizations, approvals, lice nses, 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 Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the dat e of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement did not as of its date and the Official Statement does not and will not up to and including the Closing D ate contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions “THE AUTHORITY” and “UNDERWRITING” and information regarding DTC and its book-entry only system, as to which no view is expressed). (g) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Rental Payments with respect to the Property Lease or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby or hereby, or conte sting the exclusion of the interest on the Bonds from taxation, or contesting the powers of the Authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition o f the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(i) To the City’s knowledge, there is no basis for any ac tion, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 7(h). (j) Until the date which is twenty-five (25) days after the end of the underwriting period, if any event shall occur of which the City is aw are that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority de livers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Underwriter at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period.
(k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(l) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control , that results in the loss of the tax -exempt status of the interest on the Bonds.
(m) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2022 attached as Appendix C to the Official Statement fairly represent the receipts, expenditures and cash balances of the City. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2022 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(n) To the extent required by law, the City will undertake, pursuant to th e Continuing Disclosure Certificate and the other City Documents, to provide annual reports and notices of certain events. A form of the Continuing Disclosure Certificate is set forth in Appendix D to the Preliminary Official Statement and will also be set forth in the Official Statement. (o) Except in connection with the issuance of refunding bonds pursuant to the terms of the Indenture or as permitted under the Property Lease due to damage, destruction, eminent domain, or substantial interference with the us e and occupancy by the City of the property that is subject to the Property Lease or any portion thereof, the City will refrain from taking any action, or

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permitting any action to be taken, to reduce the amount of the Rental Payments while the Bonds are Outstanding, and the City will pay the Rental Payments in accordance with the Property Lease. (p) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delive red to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Authority as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The U nderwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel and the Trustee, made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their obligations to be performed under the Authority Documents and the City Documents, respectively, at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statem ent shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City and the Authority shall not be in default in the payment of principal or interest with respect to any of their respective financial obligations, which default would materially adversely impact the ability of the City to pay the Rental Payments or the Authority to pay the Bonds. (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, t o the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement:
(i) any event sh all occur which makes untrue any material statement or results in an omission to state a material fact that is necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or

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(ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materiall y adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation 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 the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation 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 any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or state authority affecting the federal or state tax status of the Authority or the City, or the interest on or with respect t o bonds or notes (including the Bonds); or
(iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be render ed which materially adversely affects the market price of the Bonds; or
(iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) 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 Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) 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 federa l securities laws as amended and then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or

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(vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or
(viii) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government of, or the financial community or financial markets in, the United States or elsewhere, or the escalation of such calamity or crisis, which, in the judgment of the Underwriter, makes it impracticable or inadvisable t o proceed with the offering or the delivery of the Bonds on the terms and in the manner that are contemplated in the Preliminary Official Statement or the Official Statement; or (ix) any rating of the Bonds or the rating of any obligations of the City secured by the City’s general fund shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(x) the commencement of any action, suit or proceeding desc ribed in Section 6(g) or Section 7(h).
(e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed Authority Resolution;
(ii) The executed City Resolution;
(iii) The City Documents and the Authority Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) Specimen Bonds;
(v) Evidence that the Property Lease , the Site Lease and the 2012 Amendments, or memoranda thereof, have been recorded in the Office of the County Recorder of the County of San Bernardino;
(vi) Evidence that the insurance required to be in effect on the Closing Date under the Property Lease is in fact in effect as of such date; (vii) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the form attached as Appendix E to the Official Statement, and a reliance letter or letters thereon addressed to the Underwriter and the Trustee; (viii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “REFUNDING PLAN,” “ THE 2023 BONDS,” “SECURITY FOR THE 2023 BONDS” and “TAX MATTERS,” and in Appendices B and

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E, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements purport to describe certain provisions of the City Documents or the Authority Documents or to state legal conclusions and the opinion of Bond Counsel regarding the tax-exempt nature of the Bonds , present a fair an d accurate summary of the provisions thereof, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book -entry system in which the Bonds are initially issued;
(B) The Purchase Agreement has been duly authorized, executed and delivered by the City and the Authority and constitutes the valid, legal and binding agreement of the City and the Authority, enforceable in accordance with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and (C) The Bonds are exempt from registration requirements pursuant to the Securities Act of 1933, as amended, and the Inden ture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(ix) The Official Statement, executed on behalf of the City and the Authority, and the Preliminary Official Statement;
(x) Evidence that the ratings on the Bonds are as described i n the Official Statement;
(xi) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Authority Resolution was duly adopted at a regular mee ting of the Authority held on [June 6], 2023, at which a quorum was present and acting throughout, is in full force and effect as of the date hereof and has not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the Authority contained in this Purchase Agreement 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 by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (iii) no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the information and statements contained in the Official Statement under the caption “THE AUTHORITY” did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (v) the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Property Lease) or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing

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which, with the passage of time or the giving of notice, or both , would constitute such a default or event of default under any such instrument;
(xii) A certificate, dated the Closing Date, signed by a duly authorized officer of the City, satisfactory in form and substance to the Underwriter, to the effect that: (i) the City Resolution was duly adopted at a regular meeting of the City Council of the City held on [June 6], 2023, at which a quorum was present and acting throughout, is in full force and effect as of the date hereof and has not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the City contained in this Purchase Agreement 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 by the City, and the City has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the Closing Date; (iii) no event affecting the City ha s occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the information and statements contained in the Official Statement (other than information in the Official Statement under the caption “UNDERWRITING” and information regarding DTC and its book-entry only system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (v) the City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Property Lease) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’s ability to perform its obligations under the City Documents, 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 under any such instrument;
(xiii) An opinion dated the Closing Date and addressed t o the Underwriter and Bond Counsel, of counsel to the Authority, to the effect that:
(A) the Authority is duly organized and validly existing as a joint exercise of powers agency under the laws of the State of California and is possessed of full power to own and hold real and personal property and to lease and sell the same; (B) the Authority Resolution was duly adopted at a regular meeting of the governing body of the Authority which was called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout; (C) the Authority has full right and lawful authority to execute and deliver the Authority Documents and such documents have been duly authorized, executed and delivered by and on behalf of the Authority, and assuming the due authorization, execution and delivery by the other parties thereto, the Authority Documents are valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally;

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(D) to the best of our knowledge, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public board or body pending or threatened wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bonds, the Authority Documents or any other agreement, document, or certificate related to such transaction;
(E) insofar as it will have a material adverse effect on the ability of the Authority to enter into, carry out or perform its obliga tions under the foregoing agreements or to consummate the transactions contemplated thereby, to the best of our knowledge, the Authority is not in material breach of or default under any applicable 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, to the best of our knowledge no event has occurred and is continuing which with the pas sage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; and (F) no authorization, approval, consent, or order of any governmental agency or, to the best of our knowledge, any other person or corporation is required for the valid authorization, execution and delivery of the Authority Documents on behalf of the Authority that has not been obtained.
(xiv) An opinion dated the Closing Date and addressed to the Underwriter and Bond Counsel, of the City Attorney, to the effect that:
(A) The City is a political subdivision of the State of California that is duly organized and existing under and by virtue of the general laws of the State of California; (B) The City Resolution was duly adopted at a regular meeting of the City at which a quorum was present and acting throughout, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption; (C) The City Documents have been duly authorized, executed and delivered by the Ci ty and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute the valid and binding obligations of the City, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, o r by legal or equitable principles relating to or limiting creditors’ rights generally; (D) No consent, authorization or approval of, or filing or registration with, any governmental or regulatory officer or body which has not already been obtained is required to be obtained by the City for the execution and performance of the City Documents or the actions on the part of the City contemplated thereby, including causing the issuance of the Bonds; (E) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Rental Payments or the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to

18 4895-1074-7737/200356-0526
enter into or perform its obligations under any of the City Documents, or which, in any manner, questions the right of the City to pay the Rental Payments under the Property Lease; and (F) The execution and delivery of the City Documents and compliance with the provisions thereof do not and will not in any material respect conflict with or constitute on the part of the City 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 consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; (xv) A letter of Jones Hall, A Professional Law Corporation, San Francisco, California, in its capacity as Disclosure Counsel, dated the Closing Date and addressed to the City, the Authority and the Underw riter, substantially to the effect that they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and in the Official Statement and make no representation that they have independently verified the accuracy, completeness or fairness of any such statements; however, in connection with the Preliminary Official Statement and the Official Statement, they have reviewed certain documents and have parti cipated in conferences in which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. During the course of their work on this matter, no facts have come to their attention that have caused them to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date or the Closing Date (except for the following items, which are expressly excluded from the scope of this sentence:
any financial, statistical and dem ographic data, forecasts, numbers, charts, estimates, assumptions, expressions of opinion, and information concerning The Depository Trust Company and the book - entry system for the Bonds, that is contained or incorporated by reference in the Preliminary Of ficial Statement and the Official Statement, and the appendices to the Preliminary Official Statement and the Official Statement) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements t herein, in the light of the circumstances under which they were made, not misleading;
(xvi) An opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Underwriter, in form and substance satisfactory to the Underwriter; (xvii) An opinion of counsel to the Trustee and the Escrow Agent, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel;
(xviii) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee and Escrow Agent, in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee and Escrow Agent; (xix) For each of the Bonds and the Property Lease, the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code; (xx) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system;

19 4895-1074-7737/200356-0526
(xxi) Certificates regarding tax, arbitrage and use of proceeds of the City and the Authority relating to the Bonds in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
(xxii) A certificate, dated the date of the Preliminary Official Statement, of the City and the Authority, as required under Rule 15c2-12; (xxiii) Evidence that a Debt Management Policy which complies with Section 8855 of the Government Code has been adopted by the City and the Authority; (xxiv) Certified copies of the JPA Agreement and all amendments thereto and related certificates issued by the Secretary of State of the State (or, alternatively, a certificate of the Authority confirming that notice of the JPA Agreement and all amend ments thereto have been filed with the Secretary of State prior to the Closing Date); (xxv) a copy of an ALTA or CLTA title insurance policy in an amount equal to the original aggregate principal amount of the Bonds, insuring the City’s leasehold interest in the Leased Property, subject only to permitted encumbrances or such other encumbrances approved in writing by the Underwriter; and
(xxvi) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 9. Changes in Official Statement. After the Closing, neither the Authority nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2 -12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, t o amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that 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 purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date unless the Underwriter notifies the City and the Authority otherwise.

Section 10. Expenses. Whether or not the Bonds are delivered to t he Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City and the Authority shall pay or cause to be paid (out of any legally available funds) all expenses that are incident to the performance of the City’s and the Authority’s obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the City Documents, the Authority Documents, the Prelimin ary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby

20 4895-1074-7737/200356-0526
(and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of the Underw riter’s counsel), the fees and disbursements of the Trustee, Bond Counsel and Disclosure Counsel and any accountants, engineers or any other experts or consultants that the City or the Authority has retained in connection with the issuance of the Bonds and any other expenses that are agreed to by the parties; and (b) The City and the Authority shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; expenses in connection with obtaining CUSIP numbers for the Bonds; and all other expenses that ar e incurred by the Underwriter in connection with the public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

Section 11. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Sara Brown. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under this Purchase Agreement may be give n by delivering the same in writing to the applicable address set forth on the first page of this Purchase Agreement.

Section 12. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City, the Authority and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof.

Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceabl e in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 14. Counterparts. This Purchase Agreement 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.

Section 15. Survival of Representations and Warranties . The representations and warranties of the City and the Authority in or made pursuant to this Purchas e Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and the Authority and regardless of delivery of and payment for the Bonds.

Section 16. Effectiveness. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and the Authority and shall be valid and enforceable as of the time of such acceptance.

21 4895-1074-7737/200356-0526
Section 17. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Title: Authorized Officer

Accepted as of the date first stated above:

CITY OF HESPERIA
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time

HESPERIA JOINT PUBLIC FINANCE AUTHORITY
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time

A-1
4895-1074-7737/200356-0526

EXHIBIT A
$[Principal Amount]

HESPERIA JOINT PUBLIC FINANCE AUTHORITY
2023 Refunding Lease Revenue Bonds

MATURITY SCHEDULE
Maturity Date
(November 1)
Principal
Amount Interest Rate Yield
Initial
Offering Price
10% Test
Used
Hold-the-
Offering-
Price Rule
Used
$ % %

______________
C Priced to optional redemption date of November 1, 20__ at par.

T Term Bond.

REDEMPTION PROVISIONS

Optional Redemption. The Bonds maturing on or before November 1, 20__, are not subject to redemption prior to maturity. The Bonds maturing on or after November 1, 20__, are subject to optional redemption prior to maturity on or after November 1, 20__ at the optio n of the Authority, as a whole or in part on any date, from such maturities as are selected by the Authority, from amounts deposited with the Trustee by the Authority from any funds available other than those described below under the caption “ Mandatory Redemption from Insurance or Condemnation Proceeds ,” at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued but unpaid interest to the redemption date, without premium.

Mandatory Redemption from Insurance or Condemnation Proceeds. The Bonds are subject to mandatory redemption as a whole, or in part by lot within any maturity if less than all of the Bonds of a particular maturity are to be redeemed, from proceeds of insurance or proceeds of eminent domain

A-2
4895-1074-7737/200356-0526
proceedings, upon the terms and conditions of, and as provided for in the Indenture, at the principal amount thereof and accrued interest thereon to the date fixed for mandatory redemption, without premium.

Mandatory Sinking Fund Redemption. The Term Bonds maturing on November 1, 20__ (the “20__ Term Bonds”) are shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on November 1, 20__, and on each November 1 thereafter to and including November 1, 20__, from money on hand i n the Principal Fund at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest on the Bonds to be redeemed to the redemption date, without premium. The principal amount of the 20__ Term Bonds to be redeemed and the redemption dates are set forth in the following table:

Mandatory Sinking Fund Redemption of
Term Bonds Maturing November 1, 20__

Sinking Fund
Redemption Date
(November1)

Principal Amount
To Be Redeemed
$

*Maturity

The 20__Term Bonds maturing on November 1, 20__ shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on November 1, 20__, and on each November 1 thereafter to and including November 1, 20__, from money on hand in the Principal Fund at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest on the Bonds to be redeemed to the redemption date, without premium. The principal amount of the 20__Term Bonds to be redeemed and the redemption dates are set forth in the following table:

Mandatory Sinking Fund Redemption of
Term Bonds Maturing November 1, 20__

Sinking Fund
Redemption Date
(November 1)

Principal Amount
To Be Redeemed
$

*Maturity

A-3
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Mandatory Sinking Account Payments shall be adjusted as directed by the Authority in the event of a partial redemption pursuant to the Indenture.

B-1
4895-1074-7737/200356-0526

EXHIBIT B
$[Principal Amount]

HESPERIA JOINT PUBLIC FINANCE AUTHORITY
2023 Refunding Lease Revenue Bonds

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Bonds”).

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) Stifel 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 Bond Purchase Agreement, dated June __, 2023 , by and among Stifel, as the Underwriter (as defined below), the City of Hesperia and the Issuer (as defined below), Stifel has agreed in writing that: (i) for each Maturity of the Hold -the-Offering-Price Maturities, it 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 has offered or sold 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) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(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 (which Sale Date is June __, 2023), or (ii) the date on which Stifel has 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.

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(d) Issuer means the Hesperia Joint Public Finance Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date bu t 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 f or the sale of a Maturity of the Bonds. The Sale Date of the Bonds is June __, 2023. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer and the City of Hesperia (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 initi al 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 fac tual matters only. Nothing in this certificate represents Stifel’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 and the City of Hesperia with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation, 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 or the City of Hesperia from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: ______, 2023

B-3
4895-1074-7737/200356-0526

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

B-4
4895-1074-7737/200356-0526

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch, Esq.

Leasehold Less Than 35 Years

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

AMENDMENT NO. 1 TO

SITE AND FACILITIES LEASE

By and Between the

HESPERIA JOINT PUBLIC FINANCE AUTHORITY,
as Lessor

and the

CITY OF HESPERIA,
as Lessee

Dated as of _____ 1, 2023

Relating to

$26,735,000

HESPERIA JOINT PUBLIC FINANCE AUTHORITY
2012 Lease Revenue Bonds
(Water Rights Acquisition)

Attachment 9

1 AMENDMENT NO. 1 TO SITE AND FACILITIES LEASE

THIS AMENDMENT NO. 1 TO SITE AND FACILITIES LEASE (this “Amendment”), made and entered into as of _____ 1, 2023, by and between the HESPERIA JOINT PUBLIC FINANCE AUTHORITY, a joint powers agency, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), and the CITY OF HESPERIA, a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), amends that certain Site and Facilities Lease (the “Original Site and Facilities Lease”), made and entered into as of December 1, 2012, by and between the Authority and the City, which Original Site and Facilities Lease was recorded as Instrument No. 2012-0530311 in the real property records of the County of San Bernardino on December 12, 2012.

RECITALS

WHEREAS, the City and the Authority entered into the Original Site and Facilities Lease in connection with the issuance of the $26,735,000 Hesperia Joint Public Finance Authority 2012 Lease Revenue Bonds (Water Rights Acquisition) 2012 Bonds(the “2012 Bonds”); and

WHEREAS, the 2012 Bonds were issued pursuant to an Indenture, dated as of December 1, 2012 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, N.A., as successor trustee; and

WHEREAS, the Authority leased certain rea l property and improvements (the “Leased Property”) from the City under the Original Site and Facilities Lease, and subleased such Leased Property to the City pursuant to a Property Lease, dated as of December 1, 2012 (the “Original Property Lease”), a memorandum of which Original Property Lease was recorded as Instrument No. 2012-0530312 in the real property records of the County of San Bernardino on December 12, 2012; and

WHEREAS, Section 12.02 of the Original Property Lease granted to the City the option at any time and from time to time during the term of the Original Property Lease to remove from such Original Property Lease any portion of the Leased Property, provided that the City first satisfies all of the following requirements:

(a) No event of de fault has occurred and is continuing under the Original Property Lease,

(b) The City shall file with the Authority and the Trustee an amended Exhibit A to the Original Property Lease which deletes the legal description of such Leased Property,

(c) The City shall cause to be recorded in the Office of the San Bernardino County Recorder a copy of an executed amendment to the Original Property Lease containing an amended Exhibit A, or a memorandum reflecting such amendment to Exhibit A,

(d) The City shall c ause to be filed with the Trustee an Opinion of Bond Counsel substantially to the effect that such removal will not affect the obligation of the City to continue to pay Base Rental payments in the amounts and at the times and in the manner required by the Original Property Lease,

2 (e) The City shall file with the Authority and the Trustee a certificate stating that (1) the annual fair rental value of the remaining Leased Property, taking into consideration the removal of the applicable portion of the Leased Property, is no less than the maximum annual Base Rental and Additional Rental remaining unpaid hereunder at the time of such removal and (2) the useful life of the remaining Leased Property is at least as long as the remaining term of this Property Lease, and

(f) The City shall provide written notice to each rating agency then rating the Bonds of the proposed removal; and

WHEREAS, the City and the Authority have agreed to amend Exhibit A to the Original Property Lease to remove from the Original Property Lease the real property and improvements constituting the Hesperia Branch Library and the Civic Plaza Park Hall, as described in Exhibit B attached hereto and made a part hereof , leaving the Hesperia Police Station as the Leased Property under the Original Property Lease, and the City and the Authority wish to amend the Original Site and Facilities Lease for the same purpose; and

WHEREAS, Section 3.06 of the Original Site and Facilities Lease provides that the Leased Property may be removed in part in implementation of the provisions of Section 12.02 of the Original Property Lease, and in such event, Exhibit A of the Original Site and Facilities Lease shall be revised accordingly; and

WHEREAS, Section 5.03 of the Original Site and Facilities Lease authorizes the City and the Authority to amend the Original Site and Facilities Lease as required in connection with an amendment of the Original Property Lease; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Amendment do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

3 Section 1. Definitions. Unless otherwise defined in this Amendment, c apitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Original Site and Facilities Lease.

Section 2. Amendment of Exhibit A. Exhibit A of the Original Site and Facilities Lease is hereby amended and restated in its entirety, as set forth on Exhibit A to this Amendment attached hereto and made a part hereof.

Section 3. Release of Real Property. The real property described in Exhibit B is hereby released and no longer encumbered by the Original Site and Facilities Lease.

Section 4. Confirmation of Original Site and Facilities Lease; Conflict With Original Site and Facilities Lease. All representations, covenants, warranties and other provisions of the Original Site and Facilities Lease, unless specifically amended, modified or supplemented by this Amendment, are hereby confirmed as applicable to this Amendment. In the event of any conflict between the provisions of this Amendment and the Original Site and Facilities Lease, the provisions of this Amendment shall govern.

Section 5. Law Governing. This Amendment shall be governed exclusively by the laws of the State of California as the same from time to time exist.

Section 6. Execution. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Amendment. It is also agreed that separate counterparts of this Amendment may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.

4 IN WITNESS WHEREOF, the Authority and the City have caused this Amendment No. 1 to Site and Facilities Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF HESPERIA, as Lessor

Attest

By: By:

City Clerk City Manager

HESPERIA JOINT PUBLIC FINANCE
AUTHORITY, as Lessee

Attest

By: By:

Secretary Executive Director

[attach Notary acknowledgment]

A-1

EXHIBIT A

DESCRIPTION OF THE SITE

The land referred to in this Exhibit A is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:

Parcel 1 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County.

B-1

EXHIBIT B

DESCRIPTION OF RELEASED PROPERTY – CITY HALL

The land referred to in this Exhibit B is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:

Parcels 4 and 7 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County.

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch, Esq.

Leasehold Less Than 35 Years

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

AMENDMENT NO. 1 TO

PROPERTY LEASE

By and Between the

HESPERIA JOINT PUBLIC FINANCE AUTHORITY,
as Lessor

and the

CITY OF HESPERIA,
as Lessee

Dated as of ________ 1, 2023

Relating to

$26,735,000

HESPERIA JOINT PUBLIC FINANCE AUTHORITY
2012 Lease Revenue Bonds
(Water Rights Acquisition)

Attachment 10

1 AMENDMENT NO. 1 TO PROPERTY LEASE

THIS AMENDMENT NO. 1 TO PROPERTY LEASE (this “Amendment”), made and entered into as of ________ 1, 2023, by and between the HESPERIA JOINT PUBLIC FINANCE AUTHORITY, a joint powers agency, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), and the CITY OF HESPERIA, a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), amends that certain Property Lease (the “Original Property Lease”), made and entered into as of December 1, 2012, by and between the Authority and the City, a memorandum of which Original Property Lease was recorded as Instrument No. 2012-0530312 in the real property records of the County of San Bernardino on December 12, 2012.

RECITALS

WHEREAS, the City and the Authority entered into the Original Property Lease in connection with the issuance of the $26,735,000 Hesperia Joint Public Finance Authority 2012 Lease Revenue Bonds (Water Rights Acquisition) (the “2012 Bonds”); and

WHEREAS, the 2012 Bonds were issued pursuant to an Indenture, dated as of December 1, 2012 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, N.A., as successor trustee; and

WHEREAS, the City leased certain real property and improvements (the “Leased Property”) from the Authority under the Original Property Lease; and

WHEREAS, Section 12.02 of the Original Property Lease granted to the City the option at any time and from time to time during the term of the Original Property Lease to remove from such Original Prope rty Lease any portion of the Leased Property, provided that the City first satisfies all of the following requirements:

(a) No event of default has occurred and is continuing under the Original Property Lease,

(b) The City shall file with the Authority and the Trustee an amended Exhibit A to the Original Property Lease which deletes the legal description of such Leased Property,

(c) The City shall cause to be recorded in the Office of the San Bernardino County Recorder a copy of an executed amendment to the Original Property Lease containing an amended Exhibit A, or a memorandum reflecting such amendment to Exhibit A,

(d) The City shall cause to be filed with the Trustee an Opinion of Bond Counsel substantially to the effect that such removal will not a ffect the obligation of the City to continue to pay Base Rental payments in the amounts and at the times and in the manner required by the Original Property Lease,

(e) The City shall file with the Authority and the Trustee a certificate stating that (1) the annual fair rental value of the remaining Leased Property, taking into consideration the removal of the applicable portion of the Leased Property, is no less than the maximum annual Base Rental and Additional Rental remaining unpaid hereunder at the time of such

2 removal and (2) the useful life of the remaining Leased Property is at least as long as the remaining term of this Property Lease, and

(f) The City shall provide written notice to each rating agency then rating the Bonds of the proposed removal; and

WHEREAS, the City wishes to amend Exhibit A to the Original Property Lease to remove from the Original Property Lease the real property and improvements constituting the Hesperia Branch Library and the Civic Plaza Park , as described in Exhibit B at tached hereto and made a part hereof , leaving the Hesperia Police Station as the Leased Property under the Original Property Lease; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed preceden t to and in connection with the execution and entering into of this Amendment do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

3 Section 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Original Property Lease.

Section 2. Release of Real Property., The real property described in Exhibit B is hereby released and no longer encumbered by the Original Property Lease;

Section 3. Amendment of Exhibit A. Exhibit A of the Original Property Lease is hereby amended and restated in its entirety, as set forth on Exhibit A to this Amendment attached hereto and made a part hereof.

Section 4. Confirmation of Original Property Lease; Conflict With Original Property Lease. All representation, covenants, warranties and other provisions of the Original Property Lease, unless specifically amended, modified or supplemented by this Amendment, are hereby confirmed as applicable to this Amendment. In the event of any conflict between the provisions of this Amendment and the Original Property Lease, the provisions of this Amendment shall govern.

Section 5. Law Governing. This Amendment shall be governed exclusively by the laws of the State of California as the same from time to time exist.

Section 6. Execution. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Amendment. It is also agreed that separate counterparts of this Amendment may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.

4 IN WITNESS WHEREOF, the Authority and the City have caused this Amendment No. 1 to Property Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

HESPERIA JOINT PUBLIC FINANCE
AUTHORITY, as Lessor

Attest

By: By:

Secretary Executive Director

CITY OF HESPERIA, as Lessee

Attest

By: By:

City Clerk City Manager

[attach Notary acknowledgment]

A-1

EXHIBIT A

DESCRIPTION OF THE SITE

The land referred to in this Exhibit A is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:

Parcel 1 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County.

B-1

EXHIBIT B

DESCRIPTION OF RELEASED PROPERTY – CITY HALL

The land referred to in this Exhibit B is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:

Parcels 4 and 7 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County.

RECORDING REQUESTED BY:

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch, Esq.

ESCROW NO:

TITLE ORDER NO:

SPACE ABOVE THIS LINE FOR RECORDER’S USE

APN: 407-271-01

SUBORDINATION AGREEMENT

NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR LEASEHOLD INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN OTHER LEASEHOLD INTERESTS, AS SET FORTH HEREIN.

THIS SUBORDINATION AGREEMENT (“Agreement”), is dated as of _____, 2023, by the CITY OF HESPERIA, a municipal corporation and general law city duly organized and existing under the laws of the State of California (“City of H esperia”), and the COUNTY OF SAN BERNARDINO , a political subdivision duly organized and existing under the laws of the State of California (“County of San Bernardino”).

WITNESSETH

WHEREAS, the City of Hesperia , as lessor, and the County of San Bernardino, as lessee, previously executed an unrecorded Lease Agreement (“County Library Lease Agreement”), covering the real property and improvements located at 9650 7 th Avenue, Hesperia, California, 92345, Assessor’s Parcel Number 407-271-01, as described more fully in Exhibit A attached hereto (“Premises”), the term of which commenced on October 1, 2006; and

WHEREAS, City of Hesperia, as lessor, has executed, or is about to execute, a Site and Facilities Lease, dated as of July 1, 2023, with the Hesperia Joint Public Finance Authority (the “ Finance Authority”), as lessee, upon the terms and conditions described therein, which Site and Facilities Lease [was recorded in the real property records of the County of San Ber nardino on ______, 2023, as Instrument No. ____] [is intended to be recorded concurrently herewith]; and

WHEREAS, the City of Hesperia, as lessee, has executed, or is about to execute, a Property Lease, dated as of July 1, 2023, with the Finance Authority as lessor, upon the terms and conditions described therei n, a memorandum of which Property Lease [was recorded in the real property records of the County of San Bernardino on ______, 2023, as Instrument No. ____] [is intended to be recorded concurrently h erewith]; and

WHEREAS, the City of Hesperia and the Finance Authority have executed or are about to execute the 2023 Financing Leases (as defined below) in connection with the issuance by the Finance Authority of its Hesperia Joint Public Finance Authority 2023 Refunding Lease Revenue Bonds (“Bonds”), pursuant to an Indenture, dated as of July 1, 2023, by and between the Finance Authority and U.S. Bank Trust Company, National Association, a memorandum of which Indenture [was recorded in the real pr operty records of the County of San Bernardino on ______, 2023, as Instrument No. ____] [is intended to be recorded Attachment 11

2 concurrently herewith]; and

WHEREAS, it is a condition precedent to including the Premises as part of the Leased Property referenced in said Site and Facilities Lease and Property Lease (together, the “2023 Financing Leases”) that said 2023 Financing Leases shall unconditionally be and remain at all times a lien or charge upon the Premises prior and superior to the County Library Lease Agreement and to the leasehold estate created thereby; and

WHEREAS, the City of Hesperia has covenanted in Section 31 of the County Library Lease Agreement, and hereby ratifies and confirms such covenant, as follows:

“31. QUIET ENJOYMENT: Subject to the provi sions of this Lease and conditioned upon performance of all the provisions to be performed by COUNTY hereunder, CITY shall secure to COUNTY during the Lease term the quiet and peaceful possession of the Premises and all right and privilege appertaining thereto.”

WHEREAS, to protect the interests of the County of San Bernardino under the County Library Lease Agreement and to ensure compliance with Section 31 thereof , the City has not granted and will not grant to the Finance Authority the right to enter/re -lease the Premises in the event of a default by the City of Hesperia under the Property Lease, and

WHEREAS, the City of Hesperia and the County of San Bernardino further wish to provide for the subordination of the County Library Lease Agreement to future leases (“Future Financing Leases”; together with the 2023 Financing Leases, the “Financing Leases”) executed by the City of Hesperia in connection with similar financings , as long as the City of Hesperia shall require the Finance Authority or other counterparties to the Future Financing Leases to waive the right to enter/re-lease the Premises in the event of a default by the City of Hesperia under such Future Financing Leases; and

WHEREAS, it is to the mutual benefit of the parties hereto that Financing Leases be entered into, and the County of San Bernardino is willing that th e Financing Leases, when recorded, shall constitute a lien or charge upon the Premises which is unconditionally prior and superior to the County Library Lease Agreement and to the leasehold estate created thereby, subject to the terms hereof.

NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknow ledged, it is hereby declared, understood and agreed as follows:

(1) That said Financing Leases, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien or charge on the Premises, prior and superior to the County Library Lease Agreement , to the leasehold estate created thereby and to all rights and privileges of County of San Bernardino thereunder, and said County Library Lease Agreement and the leasehold estate created thereby together with all rights and privileges of the County of San Bernardino thereunder is hereby subjected, and made subordinate, to the lien or charge of the Financing Leases and the leasehold estates created thereby in favor of the City of Hesperia and the Finance Authority.

(2) That to protect the interests of the County of San Bernardino under the County Library Lease Agreement, the Finance Authority has waived or will waive the right to enter/re-lease the Premises in the event of a default by the City of Hesperia under the Prop erty Lease, and the City of Hesperia shall require the Finance Authority or such other counterparties to the Future Financing Leases to waive the right to enter/re -lease the Premises in the event of a default by the City of Hesperia under such Future Financing Leases.

(3) To further protect the interests of the County of San Bernardino under the County Library Lease Agreement, the City of Hesperia has covenanted in Section 31 of the County Library Lease Agreement, and hereby ratifies and confirms such covenant, as follows:

3 “31. QUIET ENJOYMENT: Subject to the provisions of this Lease and conditioned upon performance of all the provisions to be performed by COUNTY hereunder, CITY shall secure to COUNTY during the Lease term the quiet and peaceful possession of the Premises and all right and privilege appertaining thereto.”

(4) That this Agreement shall be the whole and only agreement with regard to the subjection and subordination of the County Library Lease Agreement and the leasehold estate created there by together with all rights and privileges of County of San Bernardino thereunder to the lien or charge of the Financing Leases and shall supersede and cancel, but only insofar as would affect the priority between the County Library Lease Agreement and the Financing Leases, any prior agreements as to such subjection and subordination, including, but not limited to, those provisions, if any, contained in the County Library Lease Agreement that provide for the subjection or subordination of the County Library Lease Agreement and the leasehold estate created thereby to Financing Leases or similar type leasehold estates.

County of San Bernardino declares, agrees, and acknowledges that:

(a) the County consents to and approves (i) all provisions of the Financing Leases, and (ii) any assignments of the Financing Leases in connection with the issuance of the Bonds; and

(b) the County intentionally and unconditionally waives, relinquishes, subjects and subordinates the County Library Lease Agreement and the leasehold estate created thereby together with all rights and privileges of County thereunder in favor of the lien or charge upon the Premises of the Financing Leases in favor of City of Hesperia and the Finance Authority , and understands that in reli ance upon this waiver, relinquishment, subjection and subordination, the Bonds have been or will be issued and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into b ut for said reliance upon this waiver, relinquishment, subjection, and subordination.

NOTICE: THIS SUBORDINATION AGREEMENT PROVIDES FOR THE SUBORDINATION OF

THE COUNTY LIBRARY LEASE AGREEMENT TO CERTAIN FINANCING LEASES, THE

PROCEEDS OF WHICH MAY BE EXPEN DED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.

IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO .

COUNTY OF SAN BERNARDINO

Attest

By: By:
[to come] [to come]

CITY OF HESPERIA

4 Attest

By: By:
[to come] [to come]

ACKNOWLEDGED AND ACCEPTED:

HESPERIA JOINT PUBLIC FINANCE

AUTHORITY

Attest

By: By:
[to come] [to come]

(ALL SlGNATURES MUST BE ACKNOWLEDGED)

[Notary Form]

EXHIBIT A

LEGAL DESCRIPTION

The land described herein is situated in the State of California, County of San Bernardino, City of Hesperia, and is described as follows:

Parcel 7 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the Office of the County Record