BPA - Moreno Valley PFA Electric System Revenue Bonds 2026A.pdf — Moreno Valley City Council, May 5, 2026

1 $__________

MORENO VALLEY PUBLIC FINANCING AUTHORITY
ELECTRIC SYSTEM REVENUE BONDS, SERIES 2026A

BOND PURCHASE AGREEMENT
_______, 2026
Moreno Valley Public Financing Authority
14177 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552-0805

City of Moreno Valley
14177 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552-0805

Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) hereby offers to en ter into this Bond Purchase Agreement (the “ Purchase Agreement”) with you, the Moreno Valley Public Financing Authority (the “Authority”) and the City of Moreno Valley (the “City”), for the purchase by the Underwriter and the delivery by the Authority of the above-referenced Bonds (the “ Bonds”).

The proceeds of the Bonds will be used to: (i) finance the design, acquisition and construction of certain capital improvements to the Electric System of the City ; (ii) refund certain outstanding bonds of the Auth ority; (iii) purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Bonds (the “Policy”); (iv) purchase a municipal bond debt service reserve insurance policy for deposit in the Reserve Fund (the “Reserve Policy”) for the Bonds; and (v) pay costs incurred in connection with the issuance of the Bonds . This offer is subject to your acceptance prior to 11:59 p.m., California time, on the date hereof and if not so accepted will be subject to withdrawal by the Und erwriter upon written notice delivered to the Authority and the City at any time prior to the acceptance thereof by the Authority and the City. Upon such acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon you and the Underwriter. All terms not defined herein shall have the meanings set forth in the Indenture and the Installment Purchase Agreement (each defined below).

The Authority and the City acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction among the City, the Authority and the Underwriter in which the Underwriter is acting solely as a principal and not as an agent of the Authority or the City and the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the Authority or the City; (ii) the Underwriter has not assumed any advisory or fiduciary re sponsibility to the Authority or the City with respect to the transaction contemplated by this Purchase Agreement and the discussions, undertakings or procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters);

2 (iii) the only obligations the Underwriter has to the Authority and the City with respect to the transaction contemplated by this Purchase Agreement are expressly set forth in this Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the Authority and the City; and (v) the Authority and the City have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent the Authority and the City have deemed appropriate. The Authority acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Und erwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

1. Upon the terms and conditions and upon the basis of the representations herein set forth, the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the $__________ aggregate principal amount of the Bonds to be dated the Closing Date, at a price of $________, being the principal amount of the Bonds, plus a net original issue premium of $_______, less an Underwriter’s discount of $________.

The Bonds shall mature in the amounts and on the dates, and bear interest at the rates, set forth in Exhibit A hereto. The Bonds shall be as described in and shall be secured under and pursuant to an Indenture of Trust, dated as of _______ 1, 2026 (the “Indenture”), between the Authority and Wilmington Trust, National Association , as trustee (the “ Trustee”), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority , the City, the Trustee and the Underwriter. The Bonds shall be subject to redemption as set forth in the Indenture.

The obligation of the Authority to pay the principal of and interest on the Bonds is a special obligation of the Authority, payable solely from Authority Revenues (as defined in the Indenture), and certain other amounts held under the Indenture. Authority Revenues consist prima rily of Series 2026A Installment Payments (referred to herein as “Installment Payments”) made by the City to the Authority pursuant to the Installment Purchase Agreement, dated as of ______ 1, 2026, between the Authority and the City (the “ Installment Purchase Agreement”). The principal of and interest on the Bonds are not required to be paid from any other funds of the Authority, including any proceeds of any taxes, and the Bonds do not constitute a debt or pledge of the faith and credit of the Authority or the State of California (the “ State”) or any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction.

The obligation of the City to make Installment Payments under the Installment Purchase Agreement is a special obligation of the City, secured by a pledge of Revenues and payable solely from Net Electric System Revenues of the City’s Electric System.

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under the Policy to be issued concurrently with the delivery of the Bonds by _______ (the “Insurer”). The Insurer will also issue the Reserve Policy concurrently with the delivery of the Bonds.

The Authority and the City hereby ratify the use by the Underwriter of the Preliminary Official Statement, dated [POS Date] relating to the Bonds (together with the cover page and all appendices thereto, and any supplements thereof, the “ Preliminary Official Statement ”), and authorize the Underwriter to use and distribute th e Preliminary Official Statement, the Official Statement (as defined below), the Indenture, the Installment Purchase Agreement, the Continuing

3 Disclosure Certificate as required by Securities and Exchange Commission Rule 15c2 -12 (“ Rule 15c2-12”), dated the Closing Date relating to the Bonds (the “ Continuing Disclosure Certificate”), and substantially in the form attached as an appendix to the Official Statement, executed by the City and the dissemination agent named therein, and this Purchase Agreement, and all information contained therein, and all other documents, certificates and statements furnished by the Authority and the City to the Underwriter in connection with the offer and sale of the Bonds by the Underwriter.

The Authority and the City have heretofore “deemed final” the Preliminary Official Statement within the meaning of Rule 15c2-12.

The City will undertake pursuant to the Continuing Disclosure Certificate to provide certain annual financial and operating information and notices of the occurrence of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement . This undertaking will be entered into in order to assist the Underwriter in complying with Rule 15c2-12.

2. The Underwriter agrees to offer all the Bonds to the public initially at the prices (or yields) set forth on the inside cover page of the Official S tatement of the Authority pertaining to the Bonds, dated [BPA Date] (together with all appendices thereto, and with such changes therein and supplements thereto and as are consented to in writing by the Underwriter, and with the Preliminary Official Statem ent, are herein called the “ Official Statement ”). Subsequent to the initial public offering of the Bonds, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bon ds subject to Section 5 hereof. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received.

3. The Authority shall also deliver a sufficient number of copies of the Official Statement to enable the Underwrit er to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on the End Date (defined below). The Authority shall deliver these copies to the Underwriter no later than the earlier of (i) seven (7) business days after the execution of this Purchase Agreement or (ii) one (1) business day prior to the Closing Date in order to permit the Underwrite r to comply with Rule 15c2 -12, and the applicable rules of the MSRB, with respect to distribution of the Official Statement. The Authority and City shall prepare the Official Statement, including any amendments thereto, in word -searchable PDF format as de scribed in the MSRB’s Rule G -32 and shall provide the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriter no later than one (1) business day prior to the Closing Date to enable the Underwriter to comply with MSRB Rule G-32.

The Underwriter shall inform the City in writing of the End Date, and covenants to file the Official Statement with the MSRB on a timely basis.

The Official Statement, as of its date, as of the Closing Date (as defined herein) and as of the date of any update, amendment or supplement thereto as required hereby subsequent to the Closing, up to and including the date which is twenty -five (25) days following the end of the Underwriting Period (as hereinafter defined) (the “End Date”), will be correct and complete in all material respects

4 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 the light of the circumstances under which they were made, not misleading.

If, after the date of this Purchase Agreement and until the earlier of (i) ninety (90) days after the end of the “underwriting period” (as defined in Rule 15c2 -12) (the “Underwriting Period”), or (ii) twenty-five (25) days following the end of the Underwrit ing Period if the Official Statement is available to any person from the MSRB as contemplated by Rule 15c2 -12(b)(4), any event shall occur or circumstance shall exist of which the Authority or the City have knowledge that would cause the Official Statement 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 of the circumstances under which they were made, not misleading, the Authority or the City, as the case may be, s hall notify the Underwriter (and for the purpose of this Section provide the Underwriter with such information as it may from time to time reasonably request), and, if in the opinion of the City, the Authority or the Underwriter such event or circumstance requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority and the City will, at their expense, supplement or amend the Official Statement in a form and manner jointly approved by the City, the Authority and the Underwriter and furnish to the Underwriter a reasonable number of copies of such supplement or amendment provided that the Underwriter agrees that it will promptly notify the Authority and the City of the end of the Underwriting Period. The end of the Underwriting Period shall be the Closing Date unless the Underwriter informs the City and Authority in writing that the end of the Underwriting Period will be a different date.

4. At 8:30 a.m., Pacific Time, on [Closing Date], or at such other time or dat e as shall be agreed upon by the Underwriter , Authority and the City (such time and date being herein referred to as the “ Closing Date”), the Authority will deliver to the Underwriter, at a location or locations to be designated by the Underwriter, the Bon ds in book -entry form (all Bonds having had the CUSIP numbers assigned to them thereon), duly executed by an authorized officer of the Trustee as provided in the Indenture, and the other documents herein mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Agreement in immediately available funds (such delivery and payment being herein referred to as the “Closing”).

Upon initial issuance, the ownership of such Bonds shall be registered in the registration books kept by the Trustee in the name of Cede & Co., as the nominee of The Depository Trust Company.

It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms of this Purchase Agreement.

5. A. The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or pr ices to the public of the Bonds.

5 B. Except as otherwise set forth in Exhibit A attached hereto, the Authority 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. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherw ise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.

C. The U nderwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to t reat 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 Underwriter will neither offer nor sell unsold Bonds of that maturity 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:
a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating 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:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing

6 Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement relating to the initi al sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer 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 allocated to it, whether or not the Closing Date has occurred, u ntil either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

E. The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, t he agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to t he Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement 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 the 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 Authority further acknowledges that the Underwriter shall not be liable for the failure 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 the 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 Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not consti tute sales to the public for purposes of this section.

Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;

7 b. “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (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);
c. 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 (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ow nership by one corporation of another), (B) 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 (C) more than 50% common ownership of the value of the outstanding 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
d. “sale date” means the date of execution of this Purchase Agreement by all parties.

6. The Underwriter represents to and agrees with the Authority and the City that, as of the date hereof and as of the Closing Date:
(i) The Underwriter is duly authorized to execute this Purchase Agreement and to take any action under this Purchase Agreement required to be taken by it; (ii) The Underwriter is in compliance with MSRB Rule G -37 with respect to the Authority and the C ity, and is not prohibited thereby from acting as the underwriter with respect to securities of the Authority and the City; and (iii) The Underwriter has, and has had, no financial advisory relationship, as that term is defined in California Government Cod e Section 53590 (c) or MSRB Rule G -32, with the City or the Authority with respect to the Bonds, and no investment firm controlling, controlled by or under common control with such Underwriter have or has had any such financial advisory relationship; and

7. The Authority represents, warrants and covenants to the Underwriter that:
(a) The Authority is a joint exercise of powers authority duly organized and validly existing pursuant to the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Indenture, the Installment Purchase Agreement and this Purchase Agreement (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) Neither the execution and delivery of the Authority Documents, or the approval of the Preliminary Official Statement or the approval and execution of the Official

8 Statement, and compliance with the provisions on the Authority ’s part contained therein, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of the terms hereof and thereo f, conflicts with or constitutes a breach of or default under nor contravenes 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 oth erwise subject, nor does any such execution, delivery, adoption or compliance result in a security interest in or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative reg ulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents.
(c) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Authority required for the execution and delivery of the Bonds or the consummation by the Authority of the other transact ions contemplated by the Preliminary Official Statement, the Official Statement and this Purchase Agreement. (d) To the best of the knowledge of the Authority, there is, and on the Closing there will be, no action, suit, proceeding or investigation at law or i n equity before or by any court or governmental agency or body pending or threatened against the Authority to restrain or enjoin the delivery of any of the Bonds, or the payments to be made pursuant to the Indenture, or in any way contesting or affecting t he validity of the Authority Documents or of the Authority to enter into the Authority Documents or contesting the powers of the Authority to perform its obligations under any of the foregoing or in any way contesting the powers of the Authority in connection with any action contemplated by this Purchase Agreement, or in any way questioning or challenging the tax status of interest on the Bonds.
(e) As of its date and as of the date hereof, the information under the caption “THE AUTHORITY” in the Preliminary Of ficial Statement was and is true and correct in all material respects and such information did not and does not contain any untrue or misleading statement of a material fact or omitted 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. (f) As of the date thereof and at all times subsequent thereto up to and including the End Date, the information under the caption “THE AUTHORITY” in the Official Statement wi ll be complete and will not contain any untrue or misleading statement of a material fact or omit to state any material fact (unless an event occurs of the nature described in Section 7(k) below) necessary to make the statements therein, in the light of th e circumstances under which they were made, not misleading.
(g) The Authority agrees to cooperate with the Underwriter, at no cost to the Authority, in endeavoring to qualify the Bonds for offering and sale under the securities or blue sky laws of such juris dictions of the United States as the Underwriter may request; provided, however, that the Authority will not be required to execute a special or general consent to service of process in any jurisdiction in which it is not now so subject or to qualify to do business as a foreign agency in any jurisdiction where it is not so qualified.
(h) By official action of the Authority prior to or concurrently with the execution hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the

9 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 con templated by the Preliminary Official Statement, the Official Statement and this Purchase Agreement.
(i) The Authority is not in breach of or default under any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or 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 a default or an event of default under any such instrument.
(j) The Authority is not in default, nor has been in default at any time, as to the payment of principal or interest with respect to an obligation issued by the Authority or with respect to an obligation guaranteed by the Authority as guarantor. (k) If the information relating to the Authority, its functions, duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subsection, at the time of each supplement or amendment thereto and (unless subsequently again supple mented or amended pursuant to such subsection) at all times subsequent thereto up to and including the End Date, the portions of the Official Statement so supplemented or amended (provided, however, the Authority makes no warranty, representation or covena nt with respect to any financial and statistical data contained therein or information provided by the Underwriter) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading. (l) No consent, approval, authorization or other action by a governmental or regulatory authority that has not been obtained is or will be required of the Authority for the delivery and sale of the Bonds or the consummation of the other transactions contemplated by this Purchase Agreement, the Preliminary Official Statement and the Official Statement, except as may be required under the state securities or blue sky laws in connection with the sale of the Bonds by the Underwriter.
(m) Any certificate of the Authority delivered to the Underwriter shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. (n) 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 the Authority does not and will not have outstanding any indebtedness which is secured by a lien on the Insta llment Payments superior to or on a parity with the lien of the Bonds thereon. (o) Between the date of this Purchase Agreement and the date of Closing, the Authority will not, without the prior written consent of the Underwriter, 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. (p) The Authority is not presently and as a result of the execution of the Authority Documents and the sale of the Bonds will not be in violation of any debt limitation, appropriation limitation or any other provision of the California Constitution or statutes or any

10 additional debt or similar provision of any bond, note, co ntract or other evidence of indebtedness to which the Authority is a party or to which the Authority is bound. (q) The Authority will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of th e Bonds to be applied in a manner other than as provided in the Authority Documents, unless otherwise required by law.

8. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a municipal corporation and charter city duly organized under the laws of the State of California, and has all necessary power and authority to enter into and perform its duties under the Installment Purchase Agreement, the Continuing Disclosure Certificate , and this Purchase Agreement (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) Neither the execution and delivery of the Cit y Documents, or the approval of the Preliminary Official Statement or the approval and execution of the Official Statement, and compliance with the provisions on the City’s part contained therein, nor the consummation of any other of the transactions here in and therein contemplated, nor the fulfillment of the terms hereof and thereof, conflicts with or constitutes a breach of or default under nor contravenes any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolu tion, agreement or other instrument to which the City is a party or is otherwise subject, nor does any such execution, delivery, adoption or compliance result in a security interest in or encumbrance of any nature whatsoever upon any of the properties or a ssets of the City 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 City Documents. (c) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the City required for the execution and delivery of the Bonds or the consummation by the City of the other transactions contemplated by the Preliminary Official Statement, the Official Statement and this Purchase Agreement. (d) To the best of the knowledge of the City, there is, and on the Closing there will be, no acti on, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the City to restrain or enjoin the delivery of any of the Bonds, or the payments to be made pursuant to the Installment Purchase Agreement and Indenture, or in any way contesting or affecting the validity of the City Documents or of the City to approve or enter into the City Documents, or in any way questioning or challenging the tax status of interest on the Bonds.
(e) As of its date and as of the date hereof, the information relating to the City, the Bonds and the Electric System contained in the Preliminary Official Statement was and is true and correct in all material respects and such information did not and does not contain any untrue or misleading statement of a material fact or omitted 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

11 (f) As of the date thereof and a t all times subsequent thereto up to and including the End Date, the information relating to the City, the Bonds and the Electric System contained in the Official Statement will be complete and will not contain any untrue or misleading statement of a material fact or omit to state any material fact (unless an event occurs of the nature described in Section 8(k) below) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) The City agrees to cooperate with the Underwriter, at no cost to the City, in endeavoring to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the C ity will not be required to execute a special or general consent to service of process in any jurisdiction in which it is not now so subject or to qualify to do business as a foreign agency in any jurisdiction where it is not so qualified.
(h) By official acti on of the City prior to or concurrently with the execution hereof, the City has duly approved the distribution of 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 contained in the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Official Statement and this Purchase Agreement.
(i) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States 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 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 a default or an event of default under any such instrument.
(j) The City is not in material default, nor has been in material default at any time, as to the payment of principal or interest with respect to an obligation issued by the City or with respect to an obligation guaranteed by the City as guarantor. (k) If the information relating to the Electric System , the City, its functions, duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subsection, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including the End Date, the portions of the Official Statement so supplemented or amended (provided, however, the City makes no warranty, representation or covenant with respect to any financial and statistical data contained therein or information provided by the Underwriter) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading. (l) The City covenants that it wil l comply with all tax covenants relating to it in the City Documents and the Tax Certificate of the City. (m) The written information supplied by the City to the Underwriter with respect to the financial information relating to the Electric System is true, cor rect and complete in all material respects for the purposes for which it was supplied.

12 (n) No consent, approval, authorization or other action by a governmental or regulatory agency that has not been obtained is or will be required of the City for the delivery and sale of the Bonds or the consummation of the other transactions contemplated by this Purchase Agreement, the Preliminary Official Statement and the Official Statement, except for such licenses, certificates, approvals, variances or permits which may be necessary for the construction or operation of the Electric System which the City has applied for (or will apply for in the ordinary course of business) and expects to receive, and except as may be required under the state securities or blue sky laws in connection with the sale of the Bonds by the Underwriter. (o) The City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided in the In denture and as described in the Preliminary Official Statement and Official Statement, unless otherwise required by law.
(p) Any certificate of the City delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (q) 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, the City does not and will not have outstanding any indebtedness which is secured by a lien on the Net Electric System Revenues superior to or on a parity with the lien thereon established under the Indenture. (r) Between the date of this Purchase Agreement and the date of Closing, the City will not, without the prior written consent of the Underwriter, 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 Net Electric System Revenues.
(s) The City is not presently and as a result of the execution of the City Documents and the sale of the Bonds will not be in violation of any debt limitation, appropriation limitation or any other provision of the Califo rnia Constitution or statutes or any additional debt or similar provision of any bond, note, contract or other evidence of indebtedness to which the City is a party or to which the City is bound.
(t) Based on a review of its previous undertakings, the City has not, in the last five years, failed to comply in any material respect with its obligations under any continuing disclosure undertaking entered into pursuant to Rule 15c2 -12 except as disclosed in the Preliminary Official Statement and the Official Statement. The City will undertake, pursuant to the Continuing Disclosure Certificate to provide annual reports and notices of certain events in accordance with the requirements of Rule 15c2-12.

9. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the Authority and the City contained herein, and upon the accuracy of the statements to be contained in the documents and instrument s to be delivered at the Closing. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:
(a) At the time of Closing, this Purchase Agreement, the Indenture, the Installment Purchase Agreement, and the Continuing Disclosure Certificate (collectively the “Legal

13 Documents”), all as described in the Preliminary Official Statement and the Official Statement, shall be in full force and effect as valid and binding agreements between or among the vario us parties thereto, and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and there shall be in full force and effect such resolutions as, i n the opinion of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), shall be necessary in connection with the transactions contemplated hereby. (b) At or prior to the Closing, the Underwriter shall receive the following documents, in each case satisfactory in form and substance to them:
(1) The unqualified approving opinion of Bond Counsel, dated the date of Closing, addressed to the Authority, the City , the Trustee and the Underwriter (or a reliance letter to the Trustee and the Underwriter), in substantially t he form attached as Appendix C to the Official Statement.
(2) A supplemental opinion of Bond Counsel, dated as of the date of Closing addressed to the Underwriter, in substantially the form attached hereto as Exhibit D:
(3) A letter from Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel, dated the date of Closing and addressed to the Underwriter in substantially the form attached hereto as Exhibit C.
(4) An opinion of counsel to the Authority, dated the date of Closing in form and substance satisfactory to the U nderwriter and Bond Counsel, addressed to the Authority, the City and the Underwriter, to the effect that:
(i) the Authority is a joint exercise of powers authority, organized and validly existing under the laws of the State of California; (ii) the resolution of the Authority approving the Preliminary Official Statement and approving and authorizing the execution and delivery of the Official Statement and the Authority Documents was adopted by the Board of Directors at its regular meeting on May 5, 2026 at which a quorum was present and acting throughout, and the resolution is in full force and effect;
(iii) Upon information and belief, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened in any way affecting the existence of the Authority, or which would materially adversely impact the Authority’s ability to complete the transactions contemplated by the Authority Documents, the Official Statem ent or any other document or certificate related to such transactions, restrain or to enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds thereof in accordance with the Indenture or restrain or enjoin the pledge of and lie n on Authority Revenues, under the Indenture, or in any way contesting or affecting the validity of the Bonds, the Official Statement or the Authority Documents; and

14 (iv) upon information and belief, the Authority is not in breach of or in default under any app licable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or un der any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority under the Authority Documents.
(5) An opinion of the City Attorney , dated the date of Closing in form and substance satisfactory to the Underwriter and Bond Counsel, addressed to the City, the Authority and the Underwriter, to the effect that:
(i) the C ity is a general law city and municipal corporation, organized and validly existing under the laws of the State of California; (ii) the resolutions of the City approving the Preliminary Official Statement and approving and authorizing the execution and delivery of the Official Statement and the City Documents was adopted by the City Council at its regular meeting on May 5, 2026 at which a quorum was present and acting throughout, and the resolution is in full force and effect; (iii) upon information and belief, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened in any way affecting the existence of the City, or which wo uld materially adversely impact the City’s ability to complete the transactions contemplated by the City Documents, the Official Statement or any other document or certificate related to such transactions, restrain or to enjoin the sale, issuance or delive ry of the Bonds or the application of the proceeds thereof in accordance with the Indenture or restrain or enjoin the pledge of and lien on Revenues , under the Installment Purchase Agreement, or in any way contesting or affecting the validity of the Bonds, the Official Statement or the City Documents; and (iv) upon information and belief, the City is not in breach of or in default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any d epartment, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the City under the City Documents.
(6) The opinion of counsel to the Trustee, dated the date of Closing in form and substance satisfactory to the Underwriter and Bond Counsel, and addressed to the Authority, the City and the Underwriter, to the effect that:

15 (i) the Trustee is a national banking association duly organized and validly existing under the laws of the United States; (ii) the Trustee has duly authorized the execution and delivery of the Indenture;
(iii) the Indenture has been duly entered into and delivered by the Trustee and assuming due, valid and binding authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally, or by general principles of equity; (iv) the Trustee has duly authenticated and delivered the Bonds in its capacity as trustee under the Indenture;
(v) acceptance by the Trustee of the duties and obligations under the Indenture and compliance with provisions thereof will not conflict with or constitute a breach of or default under any law or administrative regulation to which the Trustee is subject; and
(vi) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the Indenture have been obtained and are in full force and effect.
(7) An opinion dated the date of the Closing and addresse d to the Underwriter, of Kutak Rock LLP, counsel to the Underwriter (“ Underwriter’s Counsel”), in such form as may be acceptable to the Underwriter. (8) A certificate, dated the date of Closing, signed by a duly authorized official of the Authority satisfactory in form and substance to the Underwriter and Bond Counsel, (a) confirming as of such date the representations and warranties of the Authority contained in this Purchase Agreement; (b) certifying that the Authority has complied with all agreem ents, covenants and conditions to be complied with by the Authority at or prior to the Closing under the Authority Documents; and (c) certifying that to the best of such official’s knowledge, 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 the statements or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in orde r to make the statements and information therein not misleading in any material respect. (9) A certificate or certificates, dated the date of Closing, signed by a duly authorized official of the City satisfactory in form and substance to the Underwriter and Bo nd Counsel, (a) confirming as of such date the representations and warranties of the City contained in this Purchase Agreement; (b) certifying that

16 the City has complied with all agreements, covenants and conditions to be complied with by the City at or pr ior to the Closing under the City Documents; and (c) certifying that to the best of such official’s knowledge, no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing the statements or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect.
(10) A certificate, dated the date of the Preliminary Official Statement, signed by a duly authorized official of the Authority deeming the Preliminary Official Statement “final” for purposes of Rule 15c2-12.
(11) A certificate, dated the date of the Preliminary Official Statement, signed by a duly authorized official of the City deeming the Preliminary Official Statement “final” for purposes of Rule 15c2-12.
(12) An executed or certified copy of each of the Legal Documents. (13) A true, correct and complete copy of the Res olution of the City Council approving the City Documents and a certificate dated as of the date of Closing of a duly authorized officer of the City to the effect that such resolution has not been amended, modified or rescinded since adoption (except as agr eed to in writing by the Underwriter) and is in full force and effect as of the date of Closing. (14) A true, correct and complete copy of the Resolution of the Authority Board of Directors approving the Authority Documents and a certificate dated as of the date of Closing of a duly authorized officer of the Authority to the effect that such resolution has not been amended, modified or rescinded since adoption (except as agreed to in writing by the Underwriter) and is in full force and effect as of the date of Closing.
(15) An executed copy of the Official Statement.
(16) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and del ivery of documents such as the Bonds and the Indenture.
(17) A certificate of the City with respect to the Electric System evidencing that the insurance required by the Installment Purchase Agreement has been procured and is in full force and effect.
(18) A Tax Certificate of the Authority and the City in form and substance acceptable to Bond Counsel.
(19) A certificate of the Trustee, dated the Closing Date to the effect that:
(i) the Trustee is duly organized and existing as a national banking association in good standing u nder the laws of the United States,

17 having the full power and authority to accept and perform its duties under the Indenture;
(ii) subject to the provisions of the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture; (iii) the Trustee has duly authorized and executed the Indenture ; and
(iv) the Trustee has duly authenticated and delivered the Bonds in its capacity as trustee under the Indenture.
(20) Evidence that the Bonds have been given the rating s set forth in the Official Statement and that such ratings continue in effect as of the date of Closing. (21) The Policy, duly executed by the Insurer.
(22) The Reserve Policy, duly executed by the Insurer
(23) An opinion of counsel to the Insurer, dated the Closing Date, addressed to the Authority and the Underwriter, in form and substance satisfactory to the Underwriter and Bond Counsel.
(24) A certificate or certificate s of the Insurer, dated the Closing Date, as to the accuracy of the information relating to the Insurer, the Policy and the Surety included in the Official Statement and such other matters reasonably requested by the Underwriter and Bond Counsel.
(25) Evidence that a federal tax information form 8038 -G has been prepared for filing with respect to the Bonds.
(26) 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.
(27) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Underwriter and Underwriter’s Counsel may reasonably request to evidence compliance with legal requirements, the truth and accuracy, as of the time of Closing, of the representations contained herein and in the Official Statement and the due performance or satisfaction by the Trustee and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied.
(c) All matters relating to this Purchase Agreement, the Bonds and the sale thereof, the Legal Documents and the consummation of the transactions contemplated by this Purchase Agreement shall have been approved by the Underwriter, such approval not to be unreasonably withheld.

If the conditions to the Underwriter’s obligations contained in this Purchase Agreement are not satisfied or if the Underwriter’s obligations shall be terminated for any reason permitted by this

18 Purchase Agreement, this Purchase Agreement shall terminate and none of the Underwriter, the City nor the Authority shall have any further obligation hereunder.

10. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefore, by written notification to the Authority and the City if at any time at or prior to the Closing:
(i) Legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to alter, directly or indirectly, federal income taxation upon interest received on obligations of the general c haracter of the Bonds, or the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; or (ii) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; or (iii) A general su spension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in for ce on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, the establishment of material restrictions (not in force as of the d ate hereof) upon trading securities generally by any governmental authority or any national securities exchange, or any material increase of restrictions now in force (including, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter); or (iv) A general banking moratorium shall have been established by federal, New York or California authorities; or

19 (v) A decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended and the Trust Indenture Act of 1939, as amended; or
(vi) Establishment of any new restrictions in securities materially affecting the free market for securities of the same nature as the Bonds (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Co ngress of the United States, or by Executive Order; or
(vii) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (viii) Any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority or the City, its property, income or securities (or interest thereon), or the ability of the City to execute the Inst allment Purchase Agreement or the Authority to issue the Bonds and pledge the Revenues as contemplated by the Indenture and the Official Statement; or (ix) There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United S tates of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(x) There shall have occurred any materially adverse change in the affairs or f inancial position, results of operations or condition, financial or otherwise, of the Authority or the City, other than changes in the ordinary course of business or activity or in the normal operation of the Authority or the City, except as described in t he Preliminary Official Statement and the Official Statement; or
(xi) Any event shall occur or facts are discovered which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to s tate a material fact necessary in order to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, provided, however, the Underwriter shall not terminate this Purchase Agreement if prior to the Closing and prior to the distribution of the Official Statement to any public investor the Authority, the City and the Underwriter agree to and shall have amended or supplemented the Official Statement so that the Official Statement as so amended or supplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the light of the circumstances in which they were made, not misleading, and, in the sole judgment of th e Underwriter, such

20 amendment or supplement would not have a material adverse effect on the marketability or market price of the Bonds on the terms and conditions contemplated by this Purchase Agreement or the ability of the Underwriter to enforce contract s with investors for the sale of Bonds; or
(xii) An event described in Section 7(k) or 8(k) hereof shall have occurred which, in the reasonable professional judgment of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement; or (xiii) The marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets; or (xiv) The suspension by the SEC of the trading in the outstanding bonds of the Authority or the City; or
(xv) Any rating of the Bonds or other obligations of the Insurer by a national rating agency shall have been withdrawn or downgraded or placed on negative outlook or negative watch; or
(xvi) Any rating of the Bonds or other obligations of the Authority or the City by a national rating agency shall have been withdrawn , suspended or downgraded or placed on negative outlook or negative watch.

11. Performance by the Authority and the City of their respective obligations under this Purchase Agreement is conditioned upon (i) performance by the Underwriter of its obligations hereunder, and (ii) receipt by the Authority, the City or the Underwriter of all opinions and certificates to be delivered at Closing by persons and entities other than the Authority or the City.

12. After the Closing and until the End Date (a) neither the Authority nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter sh all object in writing or which shall be disapproved by the Underwriter, and (b) if any event relating to or affecting the Bonds, the Authority or the City shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supp lement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Bonds, and the Authority will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of 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 an initial purchaser of the Bonds, not misleading. The costs of preparing any necessary am endment or supplement to the Official Statement to be utilized until the End Date shall be borne by the Authority and any costs incurred thereafter incident to amending or supplementing the Official Statement shall be borne by the Underwriter. For the pur poses of this Section, the Authority will furnish such information with respect to itself as the Underwriter may from time to time request.

13. (a) The Underwriter shall be under no obligation to pay, and the City or Authority shall pay or cause to be paid out of the proceeds of the Bonds, all expenses incident to the

21 performance of the Authority’s and City’s obligations hereunder, including but not limited to: the cost of photocopying and delivering the Bonds to the Underwriter; the cost of prep aring, printing (and/or word processing and reproducing), distributing and delivering the City Documents and the Authority Documents, and the cost of printing, distributing and delivering the Preliminary Official Statement and the Official Statement in suc h reasonable quantities as requested by the Underwriter; and the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor, any accountants, financial advisors or other engineers or experts or consultants the Authority or the City have retained in connection with the Bonds and expenses (included in the expense component of the Underwriter’s spread) incurred on behalf of the Authority or City officers or employees which are incidental to implementing this Purchase Agreement, including , but not limited to, meals, transportation, and lodging of those officers or employees. (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, neither the Authority nor the City shall be under any obligation to pay, and the Authority and City shall not pay, any expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in subsection (a) of this section), including any advertising expenses and the f ees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda , the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure undertaking compliance review and the fees and disbursements of Underwriter’s Counsel. The Authority and the City acknowledge that some or all of the expenses to be paid by the Underwriter may be included as part of the expense component of the underwriting discount or may be reimbursed to the Underwriter as out -of-pocket expenses.

14. Any notice or other communication to be given to the Underwriter may be given by delivering the same to Stifel, Nicolaus & Company, Incorporated , 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Public Finance. Any notice or other communication to be given to the Authority or the City may be given by delivering the same to addresses initially provided herein, Attention: Executive Director with respect to the Authority and Attention: City Manager with respect to the City. The approval of the Underwriter when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you.

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

16. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which such counterparts shall together constitute but one and the same instrument.

17. The representations and warranties of the Authority and the City set forth in or made pursuant to this Purchase Agreement s hall 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 warranties of the Authority and the City and regardless of delivery of and payment for the Bonds.

22 18. The primary role of the Underwriter, as underwriter, is to purchase the Bonds for resale to inve stors in an arms -length commercial transaction among the City, the Authority and the Underwriter. The Underwriter, as underwriter, has financial and other interests that differ from those of the Authority and the City.

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

20. This Purchase Agreement shall be gov erned by the laws of the State of California.

This Purchase Agreement shall not be assigned by any of the parties hereto.

21. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds by the Authority to the Underwriter and represents the entire agreement of the parties as to the subject matter herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

S-1

22. Any provision of this Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisi ons of this Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:

Authorized Officer
The foregoing is hereby agreed to and accepted as of the date first above written:

MORENO VALLEY FINANCING

AUTHORITY

By:

Authorized Officer
Time of Execution: _____________ p.m. California time

CITY OF MORENO VALLEY
By:

Authorized Officer
Time of Execution: _____________ p.m. California time

[EXECUTION PAGE OF BOND PURCHASE AGREEMENT – MORENO

VALLEY PUBLIC FINANCING AUTHORITY ELECTRIC SYSTEM
REVENUE BONDS, SERIES 2026A]

A-1

EXHIBIT A
$__________

MORENO VALLEY PUBLIC FINANCING AUTHORITY
ELECTRIC SYSTEM REVENUE BONDS, SERIES 2026A

MATURITY SCHEDULE

Maturity
(May 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
20__(T)
20__(T)
20__(T)
_________________
(T) Term Bond.
(C) Priced to optional call at [par] on May 1, 20__.
* At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

B-1

EXHIBIT B
$__________

MORENO VALLEY PUBLIC FINANCING AUTHORITY
ELECTRIC SYSTEM REVENUE BONDS, SERIES 2026A

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 issuance of the above -captioned obligations (the “Bonds”) based upon the information available to it.

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

2. Defined Terms.
(a) 10% Maturities means those Maturities of the Bonds shown in Schedule A hereto as the “10% Maturities.”
(b) Issuer means Moreno Valley Public Financing Authority. (c) 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 t reated as separate Maturities.
(d) 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. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwrit er 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 participat e in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The Issuer may rely on the statements made herein in connec tion with making the representations set forth in the Tax Certificate to which this Issue Price Certificate is attached and in its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Stradling Yocca Carlson & Rauth LLP may also rely on this Issue Price Certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. Except as expressly set forth above, the certif ications set forth herein may not be relied upon or used by any third party or for any other purpose.

Notwithstanding anything set forth herein, Stifel is not engaged in the practice of law. Accordingly, Stifel makes no representation as to the legal sufficiency of the factual matters set forth herein.

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STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:____________________________________
Name:_________________________________

Dated: [Closing Date]

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SCHEDULE A

SALE PRICES OF THE ACTUALLY SOLD MATURITIES
(To Be Attached)

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EXHIBIT C

FORM OF DISCLOSURE COUNSEL LETTER
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Re: $__________ Moreno Valley Public Financing Authority Electric System Revenue Bonds, Series 2026A
Ladies and Gentlemen:

We have acted as disclosure counsel to the City of Moreno Valley (the “City”) in connection with the issuance of the above -referenced bonds (the “Bonds”) by the Moreno Valley Public Financing Authority (the “Authority”). The Bonds are being purchased by y ou pursuant to a Bond Purchase Agreement dated [BPA Date] (the “Purchase Agreement”), by and among, the Authority, the City and you, as underwriter of the Bonds. All capitalized terms used herein and not defined herein shall have the meanings that are given to such terms in the Purchase Agreement.

In rendering the advice contained herein, we have examined originals or copies certified or otherwise identified to our satisfaction of: (i) the Preliminary Official Statement dated [POS Date] relating to the Bonds (together with any additions or modifications set forth in the Official Statement, the “POS”); (ii) the Official Statement dated [BPA Date] (the “Official Statement”) relating to the Bonds; (iii) the Indenture of Trust dated as of _____ 1, 202 6, by and between the Authority and Wilmington Trust, National Association, as Trustee; (iv) the Continuing Disclosure Agreement dated [Closing Date], executed and delivered by the City; (v) the Installment Purchase Agreement dated as of _____ 1, 2026, by and between the Authority and the City; and (vi) the letters, cert ificates, and opinions that were delivered to you pursuant to the provisions of the Purchase Agreement, including, but not limited to, Section 9(b) thereof. This letter relates solely to the electronic version of the POS distributed on [POS Date] and the electronic version of the Official Statement distributed on __________, 2026.

The conclusions that are expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters that are not directly addr essed by such authorities. Such conclusions may be affected by actions that are taken or omitted or events that occur after the date hereof. We have not undertaken to determine, or to inform you or any other person, whether any such actions are taken or omitted or whether such events do occur or any other matters come to our attention after the date hereof. We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates that we have examined are genuine, that all documents which were submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations in the documents that we have reviewed are true and accurate. We have assumed, without independent verification, the accuracy of the factual matters that are represented, warranted or certified in the documents, and of the legal conclusions that are contained in any opinions referenced in the POS or the Official Statement.

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By delivering this letter, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set -off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions that are contained in any document that is referenced in the POS or the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or intere st in any assets that are described in or as subject to the lien of the Indenture or the Installment Purchase Agreement or the accuracy or sufficiency of the description that is contained therein of, or the remedies that are available to enforce liens on, any such assets. Our services as disclosure counsel to the City did not involve the rendering of financial or other non-legal advice to you or any other party to the transaction.

Although we have not undertaken to determine independently or verify and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of the statements that are contained in the POS or the Official Statement, and are therefore unable to make any representation to you in that regard, we have par ticipated in conferences or corresponded prior to the date of the POS with representatives of the Authority and the City, including the Authority’s General Counsel and the City Attorney, you, your counsel, Fieldman, Rolapp & Associates , Inc. (the City’s Municipal Advisor), and others, during which conferences the contents of the POS and the Official Statement and related matters were discussed. Based upon the information that was made available to us in the course of our participation in such conferences a s disclosure counsel to the City, our review of the documents that are referred to above, our reliance on the oral and written statements of the Authority, the City and others, the documents, certificates, instructions and records and the opinions of counsel which are described above and our understanding of applicable law, and subject to the limitations on our role as disclosure counsel, we advise you as a matter of fact but not opinion that no information has come to the attention of the attorneys in the firm representing the City on this matter which caused us to believe that the POS (as of its date or as of the date of the Official Statement) contained, or that the Official Statement (as of its date) contained or (as of the date hereof) contains, any unt rue statement of a material fact, or that the POS (as of its date or as of the date of the Official Statement) omitted, or that the Official Statement (as of its date) omitted or (as of the date hereof) omits, to state a material fact that is required to b e stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no view with respect to: (i) the expressions of opinion, the assumptions, the projections, estim ates and forecasts, the charts, the financial statements or other financial, numerical, economic, demographic or statistical data or graphics or videos that are contained in or accessible via hyperlink from the POS or Official Statement, or assessed valuat ions contained in the POS and the Official Statement; (ii) any CUSIP numbers or information relating thereto; (iii) information with respect to The Depository Trust Company and its book -entry system; (iv) information contained in the Appendices to the POS and the Official Statement; (v) any information incorporated by reference into the POS or the Official Statement; (vi) information with respect to the underwriter or underwriting matters with respect to the Bonds, including but not limited to information u nder the caption “UNDERWRITING;” (vii) any information relating to the Insurer, the Policy, and the Reserve Policy; and (viii) information with respect to the ratings on the Bonds and the rating agency referenced therein, including but not limited to infor mation under the caption “RATINGS”). In providing the legal services that are described above, we provided no independent diligence of, and express no view with respect to, the City’s compliance with any obligation to file annual reports or provide notice of events, each as described in Rule 15c2 -12.

Finally, we advise you that, other than reviewing the various certificates and opinions dated the date hereof executed in connection with the issuance of the Bonds, we have not taken any steps since the

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date of the Official Statement to verify the accuracy of the statements which are contained in the POS or the Official Statement as of the date hereof.

By acceptance of this letter you recognize and acknowledge that: (1) the negative assurance above is not an opinion and is based on certain limited activities that were performed by specific attorneys in our firm in our role as disclosure counsel to the City; rather it is a statement of negative assurance regarding factual information that did not come to the attention of the attorneys in our firm working on this matter during the limited activities that we performed as Disclosure Counsel to the City, and our services did not include financial or other non -legal advice; (2) the scope of the activities that were p erformed by such attorneys in our role as disclosure counsel to the City and for purposes of delivering such negative assurance was inherently limited and does not purport to encompass all activities that are necessary for compliance by you or others in ac cordance with applicable state and federal securities laws; and (3) the activities that were performed by such attorneys in our role as disclosure counsel to the City rely in part by representations, warranties, certifications and opinions of other parties to the transaction, including representations, warranties and certifications made by the City.

This letter is being furnished to you solely for your benefit in connection with your purchase of the Bonds in accordance with the Purchase Agreement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. No attorney -client relationship has existed or exists between our firm and you in connection with the issuance of the Bonds or by virtue of t his letter. We note that you were represented by separate counsel retained by you in connection with the transaction described in the Official Statement. This letter is limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.

Our engagement as disclosure counsel to the City terminates as of the date hereof, and we have not undertaken any duty, and ex pressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed in the Official Statement. This letter is not intended to, and may not, be relied upon by owners of the Bo nds, the owners of any beneficial ownership interest in the Bonds or by any other party to whom it is not addressed.

Respectfully submitted,

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EXHIBIT D

FORM OF SUPPLEMENTAL OPINION
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Re: $__________ Moreno Valley Public Financing Authority Electric System Revenue Bonds, Series 2026A
Ladies and Gentlemen:

We have examined certified copies of proceedings taken for the sale and issuance of the above-referenced bonds (the “Bonds”), and we have rendered our opinion to the Moreno Valley Public Financing Authority (the “Authority”) this day regarding the validity and enforceability of the Bonds (the “Approving Opinion”). The Bonds are being issued pursuant to an Indenture of Trust dated as of _____ 1, 2026 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as Trustee. You may rely upon our Approving Opinion as if it were addressed to you.

Capitalized terms that are used herein and not otherwise defined shall have the meaning given to such terms in the Bond Purchase Agreement dated [BPA Date] (the “Purchase Agreement”), by and among the Authority, the City of Moreno Valley (the “City”) and Stifel, Nicolaus & Company, Incorporated, as Underwriter.

Based upon the foregoing and such other information and documents as we consider necessary to render this opinion, we are of the opinion that:

1. The Purchase Agreement has been duly executed and delivered by the Authority and the City and is valid and binding upon the Authority and the City.

2. The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

3. The statements contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE 2026A BONDS,” “SECURITY FOR THE 2026A BONDS” and “TAX MATTERS ,” and in “APPENDIX B – DEFINITIONS AND SUMMARY OF PRINCIPAL LEGAL DOCUMENTS ” and “APPENDIX C – PROPOSED FORM OF LEGAL OPINION,” insofar as such statements purport to describe certain provisions of the Bonds, the Indenture, the Installment Pur chase Agreement and the opinion of Bond Counsel regarding the tax - exempt nature of the Bonds from federal and State of California income taxes, present a fair and accurate summary of the provisions thereof.

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We have not undertaken any duty and expressly dis claim any responsibility to advise the addressee as to events occurring after the date hereof with respect to the Bonds or other matters discussed in the Official Statement.

The opinions that are expressed herein are based upon our analysis and interpretat ion of existing laws, regulations, rulings and judicial decisions and cover certain matters which are not directly addressed by such authorities. In delivering this opinion, we have relied upon certain representations of fact and certifications made by th e City, the Authority and others. This opinion is limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.

Except as expressly set forth in the Approving Opinion, we express no opinion regarding any tax consequences with respect to the Bonds. No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Bonds.

We call attention to the fact that the foregoing opinions may be aff ected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or occur (or do not occur), and we ex pressly disclaim any responsibility to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed in the Official Statement.

You have acknowledged that no attorney -client relationship exists between us wit h respect to any matters related to the Bonds.

We further call attention to the fact that the rights and obligations under the Purchase Agreement and the Continuing Disclosure Agreement may be limited by bankruptcy, insolvency, reorganization, fraudulent c onveyance or transfer, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitations on remedies against public agencies in the State of California.

This opinion is furnished by us to you and is solely for your benefit, and may not be relied upon by others without our prior written consent. Our engagement with respect to the Bonds has concluded with their delivery, and we disclaim any obligation to update this opinion.

Respectfully submitted,

Moreno Valley City CouncilMay 5, 2026

Moreno Valley City Council
May 5, 2026