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Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Authority's Water Revenue Refunding Bonds, Series 2014 (Payable Solely from Installment Payments Secured by Water System Net Revenues) (the "Bonds "). The purchase price of the Bonds shall be $ (representing the par amount of the Bonds, [plus /less original issue premium/discount of $ ], less an Underwriter's discount of $ ). The Preliminary Official Statement with respect to the Bonds, dated 2014 (the "Preliminary Official Statement "), as amended to conform to the terms of this Purchase Contract, and dated the date hereof, and with such changes and amendments as are mutually agreed to by the Authority, the City, and the Underwriter, including the cover page, the appendices, and all information incorporated therein by reference, is herein collectively referred to as the "Official Statement." The Authority represents that it has deemed the Preliminary Official Statement to be final as of its date, except for either revision or addition of the offering price(s), yield(s) to maturity, selling compensation, aggregate denominational amount and maturity value, denominational amount and maturity value per maturity, delivery date, rating(s), and other terms of the Bonds that depend upon the foregoing as provided in and pursuant to Rule 15c2 -12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule "), by delivering a certificate to the Underwriter substantially in the form of Exhibit B attached hereto. 2. The Bonds shall mature on the dates and in the amounts, and will bear interest at the rates, set forth in Exhibit A hereto and as farther described in the Official Statement and shall be issued under and pursuant to the Indenture, dated as of 1, 2014 (the "Indenture "), by and between the Authority and The Bank of New York Mellon Trust Company, N.A. (the "Trustee "). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture or the Master Installment Purchase Agreement, dated as of 1, 2014 (the "Master Installment Purchase Agreement "), as supplemented by the First Supplement to Master Installment Purchase Agreement, dated as of 1, 2014 (collectively, the "Installment Purchase Agreement "), by and between the Authority and the City. 3. The Underwriter shall make a bona fide public offering of all the Bonds at not in excess of the respective initial public offering prices to be set forth on the cover page of the Official Statement. The Underwriter reserves the right to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing such bonds into investment trusts) and others at prices lower than the initial offering prices set forth on the cover page of the Official Statement. The Underwriter also reserves the right to (i) overallot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market and (ii) discontinue such stabilizing, if commenced, at any time. "Public offering" shall include an offering to a representative number of institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. 4. The Authority and the City hereby authorize the use by the Underwriter of (i) the Indenture, (ii) the Installment Purchase Agreement, (iii) the Continuing Disclosure Certificate, dated as of the Closing Date (the "Continuing Disclosure Certificate "), executed by the City 463311&6.2 2